impavidus investment group llc

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If you suffered losses and would like a davenport investments ii llc formation consultation with a securities attorney, then please call Galvin Legal, PLLC at Rule is composed of three main obligations: reasonable-basis suitability, customer-specific suitability, and quantitative suitability. Galvin Legal, PLLC is a national securities arbitrationsecurities mediationsecurities litigation, securities fraud, securities regulation and compliance, and investor protection law practice. First Name required. Last Name required. Phone Number required.

Impavidus investment group llc life vest great pyrenees

Impavidus investment group llc

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Thank you Thank you for claiming your business. BT Trading Group is a proprietary trading company predominantly focused on algorithmic strategies for trading on major commodities and futures exchanges. We are proud of our proprietary in house software. We are well positioned to grow, and will continue to invest in technology and human resources. Want alert on new jobs? The property remains open for significant discoveries at depth, as the advanced drilling techniques which are currently in place were not previously employed in the Cobalt district.

There is an additional primary crushed ore supply of 16, tons on the property which is assayed at 38 ounces of silver per ton and 0. This material will be processed behind the first 4, tons of concentrate. In the summer of a Bulk sample project was initiated in a target zone which has resulted in approximately 16, tons of ore with a Silver content of 10 ounces per ton and Cobalt of 11 lbs per ton.

This material will be crushed and milled and further assays will be performed before processing. During the production season, a continued exploration drilling program has taken place on the property targeting known reserves and investigating historical mining locations.

We utilize modern drilling equipment to go to depths which have not been previously investigated. The drilling program began in , and will continue throughout The core-sample results will ultimately result in the establishment of the National Instrument for the original claims.

Ore Inventory and Tailings. This material has been crushed down to a mesh screen and will commence processing by year-end This material will need to go through additional crushing and milling before processing. The plan is to process this with tailings located in the tailings pond to increase the recovery of the targeted metals. Additional ore is available in volumes in known pre drilled locations to supplement our cash flow while primary exploration continues with our drilling program.

Moreover, we have a Muck Pile with , tons of ore, and a tailings pond with , tons of ore. The Muck Pile has been assayed at 10 ounces of Silver per ton and the tailings pond has not been assayed to determine the mineralization.

These ore reserves will be processed behind the initial 20, tons of material, which will enables us to continue generating positive revenue in order to pursue more expansive exploration and development programs, and well as sustain exploring more prolific and valuable deposits. Reid for the purchase of certain mining equipment and property to be mined. A copy of the Purchase Agreement is attached hereto as Exhibit The Duncan-Kerr Project.

As part of the assets included in the Purchase Agreement, TrioResources acquired 94 acres of land located 10 kilometers from the town of Cobalt. This location is surrounded by existing infrastructure i. The property where the Duncan Kerr Project is being started has previously produced spectacular drill results, including ounces per ton of Silver at depth of meters, over a meter drilled target. We accomplish this by applying updated technologies toward drilling and assays, and subsequent extraction, milling, and refining of the precious metals and value minerals on our properties.

Mining and exploration of a property by its nature is proprietary and we have not licensed any third party to participate in any of the existing properties. However, there is competition among junior mining companies to acquire land for exploration and prospective development and this activity is active worldwide.

The strength of commodity prices has resulted in significantly increased industry operating cash flows and has led to increased exploration activity. This strength has increased competition for undeveloped lands, skilled personnel, access to drilling and other equipment, and access to processing and gathering facilities, all of which may cause drilling and operating costs to increase.

Many of our competitors are larger than we are and have substantially greater financial and marketing resources. In addition, virtually all of our competitors may be able to secure products and services from vendors on more favorable terms. With such shallow access to our plentiful ore veins, we will be able to significantly reduce our infrastructure costs, which ultimately comprises a large majority of the costs associated with the complete mining process.

As such, Trio is able to reduce its overhead, while focusing on further exploration, and retains the ability to fund the processing of the ore bodies we produce. This factor separates us from almost all other junior mining companies, which lack our capacity for processing. As outlined in the Purchase Agreement, Trio owns, and has full rights and claims to the following parcels and all structures and equipment on or associated with such parcels :.

Property Parcel Patented Claim NND. Intellectual Property. Since its inception, Trio has retained ownership of all its intellectual property. This includes, but is not limited to, the application of drilling techniques used in our drilling initiatives, as well as the content in all marketing collateral, both print and electronic. We do not have nor have applied for any patents in any jurisdictions. Government Regulation. Our operations are subject to various types of Canadian and Ontario regulations.

