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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-QSB

(Mark One)

[ X ]Quarterly Report Pursuant To Section 13 Or 15(d) Of
The Securities Exchange Act Of 1934

For the quarterly period ended January 31,
2006

[  ] Transition Report Under Section 13 Or 15(d) Of The Securities
  Exchange Act Of 1934

For the transition period ________ to ________

COMMISSION FILE NUMBER000-51261

TRITON RESOURCES,
INC.(Exact name of small business issuer as specified in its
charter)

|NEVADA                                                 | 20-1147435                       
|------------------------------------------------------ | ---------------------------------
|(State or other jurisdiction of incorporation
      or | (IRS Employer Identification No.)
|organization)                                          |                                  

7363  146A StreetSurrey, British Columbia,
Canada V3S 8Y8(Address of principal executive offices)

(604) 599-8799Issuer's telephone number

Not Applicable(Former name, former address and
former fiscal year, if changed since last report)

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

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

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: As of March 10,
2006, the Issuer had70,200,000Shares of Common Stock
outstanding.

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

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

2

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TRITON RESOURCES, INC.

(An Exploration Stage Company)

INTERIM FINANCIAL STATEMENTS

January 31, 2006

(Stated in US Dollars)

(Unaudited)

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

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

SEE ACCOMPANYING NOTES

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

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

SEE ACCOMPANYING NOTES

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

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

SEE ACCOMPANYING NOTES

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



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

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

SEE ACCOMPANYING NOTES

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

|Note 1 | Interim Reporting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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|       | While information presented
        in the accompanying interim financial statements is unaudited, it includes
        all adjustments, which are, in the opinion of management, necessary to
        present fairly the financial position, results of operations and cash
        flows for the interim period presented. All adjustments are of a normal
        recurring nature. It is suggested that these interim financial statements
        be read in conjunction with the Companys October 31, 2005 audited
        financial statements. Operating results from the period ended January
        31, 2006 are not necessarily indicative of the results that can be expected
        for the year ending October 31, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
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|Note 2 | Continuance of Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
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|       | These financial statements
        have been prepared in accordance with generally accepted accounting principles
        applicable to a going concern, which assumes that the Company will be
        able to meet its obligations and continue its operations for the next
        twelve months. Realization values may be substantially different from
        carrying values as shown and these financial statements do not give effect
        to adjustments that would be necessary to the carrying values and classification
        of assets and liabilities should the Company be unable to continue as
        a going concern. At January 31, 2006, the Company had not yet achieved
        profitable operations, has accumulated losses of $69,932 since its inception
        and expects to incur further losses in the development of its business,
        all of which casts substantial doubt about the Companys ability
        to continue as a going concern. The Companys ability to continue
        as a going concern is dependent upon its ability to generate future profitable
        operations and/or to obtain the necessary financing to meet its obligations
        and repay its liabilities arising from normal business operations when
        they come due. Management has no formal plan in place to address this
        concern but considers that the Company will be able to obtain additional
        funds by equity financing and/or related party advances, however there
        is no assurance of additional funding being available.
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|Note 3 | Mineral Property                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
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|       | Gold Bottom Mining Claim                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
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|       | By a mineral property
        staking and sales agreement dated July 5, 2004, the Company acquired a
        100% undivided right, title and interest in and to the Gold Bottom Mining
        Claim located in the Atlin Mining Division in the province of British
        Columbia, Canada by the payment of $2,262 (CDN$ 3,000).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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Triton Resources, Inc.
  (An Exploration Stage Company) 
  Interim Notes to the Financial Statements 
  January 31, 2006 
  (Stated in US Dollars) 
  (Unaudited)  Page 2

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

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

|       | These contributions
        were measured by the exchange amount, which is the amount agreed upon
        by the transacting parties.                                                                                                                 
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|       |                                                                                                                                                                                                                                                       
|Note 5 | Comparative Figures                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                       
|       | Certain of the comparative
        figures for the three months ended January 31, 2005 and for the period
        May 18, 2004 (Date of Inception) to January 31, 2006 have been reclassified
        to conform with the current years presentation.
|
|

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION.

