U.S. SECURITIES AND EXCHANGE
COMMISSION






WASHINGTON,
D.C. 20549













FORM
10-K






Mark
One






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






EXCHANGE
ACT OF 1934






For
the fiscal year ended December 31, 2009






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






EXCHANGE
ACT OF 1934




For the transition period from
      ______ to _______
              
              COMMISSION
      FILE NO. 333-138332
              
              TRILLIANT
      EXPLORATION CORPORATION
              ________________________________________________________________________________
              (Name
      of small business issuer in its charter)
              
              NEVADA                                                                    20-0936313
              ______                                                                        __________
              (State
      or other jurisdiction of
      incorporation                            (I.R.S.
      Employer
              or
      organization)                                                         Identification
      No.)





18851 NE 29th
AVENUE


SUITE
306


AVENTURA,
FLORIDA 33180





(786)
      323-1652
              ______________
              (Issuer's
      telephone number)
              
              Securities
      registered pursuant to Section    Name of each
      exchange on which
              12(b)
      of the
      Act:                         registered:
              NONE





Securities
registered pursuant to Section 12(g) of the Act:


COMMON STOCK,
$0.001


(Title of
Class)











Check
whether the issuer is not required to file reports pursuant to Section 13 or 15(d)
of the Exchange Act. [   ]






Indicate
by check mark if the registration is a well-known seasoned issuer as defined in
Rule 403 of the Securities Act.  [   ]
Yes   [ X ] No






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






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




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




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






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






Large
accelerated filed
[   ]                                                                                  Accelerated
filer [    ]






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






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






State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked price of such common equity, as of the last
business of the registrant’s most recently completed second fiscal quarter: June
30, 2009 $















ISSUERS
INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS






N/A






Check
whether the issuer has filed all documents and reports required to be filed by
Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the
distribution of securities under a plan confirmed by a court. Yes[ ] No[
]






APPLICABLE
ONLY TO CORPORATE REGISTRANTS






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






Class
Outstanding as of April 5, 2010 Common Stock, $0.001






DOCUMENTS
INCORPORATED BY REFERENCE






If the
following documents are incorporated by reference, briefly describe them and
identify the part of the Form 10-K (e.g., Part I, Part II, etc.) into which the
document is incorporated: (i) any annual report to security holders; (ii) any
proxy or information statement; and (iii) any prospectus filed pursuant to Rule
424(b) or (c) of the Securities Act of 1933 (the "Securities Act"). The listed
documents should be clearly described for identification purposes (e.g. annual
reports to security holders for fiscal year ended December 24,
1990).






N/A






Transitional
Small Business Disclosure Format (Check one): Yes [ ] No [X]



































































TRILLIANT
EXPLORATION CORPORATION






FORM
10-K






INDEX




PageItem      1.
      BusinessItem      1A.
      Risk FactorsItem      1B.
      Unresolved Staff CommentsItem      2.
      PropertiesItem      3.
      Legal ProceedingsItem      4.
      Removed and ReservedItem      5.
      Market for Registrant's Common Equity,  RelatedStockholder
      Matters and Issuer Purchases of Equity SecuritiesItem      6.
      Selected Financial DataItem      7.
      Management's Discussion and Analysis of Financial
Conditionand
      Results of OperationItem      7A.
      Quantity and Qualitative Disclosure About Market RisksItem      8.
      Financial Statements and Supplemental DataItem      9.
      Changes in and Disagreements With Accountants on
Accountingand
      Financial DisclosureItem      9A.
      Controls and ProceduresItem      9B.
      Other InformationItem      10.
      Directors, Executive Officers and Corporate GovernanceItem      11.
      Executive CompensationItem      12.
      Security Ownership of Certain Beneficial Owners andManagement
      and Related Stockholder MattersItem      13.
      Certain Relationships and Related Transactions andDirector
      IndependenceItem      14.
      Principal Accountant Fees and ServicesItem      15.
      Exhibits and Financial Statement Schedules
























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




AVAILABLE
INFORMATION






Trilliant
Exploration Corporation files annual, quarterly, current reports, proxy
statements, and other information with the Securities and Exchange Commission
(the "Commission"). You may read and copy documents referred to in this Annual
Report on Form 10-K that have been filed with the Commission at the Commission's
Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. You may obtain
information on the operation of the Public Reference Room by calling the
Commission at 1-800-SEC-0330. You can also obtain copies of our Commission
filings by going to the Commission's website at http://www.sec.gov.











PART I






ITEM 1. BUSINESS






BUSINESS
DEVELOPMENT




Trilliant Exploration Corporation was
incorporated under the laws of the State of Nevada on December 29, 2003 under
the name Project Development Pacific Inc. We were previously engaged in the
business of assisting Canadian citizens to access health care services from
private providers. On November 26, 2007, we changed our name to Trialliant
Exploration Corporation with a business purpose to acquire and develop mineral
properties. During 2007, we began acquiring interests in mining
properties.  As of the date of this Annual Report, we are engaged in
the evaluation, acquisition, exploration and advancement of mining
projects.





On
October 15, 2008, we entered into an asset purchase agreement (the “Asset
Purchase Agreement”) with Compania Minera Del Pacifico S.A., an Ecuadorian
corporation (“Del Pacifico”) for the purchase of the Muluncay Project.
Subsequently, on March 30, 2009, we entered into a share transfer agreement (the
“Share Transfer Agreement”) with Del Pacifico and its wholly owned subsidiary,
Companda Muluncaygold Corp. S.A. (“Muluncay”).  The Share Transfer
Agreement superseded in its entirety the terms of the Asset Purchase
Agreement.





In
accordance with the terms and provisions of the Share Transfer Agreement, we
acquired 100% of the total issued and outstanding shares of common stock of
Muluncay and its assets, which includes certain customer receivables, foreign
tax credit, equipment, fixtures, improvements, all contracts, operations and
mining rights and interests in certain mining properties located in Muluncay,
Ecuador (the “Controlling Assets”). The total purchase price for the shares of
common stock and Controlling Assets was $3,600,000, which was to be paid in
installments and in accordance with a promissory note in the principal amount of
$3,600,000 between us and Muluncay (the “Muluncay Promissory Note”), which bears
interest at 4.5% per annum. Repayment of the Muluncay Promissory Note shall
begin only upon Muluncay reaching production of 400 tons per day in their
operation using 26 day average in a 30-day calendar month (the “Minimum
Operations”). Beginning thirty days from the date of first reaching Minimum
Operations, we shall make four quarterly payments to Pacifico of $200,000 each.
After making the first four quarterly payments, we shall continue to make
quarterly payments in the minimum amount of $300,000 until all principal and
interest in fully paid. As additional consideration for the purchase of
Muluncay, we released Del Pacifico from a debt due and owing to us in the
principal amount of $1,195,000 plus interest.





In
further accordance with the terms and provisions of the Share Transfer
Agreement, we also agreed to transfer to Muluncay an aggregate of $1,800,000 as
follows: (i) an initial payment of $800,000 within ninety day of March 30, 2009;
and (ii) the balance of $1,000,000 within 180 days of March 30,
2009.





Effective
December 31, 2009, we determined to discontinue operations through our Muluncay
subsidiary. We were released from all obligations and released all claims on the
Controlling Assets primarily because we had incurred significant operating
losses since acquisition and we could not attract operating capital to meet
contractual obligations since the acquisition of Muluncay. See “ – Current
Business Operations.”












Subsidiaries





Muluncaygold





Muluncaygold
was originally incorporated in Machala, Ecuador in February of 2007 as Compania
Minera Ecuadorgold Corp S.A.  In August of 2008, it changed its name
to Compania Minera Muluncaygold Corp S.A.   In accordance with
the terms and provisions of the Share Transfer Agreement, we acquired 100% of
the total issued and outstanding shares of common stock of Muluncay, including
the Controlling Assets, for an aggregate purchase price of
$3,600,000.  As a result of the Share Transfer Agreement, Muluncay
became our wholly-owned subsidiary. We presently conduct all of our mining
operations through Muluncay.





Our
primary reason for the acquisition of Muluncay was to provide cash flow through
Muluncay’s mining operation while upgrading the facilities to comply with a 100
ton/day minimum operation requirement imposed by the Ecuador mining laws. We
also believes that by creating relationships with Muluncay’s existing management
team, we could expect our present to lead to acquisitions of other operating
mining companies which are unable to comply with the new 100 ton per day
requirements.





Trilliant Diamonds Limited





On July 1, 2009, we obtained a one hundred
percent (100%) undivided interest in Trilliant Diamonds Limited (“Trilliant
Diamonds”), a company formed under the laws of England and
Wales.  Trilliant Diamonds was formed on June 30, 2009 for the purpose
of conducting our diamond exploration projects. On July 1, 2009, Trilliant
Diamonds entered into a subscription agreement (the “Global Diamond Subscription
Agreement”) with Global Diamond Resources PLC “Global Diamond”). In accordance
with the terms and provisions of the Global Diamond Subscription Agreement,
Trilliant Diamonds purchased 10,000,000 ordinary shares of the capital stock of
Global Diamond in consideration for payment of £0.15 per share for an aggregate
purchase price of £1,500,000 Sterling. After the acquisition by Trilliant
Diamonds of the 10,000,000 shares of stock of Global Diamond, Triliiant Diamond
held ten percent (10%) of the total outstanding capital shares of Global
Diamond. Simultaneously, on July 1, 2009, we entered into a convertible
debenture and loan note certificate (the “Benbrack Convertible Note”) with
Benbrack Charkit Limited (“Benbrack”), pursuant to which we borrowed from
Benbrack the principal amount of £1,500,000 Sterling at an annual interest rate
of 12%. The proceeds from the Benbrack Convertible Note were used for the
acquisition by Trilliant Diamonds of the 10,000,000 ordinary shares of Global
Diamond.  See “Material Commitment”).












Compania Minera Ayapambagold
S.A.