Such regulation includes: i requiring permits for drilling; ii implementing environmental impact practices; iii submitting notification and receiving permits relating to the presence, use and release of certain materials incidental to exploration and production operations; and iv regulating the location of exploration, the method of exploration, the use, transportation, storage and disposal of fluids and materials used in connection with exploration and production activities, surface usage and the restoration of properties upon which exploration and production occur and the transporting of production.

Our operations are also subject to various conservation matters, including the regulation of the location, size and production rate mining interests. The effect of these regulations may limit the rate at which natural resources may be extracted from certain properties and the areas which we may access at one time.

Operations on properties in which we have or may acquire an interest are subject to extensive Canadian and Ontario environmental laws that regulate the discharge or disposal of materials or substances into the environment, restoration of properties and otherwise are intended to protect the environment. Numerous governmental agencies issue rules and regulations to implement and enforce such laws, which are often difficult and costly to comply with and which carry substantial administrative, civil and criminal penalties and in some cases injunctive relief for failure to comply.

These laws render a person or company liable for environmental and natural resource damages, cleanup costs and restoration costs. Other laws, rules and regulations may require the rate of precious metal production to be below the economically optimal rate or may even prohibit exploration or production activities in environmentally sensitive areas.

In addition, provincial and state laws often require some form of remedial action, such as closure of inactive pits and restorative measures. In addition, we are subject to Nevada corporate law as Allied, our parent company, is organized in the state of Nevada, as well as U.

We are also subject to both U. Additionally, we have two consultants. None of these employees are covered by a collective bargaining agreement. We also engage consultants on an as-needed basis to supplement existing staff. Reports filed with the SEC pursuant to the Exchange Act, including annual and quarterly reports, and other reports we file, can be inspected and copied at the public reference facilities maintained by the SEC at F Street, N.

Investors can request copies of these documents upon payment of a duplicating fee by writing to the SEC. An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below, together with all of the other information included in this Report, before making an investment decision. If any of the following risks actually occurs, our business, financial condition or results of operations could suffer. In that case, the trading price of our shares of common stock could decline and you may lose all or part of your investment.

Risks Related to Our Business. We are a development stage company with limited operating history. We are a development stage company with limited operating history in the mineral exploration field. These two factors make it impossible to reliably predict future growth and operating results.

Accordingly, we are subject to all the risks and uncertainties which are characteristic of a relatively new business enterprise, including the substantial problems, expenses and other difficulties typically encountered in the course of its business, in addition to normal business risks.

We face a high risk of business failure because we have commenced extremely limited business operations and have no revenues. We were organized in , have not earned any revenues as of the date hereof and have had only losses since our inception related to our drilling, milling, and exploration operations. There is no history upon which to base any assumption as to the likelihood that our business will be successful, and there can be no assurance that we will be able to raise sufficient capital to begin operations, that we will generate significant operating revenues in the future or that we will ever be able to achieve profitable operations in the future.

We face all of the risks commonly encountered by other businesses that lack an established operating history, including, but not limited to, the need for additional capital and personnel, and intense competition. The mining industry is highly risky and there can be no certainty of our successful development of profitable commercial mining operations. The development of mineral properties involves significant risks that even a combination of careful evaluation, experience and knowledge may not eliminate.

Substantial expenses may be incurred to develop mineral reserves, develop metallurgical processes, and construct mining and processing facilities at a particular site. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as size, grade, and proximity to infrastructure; metals prices which are highly cyclical; drilling and other related costs that appear to be rising; and government regulations, including those related 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 us not receiving an adequate return on invested capital. A part of our proposed business plan involves the acquisition of additional mineral claims, which we do not currently have the resources for. We currently do not have resources to fund acquisitions of additional mineral claims. We will need to monetize our existing claims or obtain additional financing to, among other things, fund any future exploration, mining and drilling projects that we attempt to undertake and for general working capital purposes.

Any additional equity financing may be dilutive to our shareholders and any such additional equity securities may have rights, preferences or privileges that are senior to those of the common stock. Debt financing, if available, will require payment of interest and may involve restrictive covenants that could impose limitations on our operating flexibility. We cannot assure you that additional funds will be available when and if needed from any source or, if available, will be available on terms that are acceptable to us.

Our ability to obtain needed financing may be impaired by such factors as the condition of the capital markets, our capital structure, the lack of a market for our shares of common stock, and our lack of profitability, all of which could impact the availability or cost of future financings.