Cautionary Statement Regarding Forward-Looking
Statements

Certain statements contained in this Quarterly Report
constitute "forward-looking statements". These statements, identified by words
such as plan, "anticipate," "believe," "estimate," "should," "expect" and
similar expressions include our expectations and objectives regarding our future
financial position, operating results and business strategy. These statements
reflect the current views of management with respect to future events and are
subject to risks, uncertainties and other factors that may cause our actual
results, performance or achievements, or industry results, to be materially
different from those described in the forward-looking statements. Such risks and
uncertainties include those set forth under the caption "Management's Discussion
and Analysis or Plan of Operation" and elsewhere in this Quarterly Report. We
advise you to carefully review the reports and documents we file from time to
time with the Securities and Exchange Commission (the SEC), particularly our
Annual Reports on Form 10-KSB and our Current Reports on Form 8-K.

As used in this Quarterly Report, the terms "we", "us", "our",
the Company and Triton mean Triton Resources, Inc. unless otherwise
indicated. All dollar amounts in this Quarterly Report are in U.S. dollars
unless otherwise stated.

Introduction

We are an exploration stage company engaged in the acquisition
and exploration of mineral properties. In July, 2004, we acquired a 100%
undivided interest in a mineral claim that we call the "Gold Bottom Mining
Claim, comprised of a twenty unit grid claim block located in the Atlin Mining
Division, in the Province of British Columbia, Canada. We are currently
conducting mineral exploration activities on the Gold Bottom Claim in order to
assess whether it possesses any commercially exploitable gold reserves. There
are currently no known mineral reserves on the Gold Bottom Claim.

The following discussion and analysis summarizes our plan of
operation for the next twelve months, our results of operation for the three
months ended January 31, 2006 and changes in our financial condition from
January 31, 2006. The following discussion should be read in conjunction with
the Managements Discussion and Analysis or Plan of Operation included in our
Annual Report on Form 10-KSB for the year ended October 31, 2005.

PLAN OF OPERATION

Our plan of operation is to conduct mineral exploration
activities on the Gold Bottom Claim in order to assess whether the claims
possess mineral reserves. Our exploration program is designed to explore for
commercially viable deposits of gold mineralization. We have not, nor has any
predecessor, identified any commercially exploitable reserves of these minerals
on our mineral claim.

Over the next twelve months, we plan to complete the following
objectives within the time periods specified, subject to our obtaining any
additional funding necessary for the continued exploration of our Gold Bottom
mineral property. We have enough cash to complete our Phase One exploration
program. We do not have enough funds to complete our Phase Two program which we
plan to commence if the results of our Phase One exploration program are
successful. The following is a brief summary of our three phase exploration
program:

3

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|1. | We plan to compile and correlate historical reports for
      the area of Mount O'Keefe if we are able to obtain them from the Province
      of British Columbia. We anticipate there will be no cost for this activity
      since our President will conduct the compilation and correlation free of
      charge.                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|2. | As recommended by our consulting geologist, we plan to
      complete the first phase of our three phase exploration program. Phase One
      of our exploration program is expected to cost approximately $25,000 CDN
      (approximately $21,950 USD) and we have expended $2,000 CDN (approximately
      $1,756 USD) on the cost of Phase One to date. We commenced Phase One of
      our exploration program in June, 2005. However, due to delays in obtaining
      contractors to perform the necessary work, we have been forced to delay
      Phase One. Due to the limited access caused by seasonal weather
      conditions, we do not expect to be able to continue Phase One until June,
      2006.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|3. | Based on any preliminary results of the Phase One
      exploration program, we may stake additional claims around the Gold Bottom
      Claim. Our consulting geologist indicated that we should be prepared to
      stake as many as 100 additional claim units if they are available for
      staking, in which case we plan to spend $4,000 CDN (approximately $3,512
      USD) for this staking activity.                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4. | If we are able to identify favorable rock formations and
      structures with elevated metal values following the completion of Phase
      One, of which there are no assurances, we plan to conduct our Phase Two
      program. During Phase Two, our geologist would conduct hand drilling at
      various locations around the Gold Bottom Claim in an effort to confirm
      metal values. Our consulting geologist has indicated that we should budget
      approximately $25,000 CDN (approximately $21,950 USD) for our Phase Two
      program.                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|5. | If Phase Two of our exploration program takes place, of
      which there are no assurances, and if we are able to continue to confirm
      elevated metal values at specific hand drilled targets, we will consider
      planning for Phase Three. Phase Three is expected to have a substantial
      cost associated with it, due to the fact that there would be major
      expenditures for geophysical surveys, followed by drilling. At this stage,
      we would likely seek to link with a major resource company in a joint
      venture relationship.                                                                                                                                                 