On July
1, 2009, we entered into a stock purchase agreement (the “Ayapambagold Stock
Purchase Agreement”) with William Magers (“Magers”). In accordance with the
terms and provisions of the Ayapambagold Stock Purchase Agreement, we purchased
799 of the 800 shares of outstanding capital stock of Compania Minera
Ayapambagold S.A. (“Ayapambagold”) from Magers at a purchase price of $799.
Ayapambagold is a company organized and existing under the laws of Ecuador and
has no assets and no substantial operations. We acquired Ayapambagold to use as
a holding company in Ecuador to facilitate future potential
acquisitions.





Bozel
S.A.




On
September 8, 2009, we entered into a purchase agreement (the “Wellgate
Agreement”) with Wellgate International Limited, a company registered under the
laws of the British Virgin Islands (“Wellgate”), regarding acquisition by us of
all of the shares of stock held of record by Wellgate of Bozel S.A.
(“Bozel”).  Bozel is a company organized under the laws of Luxembourg.
In accordance with the terms and provisions of the Wellgate Agreement, we were
to purchase up to 100% of the outstanding capital stock of Bozel in
consideration for payment of $80,000,000 of our common stock. It was disclosed
in the Wellgate Agreement that Wellgate was the subject of a judgment in the
amount of $8,572,995 (the “Wellgate Judgment”) In further accordance with the
terms and provisions of the Wellgate Agreement, we were to advance to Bozel
$20,000,000 for a term of one year at an interest rate not to exceed 14% per
annum. Consummation of the Wellgate Agreement was subject to us acquiring not
less than 66% of the issued capital stock of Bozel after the exercise of
outstanding warrants for Bozel’s common stock and completion of due diligence,
including the status of the Wellgate Judgment.




On
September 24, 2009, the Eastern Caribbean Supreme Court in the Virgin Islands,
acting in the case of Crastvell Trading Limited v.
Wellgate International Limited issued an ex parte order temporarily
enjoining Wellgate from transferring to us its shares of Bozel. Subsequently,
Wellgate filed a response to the injunction with the Eastern Caribbean Supreme
Court seeking dissolution of the injunction based upon false and misleading
information provided to the Eastern Caribbean Supreme Court and a $65,000,000
counterclaim as well as other substantive and procedural
objections.





On
December 5, 2009, we terminated the Wellgate Agreement.  We terminated the
Wellgate Agreement entirely based upon the inability of Wellgate to perform its
obligations under the Wellgate Agreement due to the injunction. We did not incur
any penalties with regard to termination of the Wellgate Agreement.





Compania Minera Santafemining
S.A.





On July
17, 2009, our wholly-owned subsidiary, Ayapambagold, entered into a share
purchase agreement (the “Santafemining Share Purchase Agreement”) with Magers.
In accordance with the terms and provisions of the Santafemining Share Purchase
Agreement, Ayapambagold purchased from Magers 799 of the 800 outstanding shares
of Compania Minera Santafemining S.A. (“Santafemining”) for payment of
$1,631,844. An initial payment of $600,000 was required at execution of the
Santafemining Share Purchase Agreement, which could be used to satisfy any and
all claims, liens or encumbrances to title of any shares of assets to be
acquired by Ayapambagold. The remainder of the purchase price is payable in
three installments of $343,948 due on or before each of the six months, twelve
months and eighteen months following the execution date. As of the date of this
Annual Report, Avapambagold has paid an aggregate of $______ to
Santafemining.

















Subsequently,
we were in need of securing financing to close the Santafemining Share Purchase
Agreement. We were unable to secure the necessary financing. Therefore, as of
the date of this Annual Report, the acquisition of the 799 shares of stock of
Santafemining has been postponed and there is no indication that we will able to
secure the necessary financing and complete the acquisition.





Santafemining processes rock and sand
tailings and has been operating at 80 tons per day since inception in
2007.   Its processing facilities are currently being retrofitted
to add an additional 70 tons of operating capacity.  Santafemining is
located approximately one kilometer from our Muluncay operation.




RECENT
DEVELOPMENTS






Amendment
to Articles of Incorporation





On June
30, 2009, we filed a Certificate of Designation with the Secretary of State of
Nevada, whereby 10,200,000 shares of the 200,000,000 authorized shares of
preferred stock, $0.001 par value per share, were designated as Series I
Preferred Stock, $0.001 par value and having the powers, designations,
preferences, limitations, restrictions and relative rights as set forth in the
Certificate of Designation of Series I Preferred Stock. The Certificate of
Designation was approved by our Board of Directors on June 30,
2009.





On July
1, 2009, pursuant to a unanimous decision of the shareholders of the Series I
Preferred Shares, the designation of the preferred shares were amended as
follows: “Each share of Series I Preferred Stock will be convertible, at the
option of the holder thereof, at any time and from time to time, and without the
payment of additional consideration by the holder thereof, into such number of
fully paid and nonassessable shares of the Corporation’s  Common Stock as
is determined by dividing (i) the Base Amount by (ii) the lowest volume weighted
average price of the securities on the OTCBB, NASDAQ or other exchange or market
on which such Common Stock trades in the five preceding days prior to the
closing of such transaction (the "Series I Conversion
Price").”   The amendment to the Designation of Series I
Preferred Stock was approved by our Board of Directors on July 1, 2009. See
“Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities.”




TRANSFER
AGENT




Our
transfer agent is Island Stock Transfer, 100 Second Avenue South, Suite 705S,
St. Petersburg, Florida 33701.













CURRENT
BUSINESS OPERATIONS




We are
engaged in the evaluation, acquisition, exploration and advancement of mining
projects.  We are considered to be in the pre-exploration stage of
exploration. As of the date of this Annual Report, we are devoting substantially
all of our efforts to the execution of our business operations. Through fiscal
2009, funding to acquire and explore gold properties and for operational
purposes was acquired through private financings.





Muluncay
Project





On March
30, 2009, we entered into the Share Transfer Agreement with Del Pacifico and its
wholly owned subsidiary, Companda Muluncaygold Corp. S.A.
(“Muluncay”).  In accordance with the terms and provisions of the
Share Transfer Agreement, we acquired 100% of the total issued and outstanding
shares of common stock of Muluncay and its Controlling Assets. The total
purchase price for the shares of common stock and Controlling Assets was
$3,600,000, which was to be paid in installments and in accordance with a
promissory note in the principal amount of $3,600,000 between us and Muluncay
(the “Muluncay Promissory Note”). Repayment of the Muluncay Promissory Note
shall begin only upon Muluncay reaching production of 400 tons per day in their
operation using 26 day average in a 30-day calendar month (the “Minimum
Operations”). As additional consideration for the purchase of Muluncay, we
released Del Pacifico from a debt due and owing to us in the principal amount of
$1,195,000 plus interest.





In
further accordance with the terms and provisions of the Share Transfer
Agreement, we also agreed to transfer to Muluncay an aggregate of $1,800,000 as
follows: (i) an initial payment of $800,000 within ninety day of March 30, 2009;
and (ii) the balance of $1,000,000 within 180 days of March 30,
2009.  On December 4, 2009, we were notified by Del Pacifico that we
had been in default of our obligation to provide the $1,800,000 to Muluncay. The
Share Transfer Agreement, which transferred control of Muluncay from Del
Pacifico to us, required that we invest $1,800,000 in Muluncay within 180 days
of the March 30, 2009 effective date of the Share Purchase
Agreement.  As of the date of this Annual Report, we have transferred
approximately $735,000 under the terms and provisions of the Share Purchase
Agreement.





As of
December 11, 2009, we were in default for the purchase of Muluncay. We received
a letter on February 11, 2010 in which Del Pacifico informed us of its intent to
enforce its rights under the Share Transfer Agreement and terminated all
contractual agreements between us and Del Pacifico effective December 31, 2009.
In the interest of our shareholders and lacking financial funds to further
pursue contractual agreements with Del Pacifico, we acknowledged the letter from
Del Pacifico and released all claims on the Controlling Assets and rights under
the terms of the Share Purchase Agreement.





Effective
December 31, 2009, we determined to discontinue operations through our Muluncay
subsidiary. We were released from all obligations and released all claims on the
Controlling Assets primarily because we had incurred significant operating
losses since acquisition and we could not attract operating capital to meet
contractual obligations since the acquisition of Muluncay. On December 31, 2009,
we completed the loss recognition for a total loss of $2,178,971. See “Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of
Operation.”












Operations





Mining
operations at the Muluncay Project produced 28-30 tons per day. The ore was
transported from the mine through one ton rail cars, and was fed into three
Chilean Mills, which feed into a cyanidation process and on to an activated
carbon system.  The ore was 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 had
been averaging approximately 4 kilos of gold per month total.





On
October 2, 2009, we were notified that an extrajudicial complaint was executed
regarding foreclosure of the mortgage on the property comprising our Ecuadorian
operations, including the Muluncay gold mine.  The letter, which was
served Del Pacifico on October 8, 2009, stated that if the over due installments
due March 10, 2009, June 10, 2009 and September 11, 2009 were not remitted
within 72 hours, the necessary documents to reverse the sale should be
executed.





On
October 12, 2009, we secured a $210,000 loan by entering into a securities
purchase agreement and redeemable debenture (the “$210,000 Loan”) with one of
our major stockholders, Trafalgar Capital Specialized Investment Fund
(“Trafalgar”).  Proceeds of the $210,000 Loan were used to pay the
past due mortgage payments. See “Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations.”





Description and Location





The
Muluncaygold concession lies in the centre of the Portovelo-Zaruma mining camp,
which is found in the cantons of Ayapamba and Paccha, Province of El Oro,
southern Ecuador. It is centered at Latitude 03o 36’ 30” South and Longitude
79o40’ west. It covers an area of 374 hectares.  Muluncaygold assets
include all contracts, mining equipment, and operations as follows:





Asociacion
de Mineros Autonomos Muluncay area, Code 338, along with an ore reduction and
processing plant together with 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





Table 1 – Muluncay Boundary
Coordinates





Easting
      – m
            
            Northing
      – m652000
            
            9599400653100
            
            95994007653100
            
            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.