In addition, and as is also disclosed in our financial statements, these matters raise substantial doubt about our ability to continue as a going concern. Because our business involves numerous operating hazards, we may be subject to claims of a significant size, which would cost a significant amount of funds and resources to rectify. This could force us to cease our operations. Our operations are subject to the usual hazards inherent in exploring for minerals, such as general accidents, explosions, chemical exposure and cratering.

The occurrence of these or similar events could result in the suspension of operations, damage to or destruction of the equipment involved and injury or death to personnel. Operations also may be suspended because of machinery breakdowns, abnormal climatic conditions, failure of subcontractors to perform or supply goods or services or personnel shortages.

The occurrence of any such contingency would require us to incur additional costs, which would adversely affect our business. In addition, milling operations are subject to various hazards, including, without limitation, equipment failure and failure of retaining dams around tailings disposal areas, which may result in environmental pollution and legal liability.

Damage to the environment could also result from our operations. If our business is involved in one or more of these hazards, we may be subject to claims of a significant size that could force us to cease our operations. Mineral resource exploration, production and related operations are subject to extensive rules and regulations of federal, provincial, state and local agencies. Failure to comply with these rules and regulations can result in substantial penalties.

Our cost of doing business may be affected by the regulatory burden on the mineral industry. Although we intend to substantially comply with all applicable laws and regulations, because these rules and regulations frequently are amended or interpreted, we cannot predict the future cost or impact of complying with these laws. Environmental enforcement efforts with respect to mineral operations have increased over the years, and it is possible that regulations could expand and have a greater impact on future mineral exploration operations.

We cannot be sure that our proposed business operations will not violate environmental laws in the future. Our operations and properties are subject to extensive laws and regulations relating to environmental protection, including the generation, storage, handling, emission, transportation and discharge of materials into the environment, and relating to health and safety.

These laws and regulations may do any of the following: i require the acquisition of a permit or other authorization before exploration commences; ii restrict the types, quantities and concentration of various substances that can be released in the environment in connection with exploration activities; iii limit or prohibit mineral exploration on certain lands lying within wilderness, wetlands and other protected areas; iv require remedial measures to mitigate pollution from former operations; and v impose substantial liabilities for pollution resulting from our proposed operations.

The exploration and development of mineral reserves are subject to all of the usual hazards and risks associated with such activities, which could result in damage to life or property, environmental damage, and possible legal liability for any or all damages.

Difficulties, such as unusual or unexpected rock formations encountered by workers but not indicated on a map, or other conditions may be encountered in the gathering of samples and information, and could delay our exploration program. Even though we are at liberty to obtain insurance against certain risks in such amounts we deem adequate, the nature of those risks is such that liabilities could exceed policy limits or be excluded from coverage.

We do not currently carry insurance to protect against these risks and there is no assurance that we will obtain such insurance in the future. There are also risks against that we cannot, or may not elect to insure. We may not be able to compete with current and potential mining exploration and development companies, some of whom have greater resources and experience than we do in developing mineral reserves. The natural resource market is intensely competitive, highly fragmented and subject to rapid change.

We intend on acquiring additional mineral claims in the future after we have generated capital by monetizing our current interests. However, we may be unable to compete successfully with our existing competitors or with any new competitors in acquiring additional assets. We will be competing with many exploration and development companies that have significantly greater personnel, financial, managerial and technical resources than we do.

This competition from other companies with greater resources and reputations may result in our failure to maintain or expand our business. Our operations depend on our acquisition of certain equipment which has yet to be finalized. Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies and certain equipment such as bulldozers and excavators that we might need to conduct our operations.

Though we do own some mining equipment, we will need to locate additional products, equipment and materials in the course of our operations. If we cannot find the products, equipment and materials we need, we will have to suspend or limit our operations until we do find the products, equipment and materials that we require. Our auditors have expressed a going concern opinion.

We have no established source of revenues, have incurred losses since inception, have a working capital deficit and are in need of capital to grow our operations so that we can become profitable. Accordingly, the opinion of our auditors for the year ended September 30, is qualified and subject to uncertainty as to whether we will be able to continue as a going concern.

This may negatively impact our ability to obtain additional funding that we may require or to do so on terms attractive to us and may negatively impact the market price of our stock. We are heavily dependent on our management and a loss of any member of our management, particularly J. Duncan Reid, our chief executive officer and chairman of the board, would be severely detrimental to our prospects. We have a very limited management and number of employees.

We are highly dependent on all members of our management, in particular J. Duncan Reid, our chief executive officer and chairman of the board of directors. Our future performance will be substantially dependent on the continued services of our management and the ability to retain and motivate them.