We anticipate that we will incur over the next twelve months
the following expenses:

Category
    Planned Expenditures Over
      The Next 12 Months (US$)Legal and Accounting Fees
    $17,000Office Expenses
    $2,000Mineral Property Exploration Expenses
    $21,000TOTAL
    $40,000


Our total expenditures over the next twelve months are
anticipated to be approximately $40,000. Our cash on hand as of January 31, 2006
is $39,527. We have sufficient cash on hand to pay the costs of Phase One of our
proposed exploration program; however, we will require additional financing in
order to meet the expected costs of operating our business over the next twelve
months and to proceed with any additional work beyond Phase One of our
exploration program. Currently, we do not have any financing arrangements in
place and there is no assurance that we

4

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will be able to obtain sufficient financing in order to
complete any work beyond Phase I of our plan of operation.

During the next twelve months, we do not anticipate generating
any revenue. We anticipate that any additional funding will come from equity
financing from the sale of our common stock or sale of part of our interest in
the Gold Bottom mineral claim. If we are successful in completing an equity
financing, existing shareholders will experience dilution of their interest in
our company. We do not have any financing arranged and we cannot provide
investors with any assurance that we will be able to raise sufficient funding
from the sale of our common stock to fund Phase Two or Phase Three of our
exploration program. In the absence of such financing, our business will
fail.

If we proceed to Phase Three, of which there is no assurance,
we may consider entering into a joint venture partnership by linking with a
major resource company to provide the required funding to complete our Phase
Three exploration program. We have not undertaken any efforts to locate a joint
venture partner for Phase Three. If we enter into a joint venture arrangement,
we will assign a percentage of our interest in the Gold Bottom claim to the
joint venture partner.

Based on the nature of our business, we anticipate incurring
operating losses in the foreseeable future. We base this expectation, in part,
on the fact that very few mineral claims in the exploration stage ultimately
develop into producing, profitable mines. Our future financial results are also
uncertain due to a number of factors, some of which are outside our control.
These factors include, but are not limited to:

- our ability to raise additional
funding; - the market price for gold;- the results of our proposed
exploration programs on the mineral property; and - our ability to find
joint venture partners for the development of our property interests.

Due to our lack of operating history and present inability to
generate revenues, our auditors have stated in their audit report included in
our audited financial statements for the year ended October 31, 2005 that there
currently exists substantial doubt about our ability to continue as a going
concern.

RESULTS OF OPERATIONS

Summary of Year-End Results

|                | Three Months 
      Ended January 31,
      2006 | Three Months 
      Ended January 31,
      2005 | Percentage 
      Increase /
      (Decrease)
|--------------- | ------------------------------------------------ | ------------------------------------------------ | ---------------------------------------------
|
|
|Revenue         | $ --                                             | $ --                                             | n/a                                          
|Expenses        | (15,668)                                         | (8,666)                                          | 80.8%                                        
|Interest Income | -                                                | 185                                              | (100.0)%                                     
|Net Loss        | $(15,668)                                        | $(8,481)                                         | 84.7%                                        

Revenues

We have not earned any revenues since inception and we do not
anticipate earning revenues in the foreseeable future. We are presently an
exploration stage company engaged in the search for

5

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mineral reserves. We can provide no assurances that we will be
able to discover any commercially exploitable levels of mineral resources on our
property, or, even if such resources are discovered, that we will be able to
enter into commercial production of our mineral property.

Expenses

We incurred the following expenses for each of the periods
presented below:

|                               | Three Months 
      Ended January 31,
      2006 | Three Months 
      Ended January 31,
      2005 | Percentage 
      Increase /
      (Decrease)
|------------------------------ | ------------------------------------------------ | ------------------------------------------------ | ---------------------------------------------
|
|
|Accounting and audit           | $4,378                                           | $2,250                                           | 94.6%                                        
|Bank charges                   | 51                                               | 59                                               | (13.6)%                                      
|Consulting                     | 1,500                                            | 1,500                                            | 0%                                           
|Legal                          | 7,435                                            | 3,000                                            | 147.8%                                       
|Mineral property costs         | -                                                | 637                                              | (100.0)%                                     
|Office and miscellaneous       | 1,604                                            | --                                               | 100.0%                                       
|Rent                           | 750                                              | 750                                              | 0%                                           
|Transfer agent and filing fees | (50)                                             | 470                                              | (110.6)%                                     
|Total Expenses                 | $15,668                                          | $8,666                                           | 80.8%                                        

The increases in expenses are primarily a result of the
increase in professional fees associated with preparing and filing our quarterly
and annual reports under the Securities Exchange Act of 1934. The majority of
the amounts spent by us on accounting and legal fees are amounts paid in
connection with meeting our ongoing reporting obligations with the SEC.