Country Dynamics





Although
gold has been mined in Ecuador for hundreds of years it is one of the least
explored and least mineralogical 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. The industry changes enable for-profit companies with
access to outside capital to consolidate the industry.  The newly
enacted Ecuador mining law, which is attached to this Current Report on Form 8-K
as Exhibit 10.6, include a requirement to process 100 tons/day of material and
to increase tailing plant coverage to improve environmental
conditions.





Principal Products





In the
event we are successful in mining and producing gold, 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 the price
is determinable, the gold has been delivered, the title has been transferred to
the customer and collection of the sales price is reasonably
assured.





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
              London Bullion 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, 2010, the afternoon fixing price for gold on the London Bullion
Market was $___ per ounce.





Employees





As of the
date of this Annual Report, we employ five full time equivalents (FTEs) in the
United States, and approximately one hundred in Ecuador.





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 Muluncaygold, 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.  See “Item
1A. Risk Factors”.





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 is to 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.




ITEM 1A. RISK FACTORS






An
investment in our common stock involves a number of very significant risks. You
should carefully consider the following risks and uncertainties in addition to
other information in evaluating our company and its business before purchasing
shares of our common stock. Our business, operating results and financial
condition could be seriously harmed due to any of the following risks. The risks
described below are all of the material risks that we are currently aware of
that are facing our company. Additional risks not presently known to us may also
impair our business operations. You could lose all or part of your investment
due to any of these risks.






RISKS
RELATED TO OUR BUSINESS




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.





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.





To date
we have been involved primarily in financing activities, acquisition activities,
and limited exploration activities.  Before discontinuation of
operations, our only anticipated revenue producing properties comprised 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. Our inability
to generate revenues could eventually inhibit our ability to continue in
business or achieve our business objectives.












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.





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 we discover 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 we can
mine at a profit.  Factors beyond our 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.





We 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 us or
to other companies within the mining industry.  We may suffer a
material adverse effect on our business if we incur losses related to any
significant events that are not covered by our 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 our
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.












Ouroperations 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 we originally intended to mine before discontinuation of
operations.  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 our exploration
properties.  There is also no assurance that, even if commercial
quantities of ore are discovered, a mineral property will be brought into
commercial production, or if brought into production, that it will be
profitable.  The discovery of mineral deposits is dependent upon a
number of factors including the technical skill of the exploration personnel
involved. The commercial viability of a mineral deposit is also dependent upon,
among a number of other factors, its size, grade and proximity to
infrastructure, current metal prices, and government regulations, including
regulations relating to royalties, allowable production, importing and exporting
of minerals, and environmental protection.   Most of the above factors
are beyond our control.





Competition
for new mining properties may prevent us 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 us. As a result of the
competition, we may be unable to acquire rights to exploit additional attractive
mining properties on terms we consider acceptable.  Increased
competition could adversely affect our 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.





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 we have 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 our projects may differ significantly
from those anticipated by our current studies and estimates, and there can be no
assurance that our 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 our
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 our mine
currently produces.  While we expect to be fully compliant with
Ecuador law within the window of time provided by such law, there is no
guarantee that we will become compliant.  Our failure to become
compliant with Ecuador mining law within the prescribed time will be detrimental
to us.





There
can be no assurance that the interests held by us in our properties is free from
defects.





We
investigated the rights to explore and exploit the Muluncay properties, and, to
the best of our knowledge, believed those rights were in good standing. As of
the date of this Annual Report, operations have been discontinued through
Muluncay. In the event we acquire subsequent interests and rights, no guarantee
can be given that such rights will not be revoked or significantly altered to
our detriment. There can also be no guarantee that our 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 our inability to operate on these properties as permitted or being
unable to enforce any rights with respect to our properties.





We
are exposed to risks of changing political stability and government regulation
in the country in which it intends to operate.





Our
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 our control and may adversely affect its business.  Our
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.  Our 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.












We
are 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 us.





All
phases of our 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 our operations.





The
mining properties may contain environmental hazards, which are presently unknown
to us 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 our inability to use the properties or may cause us to incur costs
to clean up such hazards.  In addition, we could find ourselves
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 we believe we will obtain all of the material
approvals and permits to carry on its operations, we 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
we 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; we may be delayed or prohibited from
proceeding with planned exploration, development or mining of mineral
properties.





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 us 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.





We
Are a New Entrant Into the Gold Mining and Development Industry Without
Profitable Operating History.












Since
inception, our activities have been limited to organizational efforts, obtaining
working capital, acquiring the Muluncay Project and consummating the acquisition
of various agreements. As a result, there is limited information regarding
property related production potential or revenue generation
potential.





The
business of gold exploration and development and mining is subject to many risks
and if gold is found in economic production quantities, the potential
profitability of future possible gold ventures depends upon factors beyond our
control. The potential profitability of gold properties if economic quantities
are found is dependent upon many factors and risks beyond our control,
including, but not limited to: (i) unanticipated ground conditions; (ii)
geological problems; (iii) mining and other processing problems; (iv) the
occurrence of unusual weather or operating conditions and other force majeure
events; (v) lower than expected gold finds; (vi) accidents; (vii) delays in the
receipt of or failure to receive necessary government permits; (viii) delays in
transportation; (ix) labor disputes; (x) government permit restrictions and
regulation restrictions; (xi) unavailability of materials and equipment; and
(xii) the failure of equipment to operate in accordance with specifications or
expectations.





We
have a limited operating history and 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 must be
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 in the 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 price and cost
increases in exploration and ore processing, uncertain gold and silver market
prices, inability 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
Have a History of Operating Losses and There Can Be No Assurance We Will Be
Profitable in the Future.





We have a
history of operating losses, expect to continue to incur losses, and may never
be profitable, and we must be considered to be in the exploration stage.
Further, we have been dependent on sales of our equity securities and debt
financing to meet our cash requirements. We have incurred losses totaling
$3,525,374 from December 29, 2003 (inception) to December 31, 2009. As of
December 31, 2009, we had an accumulated deficit of $40,439 during the
development stage and an accumulated deficit of $3,361,445 and had incurred
losses of $3,361,445 during fiscal year ended December 31, 2009. Further, we do
not expect positive cash flow from operations in the near term. There is no
assurance that actual cash requirements will not exceed our estimates. In
particular, additional capital may be required in the event that: (i) the costs
to acquire additional properties are more than we currently anticipate; (ii)
mining and completion costs for additional properties increase beyond our
expectations; or (iii) we encounter greater costs associated with general and
administrative expenses or offering costs.












Our
development of and participation in what could evolve into an increasing number
of gold prospects may require substantial capital expenditures. The uncertainty
and factors described throughout this section may impede our ability to
economically find, develop, produce, and acquire gold properties. As a result,
we may not be able to achieve or sustain profitability or positive cash flows
from operating activities in the future.





We
Have Received a Going Concern Opinion From Our Independent Registered Public
Auditors’ Report Accompanying Our December 31, 2009 and December 31, 2008
Financial Statements.





The
independent registered public auditor's report accompanying our December 31,
2009 and 2008 audited financial statements contains an explanatory paragraph
expressing substantial doubt about our ability to continue as a
going  concern. The financial statements have been prepared "assuming
that the Company will continue as a going concern." Our ability to continue as a
going concern is dependent on raising additional capital to fund our operations
and ultimately on generating future profitable operations. There can be no
assurance that we will be able to raise sufficient additional capital or
eventually have positive cash flow from operations to address all of our cash
flow needs. If we are not able to find alternative sources of cash or generate
positive cash flow from operations, our business and shareholders will be
materially and adversely affected





We may need additional capital to
accomplish our exploration and development plans, and there can be no assurance
that financing will be available on terms acceptable to us or at all.





The
exploration and development of mining properties, including the continued
exploration and development of any proposed 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 us, may result in a delay or indefinite postponement of
exploration, development or production on any or all properties we may obtain,
or even a loss of an interest in a property.  The only source of funds
now available to us 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 we may obtain.  Additional financing may not be
available when needed or if available, the terms of such financing might not be
favorable to us 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 our operation
of our business.  Failure to raise capital when needed would have a
material adverse effect on our business, financial condition and results of
operations.





We are exposed to risks of changing
labor and employment regulations.





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 we carry on
business.  Changes in such legislation or in the relationship between
us and our employees may have a material adverse effect on our business, results
of operations and financial condition.












Our
operations are subject to the laws of Ecuador.





Our
Muluncay Project operates through a foreign company, and substantially all of
our assets are held through such foreign entity.  Accordingly, any
governmental limitation on the transfer of cash or other assets between us and a
foreign subsidiary could restrict our ability to fund our operations
efficiently.  Any such limitations or the perception that such
limitations may exist now or in the future could have an adverse impact on our
prospects, financial condition and results of operations.





We
rely on our management and key personnel, and there is no assurance that such
persons will remain with us or that we will be able to recruit skilled
individuals.





We rely
heavily on our existing management. We do not maintain "key man" insurance.
Recruiting and retaining qualified personnel is critical to our
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 our business activity
grows, it may require additional key financial, administrative, technical and
mining personnel.  Although we believe that we 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 our business, prospects,
financial conditions and results of operations.





Our
Officers and Directors May be Subject to Conflicts of Interest.





Certain
of our officers and directors at times may only part time and can become subject
to conflicts of interest. Some devote part of their working time to other
business endeavors, including consulting relationships with other entities, and
has responsibilities to these other entities. Such conflicts include deciding
how much time to devote to our affairs, as well as what business opportunities
should be presented to us. Because of these relationships, our officers and
directors could be subject to conflicts of interest. Currently, we have no
policy in place to address such conflicts of interest.





Nevada
Law and Our Articles of Incorporation May Protect our Directors From Certain
Types of Lawsuits.





Nevada
law provides that our officers and directors will not be liable to us or our
stockholders for monetary damages for all but certain types of conduct as
officers and directors. Our Bylaws permit us broad indemnification powers to all
persons against all damages incurred in connection with our business to the
fullest extent provided or allowed by law. The exculpation provisions may have
the effect of preventing stockholders from recovering damages against our
officers and directors caused by their negligence, poor judgment or other
circumstances. The indemnification provisions may require us to use our limited
assets to defend our officers and directors against claims, including claims
arising out of their negligence, poor judgment, or other
circumstances.