The loss of the services of any of our officers or directors, particularly those of Mr. Reid, would materially and adversely affect our business and operations. If he were to resign, there is no guarantee that we could replace him with qualified individuals in a timely or economic manner, if at all.

Defective title to our assets could have a material adverse effect on our exploration and exploitation activities. There are uncertainties as to title matters in the mining industry. We believe we have good title to our assets; however, any defects in such titles that cause us to lose our rights in these mineral properties would seriously jeopardize our planned business operations.

We have investigated our rights to explore, exploit and develop our assets in manners consistent with industry practice and, to the best of our knowledge, those rights are in good standing. However, we cannot guarantee that the title to or our rights to explore, exploit and develop our assets will not be challenged by third parties or governmental agencies. In addition, there can be no assurance that our assets are not subject to prior unregistered agreements, transfers or claims.

Our title may be affected by undetected defects. Any such defects could have a material adverse effect on us. In the event of a dispute regarding title to our assets in foreign countries or any facet of our operations, it would likely be necessary for us to resolve the dispute in a foreign country, where we would be faced with unfamiliar laws and procedures.

The resolution of disputes in foreign countries as well as in the U. However, in a foreign country, we face the additional burden of understanding unfamiliar laws and procedures. We may not be entitled to a jury trial, as we might be in the United States. Further, to litigate in a foreign country, we would be faced with the necessity of hiring lawyers and other professionals who are familiar with the foreign laws.

For these reasons, we may incur unforeseen losses if we are forced to resolve a dispute in a foreign country. We have relied and will continue to rely on independent analysis to evaluate our mineral claims and carry out our planned exploration activities. We have relied and will continue to rely on independent geologists to engage in field work on our claim, to analyze our prospects, plan and carry out our exploration program, including an exploratory drilling program, and to prepare resource reports.

While these geologists rely on standards established by various licensing bodies, there can be no assurance that their estimates or results will be accurate. Analyzing drilling results and estimating reserves or targeted drilling sites is not a certainty.

Miscalculations and unanticipated drilling results may cause the geologists to alter their estimates. If this should happen, we may have devoted resources to areas where resources could have been better allocated, and as a result, our business could suffer. At the present time we are unable to pay any dividends.

We have not paid any cash dividends and do not anticipate paying any cash dividends on our common stock in the foreseeable future. We anticipate that earnings, if any, which may be generated from operations will be used to finance our continued operations. Investors who anticipate the immediate need of cash dividends from their investment should refrain from purchasing any of our securities.

Risks Related to our Industry. The mining industry is highly competitive. Competition in the mining industry is extremely intense in all aspects, including but not limited to raising investment capital for exploration and obtaining qualified managerial and technical employees. We are an insignificant participant in the mining industry due to our limited financial and personnel resources.

Our competition includes large established mining companies, with substantial capabilities and with greater financial and technical resources than we have, as well as the myriad of other exploration stage companies. As a result of this competition, we may be unable to attract the necessary funding or qualified personnel. If we are unable to successfully compete for funding or for qualified personnel, our mining activities may be slowed, suspended or terminated, any of which would have a material adverse effect on our ability to continue operations.

The prices of natural resources are highly volatile and a decrease in metal prices can have a material adverse effect on our business. The profitability of natural resource operations are directly related to the market prices of the underlying commodities. The market prices of metals fluctuate significantly and are affected by a number of factors beyond our control, including, but not limited to, the rate of inflation, the exchange rate of the dollar to other currencies, interest rates, and global economic and political conditions.

Price fluctuations in the metals market from the time exploration for a mine is undertaken and the time production can commence can significantly affect the profitability of a mine. Accordingly, we may begin to develop a minerals property at a time when the price of the underlying metals make such exploration economically feasible and, subsequently, incur losses because metal prices have decreased.

Adverse fluctuations of metals market prices may force us to curtail or cease our business operations. The speculative price of natural resources may adversely impact commercialization efforts. Exploration and production is highly speculative and involves numerous natural risks that may not be overcome by knowledge and experience. In particular, even if we are successful in mining silver and other deposits, for which no assurances can be given, the commercialization will be dependent upon the existing market price for gold and other minerals, among other factors.

The market price of silver and other minerals has historically been unpredictable, and subject to wide fluctuations. The decline in the price of silver and other minerals could render a discovered property uneconomic for unpredictable periods of time. Mining operations generally involve a high degree of risk. Mining operations are subject to all the hazards and risks normally encountered in the exploration, development and production of base or precious metals, including unusual and unexpected geological formations, seismic activity, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability.