We anticipate our operating expenses will increase
significantly as we undertake our exploration program.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital

|                          | At January 31, 2006 | At October 31, 2005 | Percentage 
      Increase /
      (Decrease)
|------------------------- | ------------------- | ------------------- | ---------------------------------------------
|
|
|Current Assets            | $39,538             | $46,550             | (15.1)%                                      
|Current Liabilities       | (18,128)            | (11,735)            | 54.5%                                        
|Working Capital (Deficit) | $21,410             | $34,815             | (38.5)%                                      

6

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Cash Flows

|                                               | Three Months Ended January 31, 2006 | Three Months Ended January 31, 2005
|---------------------------------------------- | ----------------------------------- | -----------------------------------
|
|Cash Flows used in Operating Activities        | $(7,025)                            | $(8,242)                           
|Cash Flows from (used in) Financing Activities | -                                   | (82)                               
|Effect of Exchange Rate Changes                | 13                                  | (730)                              
|Net Increase (decrease) in Cash During Period  | $(7,012)                            | $(9,054)                           

The decreases in our working capital at January 31, 2006 from
our year ended October 31, 2005, and the increase in our cash used during the
period ended on January 31, 2006, from the comparable periods of the preceding
fiscal years are primarily a result of the increase in professional fees
associated with preparing and filing our quarterly and annual reports under the
Securities Exchange Act of 1934, and from the fact that we had no revenue or
sources of financing during the period ended January 31, 2006.

As of January 31, 2006, we had cash on hand of $39,527. Since
our inception, we have used our common stock to raise money for our operations
and for our property acquisitions. We have not attained profitable operations
and are dependent upon obtaining financing to pursue our plan of operation. For
these reasons, our auditors stated in their report to our audited financial
statements for the period ended October 31, 2005, that there is substantial
doubt that we will be able to continue as a going concern.

We anticipate continuing to rely on equity sales of our common
stock in order to continue to fund our business operations. Issuances of
additional shares will result in dilution to our existing stockholders. There is
no assurance that we will achieve any of additional sales of our equity
securities or arrange for debt or other financing for to fund our planned
business activities.

OFF-BALANCE SHEET ARRANGEMENTS

We have no significant 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.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with
generally accepted accounting principles requires our management to make
estimates and assumptions that affect the reported amount of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Our management routinely makes judgments and estimates about the effects of
matters that are inherently uncertain.

The following accounting policies have been determined by
management to be critical accounting policies:

7

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Income Taxes

Potential benefits of income tax losses are not recognized by
us until realization is more likely than not. We have adopted SFAS No. 109
Accounting for Income Taxes as of our inception. Pursuant to SFAS No. 109, the
Company is required to compute tax asst benefits for net operating losses
carried forward. Potential benefits of net operation losses have not been
recognized in the financial statements attached to this Quarterly Report because
we cannot be assured that it is more likely than not that we will utilize the
net operating losses carried forward in future years.

Foreign Currency Translation

Our functional currency is the Canadian dollar. Our financial
statements are translated to United States dollars under the current rate method
in accordance with SFAS No. 52 Foreign Currency Translation. Revenues and
expenses are translated at the average exchange rate for the period. The
cumulative translation adjustment is reported as a component of accumulated
other comprehensive income.

Mineral Property Costs

We have been in the exploration stage since our formation on
May 18, 2004 and have not yet realized any revenues from our planned operations.
We are primarily engaged in the acquisition and exploration of mining
properties. Mineral property acquisition and exploration costs are expensed as
incurred. When it has been determined that a mineral property can be
economically developed as a result of establishing proven and probable reserves,
the costs incurred to develop such property are capitalized. Such costs will be
amortized using the units-of-production method over the estimated life of the
probable reserve. If mineral properties are subsequently abandoned or impaired,
any capitalized costs will be charged to operations.