RISKS
RELATED TO OUR COMMON STOCK





Sales
of a Substantial Number of Shares of Our Common Stock Into the Public Market by
Certain Stockholders May Result in Significant Downward Pressure on the Price of
Our Common Stock and Could Affect Your Ability to Realize the Current Trading
Price of Our Common Stock.





Sales of
a substantial number of shares of our common stock in the public market by
certain stockholders could cause a reduction in the market price of our common
stock.  As of the date of this Annual Report, we have 93,031,500
shares of common stock issued and outstanding.





As of the
date of this Annual Report, there are 41,564,000 outstanding shares of our
common stock that are restricted securities as that term is defined in Rule 144
under the Securities Act of 1933, as amended (the “Securities Act”). Although
the Securities Act and Rule 144 place certain prohibitions on the sale of
restricted securities, restricted securities may be sold into the public market
under certain conditions. Further, as of the date of this Annual Report, there
are an aggregate of 10,000,000 whole warrants outstanding. See “Item 5. Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities.”





Any
significant downward pressure on the price of our common stock as the selling
stockholders sell their shares of our common stock could encourage short sales
by the selling stockholders or others. Any such short sales could place further
downward pressure on the price of our common stock.





The
Trading Price of Our Common Stock on the OTC Bulletin Board Will Fluctuate
Significantly and Stockholders May Have Difficulty Reselling Their
Shares.





As of the
date of this Annual Report, our common stock trades on the Over-the-Counter
Bulletin Board. There is a volatility associated with Bulletin Board securities
in general and the value of your investment could decline due to the impact of
any of the following factors upon the market price of our common stock: (i)
disappointing results from our exploration or development efforts; (ii) failure
to meet our revenue or profit goals or operating budget; (iii) decline in demand
for our common stock; (iv) downward revisions in securities analysts' estimates
or changes in general market conditions; (v) technological innovations by
competitors or in competing technologies; (vi) lack of funding generated for
operations; (vii) investor perception of our industry or our prospects; and
(viii) general economic trends; and (ix) commodity price
fluctuation





In
addition, stock markets have experienced price and volume fluctuations and the
market prices of securities have been highly volatile. These fluctuations are
often unrelated to operating performance and may adversely affect the market
price of our common stock. As a result, investors may be unable to sell their
shares at a fair price and you may lose all or part of your
investment.





Additional
Issuance of Equity Securities May Result in Dilution to Our Existing
Stockholders.





Our
Articles of Incorporation, as amended, authorize the issuance of 1,000,000,000
shares of common stock and 200,000,000 shares of preferred stock. The Board of
Directors has the authority to issue additional shares of our capital stock to
provide additional financing in the future and the issuance of any such shares
may result in a reduction of the book value or market price of the outstanding
shares of our common stock. If we do issue any such additional shares, such
issuance also will cause a reduction in the proportionate ownership and voting
power of all other stockholders. As a result of such dilution, your
proportionate ownership interest and voting power will be decreased accordingly.
Further, any such issuance could result in a change of control.


.









As at
December 31, 2009, 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.





As at
December 31, 2010, there were 10,200,000 shares of Series A Preferred Shares
issued and outstanding.





Our
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 we 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 our 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 our common shares.  In addition, as a result of
such additional common shares, the voting power of our existing shareholders
will be substantially diluted.





We 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
our then existing shareholders will be subject to additional
dilution.





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.














The
trading price for our common shares is 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. Our 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 our 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 our business may be limited if investment banks with
research capabilities do not follow our securities; the lessening in trading
volume and general market interest in our securities may affect an investor's
ability to trade significant numbers of common shares; the size of our public
float may limit the ability of some institutions to invest in our securities;
and a substantial decline in the price of its common shares that persists for a
significant period of time could cause our securities to be delisted from the
OTCBB, further reducing market liquidity.  As a result of any of these
factors, the market price of our common shares at any given point in time may
not accurately reflect our long-term value.





We
have no record of paying dividends.





We have
no dividend record.  We have not paid any dividends on the common
shares since incorporation and do not anticipate doing so in the foreseeable
future.  Payment of any future dividends will be at the discretion of
our 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.




ITEM 1B. UNRESOLVED
STAFF COMMENTS






No report
is required.




ITEM 2. PROPERTY





Upon consummation of
Muluncay on March 30, 2009, we obtained an undivided 100% interest in the
following mining concession. The Muluncay concession lies in the center of the
Portovelo-Zaruma mining camp, which is found in the cantons of Ayapamba and
Paccha, Province of El Oro, southern Ecuador. 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 QUINDE4.
            NARANJITO





5.
            SEÑOR
      DE LA DIVINA JUSTICIA6.
            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.





As of
December 31, 2009, we have discontinued operations through Muluncay and been
terminated our rights to the mining concessions above.





Our
principal office space is located at 545 Eighth Avenue, Suite 401, New York, New
York 10018. The office space is for corporate identification, mailing, and
courier purposes only and is provided to us at no cost. The office and services
related thereto may be cancelled at any time.





ITEM
3. LEGAL PROCEEDINGS





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





ITEM
4. REMOVED AND RESERVED








PART
II





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





MARKET
FOR COMMON EQUITY





Shares of
our common stock commenced trading on the OTC Bulletin Board under the symbol
“TTXP:OB”. The market for our common stock is limited, and can be volatile. The
following table sets forth the high and low bid prices relating to our common
stock on a quarterly basis for the periods indicated as quoted by the NASDAQ
stock market. These quotations reflect inter-dealer prices without retail
mark-up, mark-down, or commissions, and may not reflect actual
transactions.













Fiscal
      Quarter
            High Bid
            Low
  Bid2009Fourth
      Quarter 10-01-09 to 12-31-09
            $0.0095
            $0.014Third
      Quarter 07-01-09 to 09-30-09
            $0.60
            $0.092Second
      Quarter 04-01-09 to 06-30-09
            $2.34
            $0.55First
      Quarter 01-01-09 to 03-31-09
            $2.50
            $2.25Fiscal
      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
            $0.00





As of December 31, 2009, 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





No
dividends have ever been declared by the Board of Directors on our common stock.
Our losses do not currently indicate the ability to pay any cash dividends, and
we do not indicate the intention of paying cash dividends either on our common
stock in the foreseeable future.





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.










SECURITIES
AUTHORIZED FOR ISSUANCE UNDER COMPENSATION PLANS





We do not
have an equity compensation plan. The table set forth below presents information
relating to outstanding warrants.





Plan
      Category
            Number
      of Securities to be Issued Upon Exercise of Outstanding Options, Warrants
      and Rights
                (a)
            Weighted-Average
      Exercise Price of Outstanding Options, Warrants and Rights
                (b)
            Number
      of Securities Remaining Available for Future Issuance Under Equity
      Compensation Plans (excluding column (a))Equity
      Compensation Plans Approved by Security Holders
            -0-
            -0-
            -0-Equity
      Compensation   Plans Not Approved by Security
      Holders
              
              Warrants
            10,000,000
              150,000
            $0.003
              0.17
            -0-
              -0-Total





RECENT
SALES OF UNREGISTERED SECURITIES





As of the
date of this Annual Report and during fiscal year ended December 31, 2009, to
provide capital, we sold stock in private placement offerings, issued stock in
exchange for our debts or pursuant to contractual agreements as set forth
below.




2009
PRIVATE PLACEMENTS






May/June/July/August
2009 Private Placement




During
May, June, July and August 2009, we completed a private placement offering (the
“2009 Private Placement Offering”), whereby we issued an aggregate of 264,000
shares of our restricted common stock at a price of $0.25 per share for
aggregate consideration of $66,000. The Private Placement Offering was completed
in reliance on Regulation D, Rule 506, and/or Regulation S of the Securities Act
of 1933, as amended (the “Securities Act”). Sales were made to certain U.S.
residents. The Private Placement Offering was not registered under the
Securities Act or under any state securities laws and may not be offered or sold
without registration with the Securities and Exchange Commission or an
applicable exemption from the registration requirements. The per share price of
the Private Placement Offering was arbitrarily determined by our Board of
Directors based upon analysis of certain factors including, but not limited to,
stage of development, industry status, investment climate, perceived investment
risks, our assets and net estimated worth.












During
May 2009, we issued an additional 25,000 shares of restricted common stock to an
investor at $0.25 per share in consideration of execution of a letter of intent
for funding. As of December 31, 2009, the letter of intent had not yet been
finalized and consideration for the stock had not yet been received, resulting
in a stock subscription receivable of $6,250.





During
July 2009, we issued an additional 500,000 shares of restricted common stock to
an investor at $0.25 per share in consideration of execution of a letter of
intent for funding. As of December 31, 2009, the letter of intent had not yet
been finalized and uncertainly exists in the ability of the investor to complete
the transaction. Therefore, as of the date of this Annual Report, we consider
the deposit of $125,000 impaired and unlikely to be received. We have requested
that the investor return the restricted stock certificate.




CONSULTANTS






On July
20, 2009, we issued to a consultant 2,500 shares of our restricted common stock
at $0.40 per share for services totaling $1,000. The shares of common stock were
issued in reliance on Section 4(2) of the Securities Act. The per share price of
the shares was arbitrarily determined by our Board of Directors based upon
analysis of certain factors including, but not limited to, stage of development
and exploration of properties, industry status, investment climate, perceived
investment risks, our assets and net estimated worth.






On August
26, 2009, we issued to three consultants an aggregate of 100,000 shares of our
restricted common stock at $0.18 per share for services totaling $18,000. We
also issued 150,000 warrants at $017 per share for services totaling $25,500.
The warrants are exercisable for a period of ___ years at $___ per
share.  The per share price of the shares was arbitrarily determined
by our Board of Directors based upon analysis of certain factors including, but
not limited to, stage of development and exploration of properties, industry
status, investment climate, perceived investment risks, our assets and net
estimated worth.






On
September 9, 2009, we issued to a consultant 200,000 shares of our restricted
common stock at $0.15 per share for services totaling $30,000. The shares of
common stock were issued in reliance on Section 4(2) of the Securities Act. The
per share price of the shares was arbitrarily determined by our Board of
Directors based upon analysis of certain factors including, but not limited to,
stage of development and exploration of properties, industry status, investment
climate, perceived investment risks, our assets and net estimated
worth.