Mining operations could also experience periodic interruptions due to bad or hazardous weather conditions and other acts of God. Milling operations are subject to hazards such as equipment failure or failure of retaining dams around tailing disposal areas, which may result in environmental pollution and consequent liability. If any of these risks and hazards adversely affect our mining operations or our exploration activities, they may: i increase the cost of exploration to a point where it is no longer economically feasible to continue operations; ii require us to write down the carrying value of one or more mines or a property; iii cause delays or a stoppage in the exploration of minerals; iv result in damage to or destruction of mineral properties or processing facilities; and v result in personal injury, death or legal liability.

Any or all of these adverse consequences may have a material adverse effect on our financial condition, results of operations, and future cash flows. Increased insurance risk could negatively affect our business. Insurance and surety companies may take actions that could negatively affect our proposed business, including increasing insurance premiums, requiring higher self-insured retentions and deductibles, requiring additional collateral or covenants on surety bonds, reducing limits, restricting coverage, imposing exclusions, and refusing to underwrite certain risks and classes of business.

Any of these would adversely affect our ability in the future to obtain appropriate insurance coverage at reasonable costs which would have a material adverse effect on our business. Our operations are subject to permitting requirements. Our operations are subject to permitting requirements which could require us to delay, suspend or terminate our operations.

Our operations, including but not limited to any exploitation program, require permits from the Ontario provincial governments. We may be unable to obtain these permits in a timely manner, on reasonable terms, or at all. We may experience supply and equipment shortages.

We may not be able to purchase all of the supplies and materials we need to continue our mining activities due to shortage of funds, lack of availability or other reasons. This could cause us to delay or suspend operations. Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies, such as explosives, and certain equipment, such as bulldozers, drilling equipment and excavators, that we might need to conduct our mining activities.

If we cannot find the supplies and equipment we need, we may have to suspend our operations until we do find the supplies and equipment we need. If we are unable to find the supplies in Canada but can find them in another location, the cost will increase significantly, as will the time to deliver them.

We are subject to Canadian governmental regulations that may limit our operations, increase our expenses or subject us to liability. Our operations are subject to Canadian laws, ordinances and regulations regarding, among other things:. In developing any project in Canada, we may be required to obtain the approval of numerous Canadian governmental authorities and others regulating matters such as:. We may not now or in the future be in compliance with all regulatory requirements. If we are not in compliance with these regulatory requirements, we will be subject to penalties or forced to incur significant expenses to cure any noncompliance.

In addition, some of the land that we could in the future acquire if we will at such time have the requisite resources and ability, may not have received planning approvals or entitlements necessary for planned or future development.

Failure to obtain entitlements necessary for development on a timely basis or to the extent desired would adversely affect our business, results of operations, financial condition and future prospects. Risks Related to our Shares of Common Stock. Our stock price may be volatile. Our stock price may be volatile and as a result investors could lose all or part of their investment. In addition to volatility associated with over-the-counter securities in general, the value of any investment could decline due to the impact of any of the following factors upon the market price of our common stock:.

In addition, stock markets have experienced extreme price and volume fluctuations and the market price of securities has been highly volatile. These fluctuations are often unrelated to asset value and may have a material adverse effect on the market price of our common stock. As a result, investors may be unable to resell their shares at a fair price. There is limited liquidity on the OTCBB which may result in stock price volatility and inaccurate quote information.

When fewer shares of a security are being traded on the OTCBB, volatility of prices may increase and price movement may outpace the ability to deliver accurate quote information. Our common stock is extremely thinly traded, so you may be unable to sell at or near asking prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

Investors may have to bear the economic risk of an investment in the Company for an indefinite period of time. Future trading volume may be limited by the fact that many major institutional investment funds, including mutual funds, as well as individual investors follow a policy of not investing in OTCBB stocks and certain major brokerage firms restrict their brokers from recommending OTCBB stocks because they are considered speculative, volatile and thinly traded.

The OTCBB market is an inter-dealer market much less regulated than the major exchanges and our common stock is subject to abuses, volatility and shorting. An established trading market may never develop or be maintained. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders. Absence of an active trading market reduces the liquidity of the shares traded there.

The trading volume of our common stock has been and may continue to be extremely limited and sporadic. In addition, the stock market in general, and the market for mining companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of such companies. Market and industry factors may adversely affect the market price of our common stock, regardless of our operating performance.