Financial Instruments

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

RISKS AND UNCERTAINTIES

Our auditors have expressed substantial doubt about our
ability to continue as a going concern.

The financial statements attached to this Quarterly Report have
been prepared assuming that we will continue as a going concern. As discussed in
Note 2 to those financial statements, since our incorporation on May 18, 2004,
we have no history of earnings. As a result, our auditors have expressed a
substantial doubt about our ability to continue as a going concern. Continued
operations are dependent on our ability to complete equity or debt financings or
generate profitable operations. Such financings may not be available or may not
be available on reasonable terms.

8

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Because of the speculative nature of mineral property
exploration, there is substantial risk that no commercially viable gold deposits
will be found and our business will fail.

Exploration for gold is a speculative venture involving
substantial risk. We can provide investors with no assurance that the Gold
Bottom Claim contains commercially viable gold or other mineral deposits. The
exploration program that we will conduct on our claim may not result in the
discovery of commercially viable mineral reserves. Problems such as unusual and
unexpected rock formations and other conditions are involved in mineral
exploration often result in unsuccessful exploration efforts.

If we do not obtain additional financing, we may not be able
to complete our exploration program for the Gold Bottom Claim.

Our current operating funds are estimated to be sufficient to
complete Phase One of our exploration program for the Gold Bottom Claim.
However, we will need to obtain additional financing in order to proceed to
Phase Two. In addition, there are no assurances that the actual cost of
completing the first two phases of our exploration program will not exceed our
estimates. If we decide to proceed to Phase Two of our exploration program, or
if the actual costs of completing Phase One of our exploration program exceed
our estimates, we will be required to obtain additional financing. If we are
unable to obtain additional financing if and when required, our business may
fail.

Our failure to make required payments or expenditures could
cause us to lose title to the mineral claims.

In the Province of British Columbia, the recorded holder of a
mineral claim is required to perform a minimum amount of exploration work on a
claim or make payment in the equivalent sum in lieu of work. The fee is $4.00
CDN per hectare (approximately $3.51 US per hectare) in the first three years
and $8.00 CDN per hectare (approximately $7.02 US per hectare) in subsequent
years plus a $0.40 CDN per hectare (approximately $0.35 US per hectare)
recording fee annually. The mineral claim consists of 664.28 hectares. As such,
the minimum exploration expenditures and/or filing fee required to maintain the
Gold Bottom Claim in good standing is anticipated to be $2,923 CDN
(approximately $2,566 US) annually for the years 2006, 2007 and 2008 and $5,580
CDN (approximately $4,899 US) annually thereafter. The claim is in good standing
until June 20, 2006. If we fail to incur the minimum exploration expenditures or
make any of the required payments in lieu thereof, we could lose title to the
Gold Bottom Claim.

Because we have only recently commenced business operations,
we face a high risk of business failure and this could result in a total loss of
your investment.

We were incorporated on May 18, 2004 and to date have been
involved primarily in organizational activities, obtaining financing, purchasing
our mineral claim and preliminary exploration work. To date, we have not earned
any revenues and or achieved profitability. Potential investors should be aware
of the difficulties normally encountered by new mineral exploration companies
and the high rate of failure of such enterprises. The likelihood of success must
be considered in the light of problems, expenses, difficulties, complications
and delays encountered in connection with the exploration of the mineral
properties that we plan to undertake. These potential problems include, but are
not limited to, unanticipated problems relating to exploration and additional
costs and expenses that may exceed current estimates. We have no history upon
which to base any assumption as to the likelihood that our business will prove
successful, and we can provide no assurance to investors that we will generate
any operating revenues or ever achieve profitable

9

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operations. If we are unsuccessful in addressing these risks,
our business will likely fail and you will lose your entire investment in
Triton.

Because we have only recently commenced business operations,
we expect to incur substantial losses for the foreseeable future.

We have never earned any revenues and we have never been
profitable. Prior to completing our exploration program for the Gold Bottom
Claim, we will likely incur increased operating expenses without realizing any
revenues. This could cause our business to fail.

If we do not find a joint venture partner for the continued
development of our mineral claim, we may not be able to advance exploration
work.

If the results of Phase One and Phase Two of our exploration
program are successful, of which there are no assurances, we may try to enter a
joint venture agreement with a partner for the further exploration and possible
production of the Gold Bottom Claim. We would face competition from other junior
mineral resource exploration companies who have properties that they deem to be
attractive in terms of potential return and investment cost. In addition, if we
entered into a joint venture agreement, we would likely assign a percentage of
our interest in the Gold Bottom Claim to the joint venture partner. If we are
unable to enter into a joint venture agreement with a partner, we may fail and
you may lose your entire investment in Triton.