PREFERRED
SHARES




On June
30, 2009, we issued 10,200,000 shares of our Series I Preferred Stock, $0.001
par value, to Trafalgar Capital Specialized Investment Funds FIS (“Trafalgar”)
in exchange for Trafalgar’s 5,900,000 shares of our common stock. The 5,900,000
shares of our common stock shall be retired into treasury and no longer
outstanding on our books. The issuance of Series I Preferred Stock to Trafalgar
and retirement of Trafalgar’s common stock into treasury was approved by a
majority of the holders of our common stock and approved by the Company’s Board
of Directors on June 30, 2009. The shares of common stock were issued in
reliance on Section 4(2) of the Securities Act.














SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS





During
fiscal year ended December 31, 2009, certain shareholders voted approval as
follows:





On July
1, 2009, pursuant to a unanimous decision of the shareholders of the Series I
Preferred Shares, the designation of the preferred shares were amended as
follows: “Each share of Series I Preferred Stock will be convertible, at the
option of the holder thereof, at any time and from time to time, and without the
payment of additional consideration by the holder thereof, into such number of
fully paid and nonassessable shares of the Corporation’s  Common Stock as
is determined by dividing (i) the Base Amount by (ii) the lowest volume weighted
average price of the securities on the OTCBB, NASDAQ or other exchange or market
on which such Common Stock trades in the five preceding days prior to the
closing of such transaction (the "Series I Conversion Price").”  The
amendment to the Designation of Series I Preferred Stock was approved by our
Board of Directors on July 1, 2009.





On
September 4, 2009, at a Special Meeting of our stockholders, the following
matters were voted on and approved by greater than 50% of our voting capital
stock. Representing 63.9% of the total issued and outstanding voting capital
stock, 62,089,199 votes were cast in favor of the following matters: (i) the
acquisition of 100% of the outstanding capital stock of Bozel for $20,000,000
cash and $80,000,000 of our common stock; (ii) election of Michel Marengere as
one of our directors upon completion of the Bozel transaction; and (iii)
financing of the $20,000,000 cash payment through the issuance of our
convertible debentures or by such other means as our directors deem
advisable.





ITEM
6. SELECTED FINANCIAL DATA





The
following selected financial information is qualified by reference to, and
should be read in conjunction with our consolidated financial statements and the
notes thereto, and “Management’s Discussion and Analysis of Financial Condition
and Results of Operation” contained elsewhere herein. The selected consolidated
income statement data for fiscal years ended December 31, 2009 and 2008 and the
selected consolidated balance sheet data as of December 31, 2009 and 2008 are
derived from our audited consolidated financial statements which are included
elsewhere herein.












STATEMENT
      OF OPERATIONS
            
            Years
      Ended December 31
                2009
      and 2008
            
            
            For
      the Period from December 29, 2003 (inception) to December 31,
      2009Revenue
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-Operating
      ExpensesOrganizational
      expenses
            
            
            -0-
            
            
            
            -0-
            
            
            
            1,200Depreciation
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-Professional
      fees
            
            
            555,655
            
            
            
            -0-
            
            
            
            555,655Salaries
      and wages
            
            
            150,060
            
            
            
            -0-
            
            
            
            150,060Advertising
      and promotion
            
            
            68,750
            
            
            
            -0-
            
            
            
            68,750Insurance
            
            
            11,672
            
            
            
            -0-
            
            
            
            11,672Other
      general and administrative expenses
            
            
            263,019
            
            
            
            115,205
            
            
            
            440,643Total
      Operating Expenses
            
            
            1,049,156
            
            
            
            115,205
            
            
            
            1,227,980Operating
      Loss
            
            
            (1,049,156
            )
            
            
            (115,205
            )
            
            
            (1,227,980
            )Other
      Income (Expense)Interest
      expense
            
            
            22,683
            
            
            
            14,904
            
            
            
            37,587Currency
      exchange loss
            
            
            -0-
            
            
            
            (9
            )
            
            
            (9
            )Interest
      income
            
            
            (370,336
            )
            
            
            (32,192
            )
            
            
            (370,336
            )Total
      Other Income (Expense)
            
            
            (347,653
            )
            
            
            (17,297
            )
            
            
            (332,758
            )Loss
      Before Discontinued Operations
            
            
            (1,396,809
            )
            
            
            (132,502
            )
            
            
            (1,560,738
            )Net
      loss from discontinued operations
            
            
            (2,178,971
            )
            
            
            -0-
            
            
            
            (2,178,971
            )Net
      Loss From Discontinued Operations
            
            
            (1,964,636
            )
            
            
            -0-
            
            
            
            (1,964,636
            )Net
      Loss Applicable to Common Shares
            
            
            (3,361,445
            )
            
            
            (132,502
            )
            
            
            (3,525,374
            )BALANCE
      SHEET DATATotal
      Assets
            
            
            2,509,864
            
            
            
            1,305,781Total
      Liabilities
            
            
            5,451,790
            
            
            
            1,433,162Total
      Stockholders’ Equity
            
            
            (2,941,926
            )
            
            
            (127,371
            )











ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF
OPERATION





The
summarized financial data set forth in the table below is derived from and
should be read in conjunction with our audited financial statements for the
period from inception (December 29, 2003) to fiscal year ended December 31,
2009, including the notes to those financial statements which are included in
this Annual Report. The following discussion should be read in conjunction with
our audited financial statements and the related notes that appear elsewhere in
this Annual Report. The following discussion contains forward-looking statements
that reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward looking statements. Factors that
could cause or contribute to such differences include, but are not limited to
those discussed below and elsewhere in this Annual Report, particularly in the
section entitled "Risk Factors". Our audited financial statements are stated in
United States Dollars and are prepared in accordance with United States
Generally Accepted Accounting Principles.





We are a
pre-exploration stage company and have not generated any revenue to date. The
following table sets forth selected financial information for the periods
indicated. We have incurred recurring losses to date. Our financial statements
have been prepared assuming that we will continue as a going concern and,
accordingly, do not include adjustments relating to the recoverability and
realization of assets and classification of liabilities that might be necessary
should we be unable to continue in operation.




We expect
we will require additional capital to meet our long term operating requirements.
We expect to raise additional capital through, among other things, the sale of
equity or debt securities.





RESULTS
OF OPERATION





Fiscal
Year Ended December 31, 2009 Compared to Fiscal Year Ended December 31,
2008.





Our net
loss for fiscal year ended December 31, 2009 was ($3,361,445) compared to a net
loss of ($132,502) during fiscal year ended December 31, 2008, an increase of
$3,228,943. During fiscal years ended December 31, 2009 and 2008, we did not
generate any revenue.





During
fiscal year ended December 31, 2009, we incurred operating expenses of
approximately $1,049,156 compared to $115,205 incurred during fiscal year ended
December 31, 2008, an increase of $933,951. The increase in operating expenses
was primarily attributable to the following items: (i) professional fees of
$555,655 (2008: $-0-); (ii) salaries and wages of $150,060 (2008: $0); (iii)
advertising and promotion of $68,750 (2008: $0); (iv) insurance of $11,672
(2008: $-0-); and (v) other general and administrative of $263,019 (2008:
$115,205).  Operating expenses increased due to the increased scope
and scale of our business operations. General and administrative expenses
generally include corporate overhead, financial and administrative contracted
services, marketing, and consulting costs.





Other
income (expense) was incurred during fiscal year ended December 31, 2009 of
$22,683 (2008: $14,904) and interest expense of $270,336) (2008: $32,192), which
resulted in a loss before discontinued operations during fiscal year ended
December 31, 2009 of ($1,396,809) compared to a less before discontinued
operations during fiscal year ended December 31, 2008 of
($132,502).












During
fiscal year ended December 31, 2009, we incurred a net loss from discontinued
operations of ($2,178,971) as compared to a net loss from discontinued
operations of $-0- during fiscal year ended December 31, 2008. We determined to
discontinue operations with our Muluncay subsidiary, a mining operation in
Ecuador. This resulted in a net loss applicable to common shares during fiscal
year ended December 31, 2009 of ($3,361,445) as compared to a net loss
applicable to common shares during fiscal year ended December 31, 2008 of
($132,502).  The weighted average number of shares outstanding was
92,447,750 for fiscal year ended December 31, 2009 compared to 92,440,000 for
fiscal year ended December 31, 2008.





LIQUIDITY
AND CAPITAL RESOURCES





Fiscal
Year Ended December 31, 2009





As at
fiscal year ended December 31, 2009, our current assets were $22,433 and our
current liabilities were $5,451,790, which resulted in a working capital deficit
of $3,429,357. As of December 31, 2009, current assets were comprised of $22,433
in prepaid expenses. As of December 31, 2009, current liabilities were comprised
of: (i) $56,269 in accounts payable; (ii) $24,589 in accounts payable – related
party; (iii) $2,389,200 in convertible notes payable, current; (iv) $665,000 in
convertible notes payable – related party, current; (v) $2,057,032 in bonds
payable, convertible and secured – related party; (vi) $47,983 in accrued
interest, convertible bonds payable – related party; (vii) $179,222 in accrued
interest, convertible notes payable – related party; and (viii) $32,495 in short
term notes payable. See “ – Material Commitments.”





As of
December 31, 2009, our total assets were $2,509,864 comprised of: (i) $22,433 in
current assets; (ii) $2,389,200 in investments, which represents Trilliant
Diamonds’ interest in Global Diamond Resources; (iii) $92,585 in bond issue
costs, net – related party; and (iv) $5,646 in deposits. . The increase in total
assets during fiscal year ended December 31, 2009 from fiscal year ended
December 31, 2008 was primarily due to our investment.





As at
December 31, 2009, our total liabilities were $5,451,790 comprised entirely of
current liabilities. The increase in liabilities during fiscal year ended
December 31, 2009 from fiscal year ended December 31, 2008 was primarily due to
the convertible notes payable, current, and the bonds payable, convertible and
secured – related party.