We cannot assure you that brokerage firms will want to conduct any secondary offerings on behalf of our company in the future. The sale of securities by us in any equity or debt financing could result in dilution to our existing stockholders and have a material adverse effect on our earnings. Any sale of common stock by us in a future private placement offering could result in dilution to the existing stockholders as a direct result of our issuance of additional shares of our capital stock.

In addition, our business strategy may include expansion through internal growth, by acquiring subscribers email lists, or by establishing strategic relationships with targeted customers and vendor. We may also assume additional debt and incur impairment losses related to goodwill and other tangible assets if we acquire another company and this could negatively impact our earnings and results of operations.

Future sales of our common stock in the public market could lower the price of our common stock and impair our ability to raise funds in future securities offerings. Future sales of a substantial number of shares of our common stock in the public market, or the perception that such sales may occur, could adversely affect the then prevailing market price of our common stock and could make it more difficult for us to raise funds in the future through a public offering of our securities.

We are subject to penny stock regulations and restrictions and you may have difficulty selling shares of our common stock. Since our Common Stock is deemed to be penny stock, trading in the shares of our common stock is subject to additional sales practice requirements on broker-dealers who sell penny stock to persons other than established customers and accredited investors.

Additionally, for any transaction involving a penny stock, unless exempt the rules require the delivery, prior to the first transaction of a risk disclosure document, prepared by the SEC, relating to the penny stock market. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information for the penny stocks held in an account and information to the limited market in penny stocks.

There can be no assurance that our shares of common stock will qualify for exemption from the Penny Stock Rule. In any event, even if our common stock was exempt from the Penny Stock Rule, we would remain subject to Section 15 b 6 of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock if the SEC finds that such a restriction would be in the public interest.

Because we do not intend to pay dividends, stockholders will benefit from an investment in our Common Stock only if it appreciates in value. We have never declared or paid any cash dividends on our Preferred Stock or Common Stock.

As a result, the success of an investment in our Preferred Stock or Common Stock will depend upon any future appreciation in its value. There is no guarantee that our Preferred Stock or Common Stock will appreciate in value.

Our Articles of Incorporation and Bylaws and certain provisions of Nevada State law could have the effect of making it more difficult or more expensive for a third party to acquire, or from discouraging a third party from attempting to acquire, control of the Company, even when these attempts may be in the best interests of our stockholders.

For example, Nevada law provides that approval of a majority of the stockholders is required to remove a director, which may make it more difficult for a third party to gain control of the Company. This concentration of ownership limits the power to exercise control by the minority shareholders. Compliance with the reporting requirements of federal securities laws can be expensive. When we become a public reporting company in the United States, we will be subject to the information and reporting requirements of the Exchange Act and other federal securities laws, and the compliance obligations of the Sarbanes-Oxley Act.

The costs of preparing and filing annual and quarterly reports and other information with the SEC and furnishing audited reports to stockholders are substantial. In addition, we will incur substantial expenses in connection with the preparation of registration statements and related documents with respect to the registration of resale of the Common Stock.

Applicable regulatory requirements, including those contained in and issued under the Sarbanes-Oxley Act, may make it difficult for us to retain or attract qualified officers and directors, which could adversely affect the management of its business and its ability to obtain or retain listing of our Common Stock.

We may be unable to attract and retain those qualified officers, directors and members of board committees required to provide for effective management because of the rules and regulations that govern publicly held companies, including, but not limited to, certifications required by principal executive officers.

The enactment of the Sarbanes-Oxley Act has resulted in the issuance of a series of related rules and regulations and the strengthening of existing rules and regulations by the SEC, as well as the adoption of new and more stringent rules by the stock exchanges.

The perceived increased personal risk associated with these changes may deter qualified individuals from accepting roles as directors and executive officers. We may have difficulty attracting and retaining directors with the requisite qualifications. If we are unable to attract and retain qualified officers and directors, the management of our business and our ability to obtain or retain listing of our shares of Common Stock on any stock exchange assuming we elect to seek and are successful in obtaining such listing could be adversely affected.

If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or detect fraud. Investors could lose confidence in our financial reporting and this may decrease the trading price of our Common Stock. We must maintain effective internal controls to provide reliable financial reports and detect fraud.

We have been assessing our internal controls to identify areas that need improvement. Failure to maintain an effective system of internal controls could harm our operating results and cause investors to lose confidence in our reported financial information. Any such loss of confidence would have a negative effect on the trading price of our Common Stock. The price of our Common Stock may become volatile, which could lead to losses by investors and costly securities litigation.