Because our management has no experience in the mineral
exploration business we may make mistakes and this could cause our business to
fail.

Our President has no previous experience operating an
exploration or mining company and because of this lack of experience he may make
mistakes. Our management lacks the technical training and experience with
exploring for, starting, or operating a mine. With no direct training or
experience in these areas our management may not be fully aware of the many
specific requirements related to working in this industry. Our management's
decisions and choices may not take into account standard engineering or
managerial approaches mineral exploration companies commonly use. Consequently,
our operations, earnings, and ultimate financial success could suffer
irreparable harm due to our management's lack of experience in this
industry.

Because our sole director and officer owns the majority of
our company's common stock, he has the ability to override the interests of the
other stockholders.

Our President owns 56% of our outstanding common stock and
serves as our sole director. Investors may find the corporate decisions
influenced by our President are inconsistent with the interests of other
stockholders.

Because of the inherent dangers involved in gold
exploration, there is a risk that we may incur liability or damages as we
conduct our business.

The search for gold involves numerous hazards. As a result, we
may become subject to liability for such hazards, including pollution, cave-ins
and other hazards against which we cannot insure or against which we may elect
not to insure. We currently have no such insurance nor do we expect to get such
insurance for the foreseeable future. If a hazard were to occur, the costs of
rectifying the hazard may exceed our asset value and cause us to liquidate all
our assets resulting in the loss of your entire investment in Triton.

10

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Because access to our mineral claim is often restricted by
inclement weather, we will be delayed in our exploration and any future mining
efforts.

Access to the Gold Bottom Claim is restricted to the period
between June 1 and October 15 of each year due to snow in the area. As a result,
any attempts to visit, test, or explore the property are largely limited to
these few months of the year when weather permits such activities. These
limitations can result in significant delays in exploration efforts, as well as
mining and production in the event that commercial amounts of minerals are
found. Such delays can result in our inability to meet deadlines for exploration
expenditures as defined by the Province of British Columbia. This could cause
our business venture to fail and the loss of your entire investment in Triton
unless we can meet deadlines.

As we undertake exploration of our mineral claim, we will be
subject to compliance of government regulation that may increase the anticipated
time and cost of our exploration program.

There are several governmental regulations that materially
restrict the exploration of minerals. We will be subject to the mining laws and
regulations as contained in the Mineral Tenure Act of the Province of British
Columbia as we carry out our exploration program. We may be required to obtain
work permits, post bonds and perform remediation work for any physical
disturbance to the land in order to comply with these regulations. While our
planned exploration program budgets for regulatory compliance, there is a risk
that new regulations could increase our time and costs of doing business and
prevent us from carrying out our exploration program.

If we do not obtain clear title to the mineral claim, our
business may fail.

Under British Columbia law, title to British Columbia mineral
claim can only be held by individuals, British Columbia corporations or foreign
corporations extra-provincially registered in British Columbia. Since we are a
Nevada corporation and we are not extra-provincially registered in Canada, we
are not legally allowed to hold claims in British Columbia. As such, our mineral
claim is being held in trust for us by our President. If we confirm economically
viable deposits of gold on our mineral claim we will incorporate a British
Columbia subsidiary to hold title the mineral claim and our President will
transfer the claim to the subsidiary. Until we can confirm viable gold deposits,
our President will hold the claim in trust for us. However, there could be
situations such as the death of our President that could prevent us from
obtaining clear title to the mineral claim. If we are unable to obtain clear
title to the mineral claim our business will likely fail.

11

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Because market factors in the mining business are out of our
control, we may not be able to market any minerals that may be found.

The mining industry, in general, is intensely competitive and
we can provide no assurance to investors even if gold is discovered that a ready
market will exist from the sale of any gold found. Numerous factors beyond our
control may affect the marketability of gold. These factors include market
fluctuations, the proximity and capacity of natural resource markets and
processing equipment, government regulations, including regulations relating to
prices, taxes, royalties, land tenure, land use, importing and exporting of
minerals and environmental protection. The exact effect of these factors cannot
be accurately predicted, but the combination of these factors may result in our
not receiving an adequate return on invested capital and you may lose your
entire investment in Triton.