Stockholders’
deficit increased from ($127,371) for fiscal year ended December 31, 2008 to
($2,941,926) for fiscal year ended December 31, 2009.





Cash
Flows from Operating Activities





We have
not generated positive cash flows from operating activities. For fiscal year
ended December 31, 2009, net cash flows used in operating activities was
($3,048,145) consisting primarily of a net loss of $3,361,445 adjusted by
($35,371) in amortization of bond issue costs – related party. Net cash flows
used in operating activities was further changed by $179,222 in interest
payable, $78,201 in accounts payable, $43,108 in bond interest payable and
$39,567 in prepaid expenses.












Cash
Flows from Investing Activities





For
fiscal year ended December 31, 2009, net cash flows used in investing activities
was ($1,399,200) which consisted of $2,389,200 in investments offset by $990,000
in issuance of notes receivable – related party compared to ($990,000) for
fiscal year ended December 31, 2008.





Cash
Flows from Financing Activities





We have
financed our operations primarily from debt or the issuance of equity
instruments. For the fiscal year ended December 31, 2009, net cash flows
provided from financing activities was $4,262,335 compared to $1,336,250 for
fiscal year ended December 31, 2008. Cash flows from financing activities for
fiscal year ended December 31, 2009 consisted of $2,389,200 in net proceeds from
bonds payable, $821,676 in proceeds from convertible bonds payable – related
party; $740,000 in proceeds from convertible notes payable – related party and
$319,559 from unknown.






PLAN
OF OPERATION AND FUNDING




A
substantial portion of fiscal year ended December 31, 2009 was dedicated to the
Muluncay mining project and financing. As at December 31, 2009, our cash and
cash equivalents were $-0-. For fiscal year ended December 31, 2009, we incurred
a net operating loss of $1,396,809 and a net loss of $3,361,445. Net cash
provided by financing activities for fiscal year ended December 31, 2009 of
$4,262,335 of which $2,389,200 was due primarily to net proceeds received from
bonds payable. The accumulated deficit increased was $3,361,445 as at December
31, 2009 due to insignificant revenues and increases in general &
administrative costs, salaries and wages, note and bond interest, and
professional fees.   The orchestration and execution of our
business acquisitions resulted in increased professional fees and the need for
funding.  As such, during fiscal year ended December 31, 2009, we
entered into various note and bond payable agreements to finance our
acquisitions and Muluncay operations, which increased our interest
expense.  In addition, we entered into management and consulting
agreements with our officers and directors, which contributed to the increased
salaries and wages.




We will
need additional further advances and issuance of debt instruments to fund our
operations over the next six months. In connection with our future business
plan, management anticipates additional increases in operating expenses and
capital expenditures relating to acquisition of further interests in gold mining
concessions. We would finance these expenses with further issuances of
securities and debt issuances. We expect we would need to raise additional
capital and generate revenues to meet long-term operating requirements.
Additional issuances of equity or convertible debt securities would result in
dilution to our current shareholders. Further, such securities may have rights,
preferences or privileges senior to our common stock. Additional financing may
not be available upon acceptable terms, or at all.





MATERIAL
COMMITMENTS












As of the
date of this Annual Report, we have the following material commitments as
described below.





Contractual
      Obligations
            
            Total
            
            
            Less
      than one year
            
            
            1 –
      3 Years
            
            
            3 –
      5 Years
            
            
            More
      than 5 YearsLong
      Term Debt Obligations (1A)
            
            $
            1,300,000
            
            
            $
            -
            
            
            $
            1,300,000
            
            
            $
            -
            
            
            $
            -Long
      Term Debt Obligation (1B)
            
            
            300,000
            
            
            
            
            
            
            
            300,000Long
      Term Debt Obligation (1C)
            
            
            210,000
            
            
            
            
            
            
            
            210,000Long
      Term Debt Obligation (1D)
            
            
            210,000
            
            
            
            
            
            
            
            210,000Notes
      payable (2. a-e)
            
            
            3,150,200
            
            
            
            3,150,200Purchase
      Obligations (3)
            
            
            3,600,000
            
            
            
            
            
            
            
            1,800,000
            
            
            
            1,800,000Loan
      payable(4)
            
            
            646,403
            
            
            
            646,403Mortgage
      payable (5)
            
            
            147,082
            
            
            
            147,082Mortgage
      payable (6)
            
            
            172,083
            
            
            
            172,083Mortgages
      payable (7)
            
            
            219,955
            
            
            
            219,955IR
      Pro (8)Camponi
      Insurance (9)
            
            
            9,864
            
            
            
            9,864Reich
      Brothers (10)Total
            
            $
            9,545,587
            
            
            $
            4,345,587
            
            
            $
            3,400,000
            
            
            $
            1,800,000
            
            
            $
            -





(1A). On October 15, 2009, weentered into a convertible secured bond debenture in the principal amount
of $1,300,000.  Interest accrues monthly at the rate of 9% APR and is
payable monthly. Unless converted, principal is payable in full on October
15, 2010. Upon default, the interest rate is increased to 18%. Interest payments
are made mid-month resulting in bond interest payable of $14,990 at December 31,
2009. Bond interest expense was $106,140 (including $18,390 in bond issuance
cost amortization) for the year ended December 31, 2009. The bond has an
optional conversion feature whereby the bond holder is entitled to convert the
bond 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 $0.61 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, we have the option to redeem the bond provided we pay a 16% redemption
premium on the amount redeemed. If the bond is not converted, we are required to
make interest only payments for a period of one year following the bonds’
inception. Thereafter, we shall continue making month 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).












(1B). On
April 30, 2009, we entered into a convertible secured bond debenture in the
principal amount of $300,000. Interest accrues monthly at the rate of 9% APR and
is payable monthly.  Unless converted, principal is payable in full on
October 31, 2010. Upon default, the interest rate is increased to 18%. Interest
payments are made at month end resulting in bond interest payable or $2,464 at
December 31, 2009. Bon interest expense was $22,679 (including $11,429 in bond
issuance cost amortization) for the fiscal year ended December 31, 2009. The
bond has an optional conversion feature whereby the bond holder is entitled to
convert the bond 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 $0.61 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, we have the option to redeem the bond provided we pay a 16%
redemption premium on the amount redeemed. If the bond is not converted, we are
required to make interest only payments for a period of one year following the
bonds’ inception. Thereafter, we shall continue making month interest payments,
in addition to quarterly principal payments of $75,000 and quarterly 16%
redemption premium payments that amount to $12,000 per quarter ($48,000
total).





(1C). On
October 12, 2009, we entered into a convertible secured bond debenture in the
principal amount of $210,000. Interest accrues monthly at the rate of 9% APR and
is payable monthly.  Unless converted, principal is payable in full on
January 12, 2010 or upon completion of any new investments in us exceeding
$1,500,000. Upon default, the interest rate is increased to 18% and we may
convert all bonds held by the bond holder without restriction. Interest payments
are made at month end resulting in bond interest payable or $4,115 at December
31, 2009. Bond interest expense was $4,115 for the fiscal year ended December
31, 2009. The bond has an optional conversion feature whereby the bond holder is
entitled to convert the bond 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 $0.07 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, we have the option to redeem the bond
provided we pay a 16% redemption premium on the amount redeemed. Limitations on
conversion prevent the number of shares issued from exceeding 9.99%. The bonds
carry a currency rate conversion clause wherein if the Euro to US dollar
exchange rate is lower than the rate of October 12, 2009, then the number of
shares to be issued shall be increased by an equal percentage of the decline in
the exchange rate.





(1D). On
November 3, 2009, we entered into a convertible secured bond debenture in the
principal amount of $210,000. Interest accrues monthly at the rate of 9% APR and
is payable monthly.  Unless converted, principal is payable in full on
January 12, 2010 or upon completion of any new investments in us exceeding
$1,500,000. Upon default, the interest rate is increased to 18% and we may
convert all bonds held by the bond holder without restriction. Interest payments
are made at month end resulting in bond interest payable or $2,993 at December
31, 2009. Bond interest expense was $2,993 for the fiscal year ended December
31, 2009. The bond has an optional conversion feature whereby the bond holder is
entitled to convert the bond 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 $0.07 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, we have the option to redeem the bond
provided we pay a 16% redemption premium on the amount redeemed. Limitations on
conversion prevent the number of shares issued from exceeding 9.99%. The bonds
carry a currency rate conversion clause wherein if the Euro to US dollar
exchange rate is lower than the rate of October 12, 2009, then the number of
shares to be issued shall be increased by an equal percentage of the decline in
the exchange rate.












2(A) We
entered into an arrangement with Charms Investments to obtain $275,000 of
financing payable on or before January 5, 2010.  The note accrues
interest at the rate of 8%.  On April 29, 2009 the agreement was
amended to increase amounts loaned to $350,000.  All amounts are
payable on or before June 23, 2010.





2(B) On
July 1, 2009, we entered into an arrangement with Charms investments to obtain
$100,000 of financing payable on or before July 1, 2010.  The note
accrues interest at the rate of 8%.





2(C) On
July 6, 2009, we entered into an arrangement with Charms Investments to obtain
$20,000 of financing payable on or before July 6, 2010.  The note
accrues interest at the rate of 8%.





2(D) We
entered into an arrangement with Charms Investments to obtain $500,000 of
financing payable on or before August 30, 2010.  The loan is issued in
installments with $195,000 issued as of September 30, 2009.  The note
accrues interest at the rate of 8%.





2(E) We
entered into an arrangement with Benbrack Charkit Limited (a foreign investor)
to obtain a note for $2,485,200 (1,500,000 British pouunds).  The note
accrues interest at a rate of 12%.  All amounts are payable on or
before June 24, 2010.  The note is convertible at $.45 per share of
common stock.  Proceeds of the loan were used to acquire 10,000,000
shares of Global Diamond Resources held through Trilliant Diamonds, our
subsidiary.