The trading price of our Common Stock is highly volatile and could fluctuate in response to factors such as:. The stock market is subject to significant price and volume fluctuations. The information and financial data discussed below is derived from the audited financial statements of Trio for the period May 16, date of inception to its fiscal year end September 30, The financial statements of Trio were prepared and presented in accordance with generally accepted accounting principles in the United States.

The information and financial data discussed below is only a summary and should be read in conjunction with the financial statements and related notes of Trio contained elsewhere in this Report. We operate as a mining and exploration company in the province of Ontario, Canada. Our operations have been limited to acquiring our initial land holdings and mineral claims and our initial equipment and fixed assets to allow us to begin to implement our plans to start small-scale processing and monetization of our existing above-ground mineral resources.

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

To date we have funded our operations through advances from a related party and from private third party lenders utilizing convertible notes. We intend to raise additional funding through third party equity or debt financing.

There is no certainty that funding will be available as needed. These factors raise substantial doubt about our ability to continue operating as a going concern. Our ability to continue our operations as a going concern, realize the carrying value of our assets, and discharge our liabilities in the normal course of business is dependent upon our ability to raise capital sufficient to fund our commitments and ongoing losses, and ultimately generate profitable operations.

Recent Development. On the Closing Date, we entered into a Share Exchange Agreement with i Trio and ii the Trio Shareholders, and iii the Principal Shareholder, pursuant to which Allied acquired all of the outstanding capital stock of Trio from the Trio Shareholders in exchange for the issuance of 2,, shares of Common Stock to the Trio Shareholders.

As a result of the Share Exchange, Trio became the wholly owned subsidiary of Allied and the Trio Shareholders became the controlling shareholders of Allied, owning an aggregate of 2,, of the issued and outstanding shares of Common Stock. As a further condition to the Exchange Agreement, the Board of Directors shall approve a 1-for forward stock split to occur as soon as reasonably practicable following the closing of the Share Exchange.

Plan of Operations. Trio utilizes modern mining and exploration technology in conjunction with environmentally friendly processing, and focuses on combining the right blend of experienced mining and technological management. We intend to conduct further extensive exploration initiatives, in order to target additional high-concentration regions, which would be profitable to develop.

We plan to have our exploration initiative coincide with our milling program, through which we are able to run a cash-flow positive business by producing precious metals, and other valuable minerals. Through monetizing our existing ore initiatives, we will be able to fund the increasingly robust exploration and development programs, which will increase the viability and profitability of mineral extraction.

By reinvesting the profits realized by capitalizing on our existing ore reserves, we anticipate having the ability to expedite our business plan, and fund the expansion of our operations, internally. Results of Operations. The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise.

Our operations have been limited to the purchase of our initial land position including 2 patent claims, and the acquisition of fixed assets which will be eventually incorporated into our processing facility. Our expenses have been limited to legal and professional fees, consulting fees, travel expenses, and exploration expenses such as acquiring equipment.

Exploration expenses are charged to expenses as incurred. Liquidity and Capital Resources. The Company has the ability to draw down this facility over a 12 month period. At the end of the first twelve month period the principal that is drawn will be either converted into equity or exchanged into a convertible note which will have a term of a further twelve 12 months and may converted into equity at the option of the holder.

To date we have relied on third parties to provide financing for our operations by way of convertible notes.

FRANC SWISS INVESTMENT

In connection with the Share Exchange, our sole officer and director, Ihar Yaravenka, resigned from his positions and the directors of Trio became the Board of Directors of Allied, and the officers of Trio became the officers of Allied. Allied ceased any and all of its original operations in connection with small boat building and maintenance and became a holding company with Trio as its sole asset and subsidiary.

Trio was founded on May 16, by J. Duncan Reid, the current chief executive officer and chairman of the board of directors of Trio. Since its inception, Trio has focused on exploration initiatives of its main property, in conjunction with the milling and refining of precious metal ore reserves.

Trio owns and plans to acquire additional historical old mines, known to be rich in resources, and to develop and run mining operations on its properties. A copy of the Consulting Agreement is attached hereto as Exhibit Trio intends to mill the existing above ground material and sell it to refiners to generate income over the next few years. In addition it plans to continue its business model of acquiring, developing and operating mines.

Moreover, we intend to conduct further extensive exploration initiatives in order to target additional high-concentration regions that would be profitable to develop. We hope to start to generate revenue and become a cash flow positive business in the near future based on our existing above ground resources which we believe we can monetize. Currently, there is 4, tons of Silver-containing ore, which is crushed and ready for processing.