Because we hold a significant portion of our cash reserves
in United States dollars, we may experience losses due to foreign exchange
translations.

We hold a significant portion of our cash reserves in United
States dollars. Due to foreign exchange rate fluctuations, the value of these
United States dollar reserves can result in both translation gains and losses in
Canadian dollar terms. If there were to be a significant decline in the United
States dollar versus the Canadian Dollar our Canadian dollar purchasing power
would also significantly decline. We have not entered into derivative
instruments to offset the impact of foreign exchange fluctuations. Such foreign
exchange declines could cause us to experience increased exploration
expenses.

ITEM 3. CONTROLS AND PROCEDURES.

Evaluation Of Disclosure Controls And Procedures

As of the end of the period covered by this report, our
management carried out an evaluation, under the supervision and with the
participation of our principal executive officer and principal financial
officer, of the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act). Based on this evaluation, our principal executive officer and
principal financial officer has concluded that our disclosure controls and
procedures are, as of the date covered by this Quarterly Report, effective to
ensure that the information required to be disclosed by us in the reports that
we file or submit under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the SEC rules and forms.

Changes In Internal Controls Over Financial
Reporting

In connection with the evaluation of our internal controls
during our last fiscal quarter, our principal executive officer and principal
financial officer has determined that there have been no changes to our internal
controls over financial reporting that has materially affected, or is reasonably
likely to materially affect, our internal controls over financial reporting.

12

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PART II - OTHER INFORMATION

|ITEM 1. | LEGAL PROCEEDINGS.                                                
|------- | ------------------------------------------------------------------
|        |                                                                   
|None.   |                                                                   
|        |                                                                   
|ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND
      USE OF PROCEEDS.
|        |                                                                   
|None.   |                                                                   
|        |                                                                   
|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES.                                  
|None.   |                                                                   
|        |                                                                   
|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY
      HOLDERS.        
|        |                                                                   
|None.   |                                                                   
|        |                                                                   
|ITEM 5. | OTHER INFORMATION.                                                
|        |                                                                   
|None.   |                                                                   
|        |                                                                   
|ITEM 6. | EXHIBITS AND REPORTS ON FORM 8-K.                                 

|Exhibit Number | Description of Exhibits                                                                                                                               
|-------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------
|
|3.1            | Articles of Incorporation.(1)                                                                                                                         
|3.2            | Bylaws.(1)                                                                                                                                            
|10.1           | Property Agreement dated effective July 5, 2004 between
      Decoors Mining Corp. and Triton Resources, Inc.(1)                                      
|
|10.2           | Trust Agreement dated July 5, 2004 between Triton
      Resources, Inc. and Perry Augustson.(1)                                                       
|
|10.3           | Declaration of Trust by Perry Augustson dated January 1, 2006.(2)                                                                                     
|31.1           | Certification of Chief
      Executive Officer and Chief Financial Officer as adopted pursuant to Section
      302 of the Sarbanes-Oxley Act of 2002.
|
|32.1           | Certification of Chief
      Executive Officer and Chief Financial Officer as adopted pursuant to Section
      906 of the Sarbanes-Oxley Act of 2002.
|

| | (1) | Filed with the SEC as an exhibit to our Registration
        Statement on Form SB-2 originally filed on January 14, 2005, as amended.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------
| | (2) | Filed with the SEC as an exhibit to our Annual Report
        on Form 10-KSB filed on January 30, 2006.                              

13

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REPORTS ON FORM 8-K

We filed the following reports on Form 8-K during and since our
most recently completed fiscal quarter ended January 31, 2006:

Date of SEC filing of Form 8-K
      Description of the Form 8-KMarch 3, 2006
    Disclosure of change in registrants certifying accountants


14

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SIGNATURES

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

|      |                      |     | TRITON RESOURCES, INC.                                
|----- | -------------------- | --- | ------------------------------------------------------
|      |                      |     |                                                       
|      |                      |     |                                                       
|Date: | March
      21, 2006 | By: | /s/ Perry Augustson                                   
|      |                      |     | PERRY AUGUSTSON                                       
|      |                      |     | Chief Executive Officer, Chief
      Financial Officer
|      |                      |     | President, Secretary and
      Treasurer              
|      |                      |     | (Principal Executive Officer                          
|      |                      |     | and Principal Accounting Officer)                     

---