(3) In
November 2008, we committed to the Muluncay project.  This contingent
installment purchase requires payments of $1,800,000 within 180 days of the
effective date of the agreement (projected in March 2009).  The
outstanding balance shall accrue interest at 4.5% per annum, and four quarterly
payments of $200,000 shall begin once the Muluncay project reaches production of
400 tons per day.  After four quarterly payments, payments of $300,000
shall continue until all principal and interest is fully paid. Uncertainty
exists regarding the timing of when the mine will reach production of 400 tons
per day. Therefore, when payments will begin and end for this purchase
obligation is uncertain.





(4)  MuluncayGoldCorp
held a loan payable to a shareholder of $515,170.  We assumed this
debt. We expected but were not required to pay such loan in 2009. Since assuming
this liability, the balance increased by $131,233.  As of December 31,
2009, the total liability is $646,403.





(5)  We
acquired a plant from Del Pacifico for processing of ore, which was under
mortgage.  Under local law, Del Pacifico may not transfer the note or
property until paid in full. Under agreement, Del Pacifico will make the
required mortgage payments, or at our option, we will make payments
directly.  The mortgage is non interest bearing and requires payments
of $25,000 per quarter.  As of December 31, 2009, the outstanding
balance was $147,082 and $75,000 was in arrears.





(6)   We
acquired five mines from Del Pacifico, which were under
mortgage.  Under local law, Del Pacifico may not transfer the note or
property until paid in full.  Under agreement, Del Pacifico will make
the required mortgage payments, or at our option, we will make payments
directly.  The mortgage is non interest bearing and requires payments
of $29,167 per quarter.  As of December 31, 2009, the outstanding
balance was $172,083, and $87,501 was in arrears.












(7)  We
acquired a sixth mine from Del Pacifico, which was under
mortgage.  Under local law, Del Pacifico may not transfer the note or
property until paid in full.  Under agreement, Del Pacifico will make
the required mortgage payments, or at our option, we will make payments
directly.  The mortgage is non interest bearing and requires payments
of $45,000 per quarter.  As of December 31, 2009, the outstanding
balance was $219,995, and $219,995 was in arrears.





(8)  On
June 22, 2009, we entered into a marketing contract with IR Pro
2.0.  The contract was six months in duration and required a deposit
of $25,000, which was paid upon signing.  As of June 30, 2009 the
remaining obligation is $100,000.  The contract was cancelled in July
2009 and no further liabilities exist.





(9)  On
June 9, 2009, we purchased a directors and officers’ liability insurance policy
in the amount of $20,760 with $5,760 paid at signing.  We paid $5,136
in August 2009.  The balance owed as of December 31, 2009 is
$9,864.





(10)  On
April 28, 2009, we entered into an introducing agreement in which Reich Brothers
shall receive 10% of the gross investment by new shareholders brought to us by
Reich Brothers.  While we have no current liability to Reich Brothers
as of December 31, 2009, management believes this to be a material
obligation.  As of December 31, 2009, we have paid $5,600 in fees to
Reich Brothers.





PURCHASE
OF SIGNIFICANT EQUIPMENT





We do not
intend to purchase any significant equipment during the next twelve
months.





OFF-BALANCE
SHEET ARRANGEMENTS





As of the
date of this Annual Report, 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 investors.





GOING
CONCERN





The
independent auditors' report accompanying our December 31, 2009 and December 31,
2008 financial statements contains an explanatory paragraph expressing
substantial doubt about our ability to continue as a going concern. The
financial statements have been prepared "assuming that we will continue as a
going concern," which contemplates that we will realize our assets and satisfy
our liabilities and commitments in the ordinary course of business.




RECENT
ACCOUNTING PRONOUNCEMENTS




In June
2009 the FASB established the Accounting Standards Codification ("Codification"
or "ASC") as the source of authoritative accounting principles recognized by the
FASB to be applied by nongovernmental entities in the preparation of financial
statements in accordance with generally accepted accounting principles in the
United States ("GAAP"). Rules and interpretive releases of the Securities and
Exchange Commission ("SEC") issued under authority of federal securities laws
are also sources of GAAP for SEC registrants. Existing GAAP was not intended to
be changed as a result of the Codification, and accordingly the change did not
impact our financial statements. The ASC does change the way the guidance is
organized and presented.












Statement
of Financial Accounting Standards ("SFAS") SFAS No. 165 (ASC Topic No. 855),
"Subsequent Events,"
SFAS No. 166 (ASC Topic No. 810), "Accounting for Transfers of
Financial Assets-an Amendment of FASB Statement No. 140,"SFAS No. 167
(ASC Topic No. 810), "Amendments to FASB Interpretation
No. 46(R)," and SFAS No. 168 (ASC Topic No. 105), "The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles-a
replacement of FASB Statement No. 162," were recently issued. SFAS No.
165, 166, 167, and 168 have no current applicability to the Company or their
effect on the financial statements would not have been significant.





Accounting
Standards Update ("ASU") ASU No. 2009-05 (ASC Topic No. 820), which amends Fair Value Measurements and
Disclosures - Overall, ASU No. 2009-13 (ASC Topic No. 605), Multiple-Deliverable Revenue
Arrangements, ASU No. 2009-14 (ASC Topic No. 985), Certain Revenue Arrangements that
include Software Elements, and various other ASU's No. 2009-2 through ASU
No. 2009-15 which contain technical corrections to existing  guidance or
affect guidance to specialized industries or entities were recently issued.
These updates have no current applicability to the Company or their effect on
the financial statements would not have been significant.




Currency Risk and Foreign
Currency Translations






The
functional currency of the Company is the United States Dollar
(USD).  In accordance with ASC Topic No. 830, realized gains or losses
on expenses incurred in denominations other than USD are recognized in earnings
on the transaction date.  At such time as there are any foreign
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 from foreign currency translation.   The
company holds investments and notes payable denominated in Euros.  The
company reported changes in the value of the asset due to foreign currency
adjustments of $96,000 as of December 31, 2009 which is offset by adjustments to
related liabilities.  The Company is required to pay interest in Euros
on the above note payable.  As of December 31, 2009 the company
accrued net interest of $68,796 after an adjustment of $5,787 in currency
translation recorded in Accumulated Other Comprehensive Income.























ITEM 8. FINANCIAL
STATEMENTS AND SUPPLEMENTAL DATA






REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM DATED APRIL _,
2010.






BALANCE
SHEETS AS AT DECEMBER 31, 2009 AND DECEMBER 31, 2008.






STATEMENTS
OF OPERATIONS FOR FISCAL YEARS ENDED DECEMBER 31, 2009 AND DECEMBER 31, 2008 AND
FOR THE PERIOD FROM INCEPTION (DECEMBER 29, 2003) TO DECEMBER 31,
2009.






STATEMENT
OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE PERIOD FROM INCEPTION (DECEMBER 29,
2003) TO DECEMBER 31, 2009.






STATEMENTS
OF CASH FLOWS FOR THE FISCAL YEARS ENDED DECEMBER 31, 2009 AND DECEMBER 31, 2008
AND FOR THE PERIOD FROM INCEPTION (DECEMBER 29, 2003) TO DECEMBER 31,
2009.






NOTES
TO FINANCIAL STATEMENTS.














Insert
financials





ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE




Our
principal independent registered public accounting firm is Child, Van Wagoner
& Bradshaw PLLC (CVWB”), 5296 S. Commerce Drive, Suite 300, Salt Lake City,
Utah 84107. The report of CVWB on our financial statements for fiscal years
ended December 31, 2009 and December 31, 2008 (which included the balance sheet
as of December 31, 2009 and the statement of operations, cash flows and
stockholders’ equity for the period from December 29, 2003 (inception) through
December 31, 2009), did not contain an adverse opinion or disclaimer of opinion,
nor was it modified as to uncertainty, audit scope or accounting principles,
other than to state that there is substantial doubt as to our ability to
continue as a going concern.  During our fiscal year ended December
31, 2009 and December 31, 2008, there were no disagreements between us and CVWB,
whether or not resolved, on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which, if not
resolved to the satisfaction of CVWB, would have caused CVWB to make reference
thereto in its report on our audited financial statements.




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.












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.




ITEM 9B. OTHER
INFORMATION






Not
applicable.






ITEM 10. DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE






IDENTIFICATION
OF DIRECTORS AND EXECUTIVE OFFICERS






All of
our directors hold office until the next annual general meeting of the
shareholders or until their successors are elected and qualified. Our officers
are appointed by our board of directors and hold office until their earlier
death, retirement, resignation or removal.






Our
directors and executive officers, their ages and positions held are as
follows:




Name
            Age
            Position
      with the CompanyJeffrey
      Sternberg
            
            President,
      Chief Executive Officer and Treasurer/Chief Financial Officer and a
      Director












Business
Experience





The
following is a brief account of the education and business experience of each
director, executive officer and key employee during at least the past five
years, indicating each person's principal occupation during the period, and the
name and principal business of the organization by which he or she was employed,
and including other directorships held in reporting companies.





Jeffrey
Sternberg.Mr. Sternberg has been the President/Chief
Executive Officer and the Treasurer/Chief Financial Officer and a member of the
Board of Directors of the Company since February 1, 2010. Since the year 2000,
Mr. Sternberg has been involved with investment advisory firms providing
portfolio management and financial planning services to private and public
companies. From approximately 2007 to current date, Mr. Sternberg has served as
an analyst for Trafalgar Capital Advisors, LLC, an institutional investor
(“Trafalgar”), where he is responsible for tracking and evaluating potential
transactions and monitoring Trafalgar’s expenditures. From approximately 2004 to
2006, Mr. Sternberg served as the president of Advantage Capital Development
Corporation, a small business development company (“Advantage Capital”), where
he was primarily responsible for eliminating debt of client companies and
managing Advantage Capital’s general operations.





AUDIT
COMMITTEE AND CHARTER





We
have a separately-designated audit committee of the board. Audit committee
functions are performed by our board of directors. Our director is not 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. .





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.





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.





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.












COMMITTEES
OF THE BOARD OF DIRECTORS





As of the
date of this Annual Report, we have not established a compensation committee nor
a nominating committee. We intend within the next fiscal quarter to establish
such committees and adopt and authorize certain corporate governance policies
and documentation.




FAMILY
RELATIONSHIPS






There are
no family relationships among our directors or officers.






INVOLVEMENT IN CERTAIN LEGAL
PROCEEDINGS






During
the past five years, none of our directors, executive officers or persons that
may be deemed promoters is or have been involved in any legal proceeding
concerning: (i) any bankruptcy petition filed by or against any business of
which such person was a general partner or executive officer either at the time
of the bankruptcy or within two years prior to that time; (ii) any conviction in
a criminal proceeding or being subject to a pending criminal proceeding
(excluding traffic violations and other minor offenses); (iii) being subject to
any order, judgment or decree, not subsequently reversed, suspended or vacated,
of any court of competent jurisdiction permanently or temporarily enjoining,
barring, suspending or otherwise limiting involvement in any type of business,
securities or banking activity; or (iv) being found by a court, the Securities
and Exchange Commission or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law (and the judgment has
not been reversed, suspended or vacated).






COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT






Section
16(a) of the Exchange Act requires our directors and officers, and the persons
who beneficially own more than ten percent of our common stock, to file reports
of ownership and changes in ownership with the Securities and Exchange
Commission. Copies of all filed reports are required to be furnished to us
pursuant to Rule 16a-3 promulgated under the Exchange Act. Based solely on the
reports received by us and on the representations of the reporting persons, we
believe that these persons have complied with all applicable filing requirements
during the fiscal year ended December 31, 2009. The exception to the compliance
is




ITEM 11. EXECUTIVE
COMPENSATION





The
following table sets forth the compensation paid to our Chief Executive Officer
and those executive officers that earned in excess of $100,000 during fiscal
years ended December 31, 2009 and 2008 (collectively, the “Named Executive
Officers”):












SUMMARY
COMPENSATION TABLE










Executive Officer Compensation
      TableName
      and
              Principal
      Position
            
            Year
              (US$)
            
            Salary
              (US$)
            
            
            Bonus Accrual
              (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
              2009
            
            $
            36,000
              36,000
            (1)
            
            $
            75,000
            
            
            
            0
              0
            
            
            
            0
              0
            
            
            
            0
              0
            
            
            
            0
              0
            
            
            
            0
              0
            
            
            $
            111,000
              36,000Andrew
      J Befumo, Secretary
            
            2008
              2009
            
            $
            48,000
              48,000
            (1)
            
            
            0
              0
            
            
            
            0
              0
            
            
            
            0
              0
            
            
            
            0
              0
            
            
            
            0
              0
            
            
            
            0
              0
            
            
            $
            48,000
              48,000





(1)
            In
      order to retain cash flows and conserve expenses, we retain the
      specialized services of directors and officers.  As of December
      31, 2009 and December 31, 2008, we 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.


(2)
            Effective
      on December 20, 2009, we accepted the resignation of Andrew Befumo as our
      secretary. Effective on January 31, 2010, we accepted the resignation of
      William Lieberman as our President/Chief Executive Officer and
      Treasurer/Chief Financial Officer and a
  director.





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.












STOCK
OPTIONS/SAW GRANTS IN FISCAL YEAR ENDED DECEMBER 31, 2009





The
following table sets forth information as at December 31, 2009 relating to Stock
Options that have been granted to the Named Executive Officers:





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
            
            
            $
            8,125





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.





EMPLOYMENT
AND CONSULTING AGREEMENTS





As of the
date of this Annual Report, we do not have any contractual relationships with
certain of our executive officers and directors as follows.





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 AND RELATED STOCKHOLDER
MATTERS




As of the
date of this Annual Report, the following table sets forth certain information
with respect to the beneficial ownership of our common stock by each stockholder
known by us to be the beneficial owner of more than 5% of our common stock and
by each of our current directors and executive officers. Each person has sole
voting and investment power with respect to the shares of common stock, except
as otherwise indicated. Beneficial ownership consists of a direct interest in
the shares of common stock, except as otherwise indicated. As of the date of
this Annual Report, there are 93,031,500 shares of common stock issued and
outstanding.





Name
      and address of Beneficial Owner
            Amount
      and Nature of Beneficial Ownership
            Position
            Percent
      of ClassJeffrey
      Sternberg
              Address
            -0-
            Current
      President/CEO?CFO and a director
            -0-William
      Lieberman
              140
      West 4th St. Apartment 9
              New
      York, NY 10012
            200,000
            Prior
      President, Director
            0.22%Andrew
      Befumo
              PO
      Box 717
              Culpeper,
      VA 22701
            250,000
            Prior
      Secretary
            0.27%Compania
      Minera del Pacifico, S.A.
              Cir.
      Norte #511 Y 12 AVA
              Machala,
      El Oro, Ecuador
            16,500,000
            N/A
            17.74%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
            10.75%Phillip
      C. Smith
              2877
      South Paradise Suite 2206
              Las
      Vegas, Nevada 89109
            10,000,000
            N/A
            10.75%







*
            Less
      than one percent.




Under
Rule 13d-3, a beneficial owner of a security includes any person who, directly
or indirectly, through any contract, arrangement, understanding, relationship,
or otherwise has or shares: (i) voting power, which includes the power to vote,
or to direct the voting of shares; and (ii) investment power, which includes the
power to dispose or direct the disposition of shares. Certain shares may be
deemed to be beneficially owned by more than one person (if, for example,
persons share the power to vote or the power to dispose of the shares). In
addition, shares are deemed to be beneficially owned by a person if the person
has the right to acquire the shares (for example, upon exercise of an option)
within 60 days of the date as of which the information is provided. In computing
the percentage ownership of any person, the amount of shares outstanding is
deemed to include the amount of shares beneficially owned by such person (and
only such person) by reason of these acquisition rights. As a result, the
percentage of outstanding shares of any person as shown in this table does not
necessarily reflect the person’s actual ownership or voting power with respect
to the number of shares of common stock actually outstanding as of the date of
this Annual Report. As of the date of this Annual Report, there are 93,031,500
shares issued and outstanding.
















CHANGES
IN CONTROL





We are
unaware of any contract, or other arrangement or provision, the operation of
which may at a subsequent date result in a change of control of our
company.





ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE





As of the
date of this Annual Report, other than as disclosed below, none of our
directors, officers or principal stockholders, nor any associate or affiliate of
the foregoing, have any interest, direct or indirect, in any transaction or in
any proposed transactions, which has materially affected or will materially
affect us during fiscal year ended December 31, 2009.





Short-term
Notes Payable





We have
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.  We have
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,
2009.  Interest has not been imputed due to its immaterial impact on
the financial statements.





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





Long-term
Notes Payable












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,
whereby we received $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 us 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, were being used to
partially fund, the Notes Receivable from Pacifico below.





Notes
Receivable and Share Transfer Agreement





On
October 16, 2008, we entered into a note receivable agreement with Minera del
Pacifico (Pacifico) a significant stockholder, whereby we were 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





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, we executed the Share Transfer Agreement whereby we purchased 100%
ownership interest in Muluncay. 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. We would then pay $300,000 in quarterly
installments until principal and interest is fully paid.   We
would also be required to pay an additional $1,800,000 investment to Muluncay
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
December 11, 2009, we were in default for the purchase of Muluncay. We received
a letter on February 11, 2010 in which Del Pacifico informed us of its intent to
enforce its rights under the Share Transfer Agreement and terminated all
contractual agreements between us and Del Pacifico effective December 31, 2009.
In the interest of our shareholders and lacking financial funds to further
pursue contractual agreements with Del Pacifico, we acknowledged the letter from
Del Pacifico and released all claims on the Controlling Assets and rights under
the terms of the Share Purchase Agreement.





Effective
December 31, 2009, we determined to discontinue operations through our Muluncay
subsidiary. We were released from all obligations and released all claims on the
Controlling Assets primarily because we had incurred significant operating
losses since acquisition and we could not attract operating capital to meet
contractual obligations since the acquisition of Muluncay. On December 31, 2009,
we completed the loss recognition for a total loss of
$2,178,971.





Bonds Payable, Convertible &
Secured





On
October 15, 2008, we 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.





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, we 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).












On
November 3, 2009, we entered into a convertible secured bond debenture in the
principal amount of $210,000. Interest accrues monthly at the rate of 9% APR and
is payable monthly.  Unless converted, principal is payable in full on
January 12, 2010 or upon completion of any new investments in us exceeding
$1,500,000. Upon default, the interest rate is increased to 18% and we may
convert all bonds held by the bond holder without restriction. Interest payments
are made at month end resulting in bond interest payable or $2,993 at December
31, 2009. Bond interest expense was $2,993 for the fiscal year ended December
31, 2009. The bond has an optional conversion feature whereby the bond holder is
entitled to convert the bond 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 $0.07 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, we have the option to redeem the bond
provided we pay a 16% redemption premium on the amount redeemed. Limitations on
conversion prevent the number of shares issued from exceeding 9.99%. The bonds
carry a currency rate conversion clause wherein if the Euro to US dollar
exchange rate is lower than the rate of October 12, 2009, then the number of
shares to be issued shall be increased by an equal percentage of the decline in
the exchange rate.




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:





2009
            $15,000
            Child,
      Van Wagoner & Bradshaw, PLLC2008
            $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:





2009
            $1,250
            Child,
      Van Wagoner & Bradshaw, PLLC2008
            $12,000
            Child,
      Van Wagoner & Bradshaw, PLLC





(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:





2009
            $0
            Child,
      Van Wagoner & Bradshaw, PLLC2008
            $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:





2009
            $0
            Child,
      Van Wagoner & Bradshaw, PLLC2008
            $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%.





ITEM 15. EXHIBITS AND FINANCIAL
SCHEDULES




The
following exhibits are filed as part of this Annual Report.



























TRILLIANT EXPLORATION
CORPORATION








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







TRILLIANT
      EXPLORATION CORPORATIONDated:
      April 15, 2010
            By:
            /s/ JEFFREY
      STERNBERGJeffrey
      Sternberg, President/ChiefExecutive
      OfficerDated:
      April 15, 2010
            By:
            /s/
      JEFFREY STERNBERGJeffrey
      Sternberg, Chief Financial Officer






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








Dated:
      April 15, 2010
            By:
            /s/ JEFFREY
      STERNBERGDirector