Each ton of crushed ore contains an average of 40 ounces of Silver. We will begin processing this material by the end of , and hope to generate positive revenue streams throughout Trio has begun a hole 50, meter drill campaign on the most prospective zones as indicated by preliminary geological data. Previous drill results in the area include a hole drilled by previous owners of the property in that struck 30 meters of silver grading ounces per ton. The property remains open for significant discoveries at depth, as the advanced drilling techniques which are currently in place were not previously employed in the Cobalt district.

There is an additional primary crushed ore supply of 16, tons on the property which is assayed at 38 ounces of silver per ton and 0. This material will be processed behind the first 4, tons of concentrate. In the summer of a Bulk sample project was initiated in a target zone which has resulted in approximately 16, tons of ore with a Silver content of 10 ounces per ton and Cobalt of 11 lbs per ton. This material will be crushed and milled and further assays will be performed before processing.

During the production season, a continued exploration drilling program has taken place on the property targeting known reserves and investigating historical mining locations. We utilize modern drilling equipment to go to depths which have not been previously investigated.

The drilling program began in , and will continue throughout The core-sample results will ultimately result in the establishment of the National Instrument for the original claims. Ore Inventory and Tailings. This material has been crushed down to a mesh screen and will commence processing by year-end This material will need to go through additional crushing and milling before processing.

The plan is to process this with tailings located in the tailings pond to increase the recovery of the targeted metals. Additional ore is available in volumes in known pre drilled locations to supplement our cash flow while primary exploration continues with our drilling program. Moreover, we have a Muck Pile with , tons of ore, and a tailings pond with , tons of ore. The Muck Pile has been assayed at 10 ounces of Silver per ton and the tailings pond has not been assayed to determine the mineralization.

These ore reserves will be processed behind the initial 20, tons of material, which will enables us to continue generating positive revenue in order to pursue more expansive exploration and development programs, and well as sustain exploring more prolific and valuable deposits. Reid for the purchase of certain mining equipment and property to be mined.

A copy of the Purchase Agreement is attached hereto as Exhibit The Duncan-Kerr Project. As part of the assets included in the Purchase Agreement, TrioResources acquired 94 acres of land located 10 kilometers from the town of Cobalt. This location is surrounded by existing infrastructure i. The property where the Duncan Kerr Project is being started has previously produced spectacular drill results, including ounces per ton of Silver at depth of meters, over a meter drilled target.

We accomplish this by applying updated technologies toward drilling and assays, and subsequent extraction, milling, and refining of the precious metals and value minerals on our properties. Mining and exploration of a property by its nature is proprietary and we have not licensed any third party to participate in any of the existing properties. However, there is competition among junior mining companies to acquire land for exploration and prospective development and this activity is active worldwide.

The strength of commodity prices has resulted in significantly increased industry operating cash flows and has led to increased exploration activity. This strength has increased competition for undeveloped lands, skilled personnel, access to drilling and other equipment, and access to processing and gathering facilities, all of which may cause drilling and operating costs to increase. Many of our competitors are larger than we are and have substantially greater financial and marketing resources.

In addition, virtually all of our competitors may be able to secure products and services from vendors on more favorable terms. With such shallow access to our plentiful ore veins, we will be able to significantly reduce our infrastructure costs, which ultimately comprises a large majority of the costs associated with the complete mining process. As such, Trio is able to reduce its overhead, while focusing on further exploration, and retains the ability to fund the processing of the ore bodies we produce.

This factor separates us from almost all other junior mining companies, which lack our capacity for processing. As outlined in the Purchase Agreement, Trio owns, and has full rights and claims to the following parcels and all structures and equipment on or associated with such parcels :. Property Parcel Patented Claim NND. Intellectual Property. Since its inception, Trio has retained ownership of all its intellectual property. This includes, but is not limited to, the application of drilling techniques used in our drilling initiatives, as well as the content in all marketing collateral, both print and electronic.

We do not have nor have applied for any patents in any jurisdictions. Government Regulation. Our operations are subject to various types of Canadian and Ontario regulations. Such regulation includes: i requiring permits for drilling; ii implementing environmental impact practices; iii submitting notification and receiving permits relating to the presence, use and release of certain materials incidental to exploration and production operations; and iv regulating the location of exploration, the method of exploration, the use, transportation, storage and disposal of fluids and materials used in connection with exploration and production activities, surface usage and the restoration of properties upon which exploration and production occur and the transporting of production.

Our operations are also subject to various conservation matters, including the regulation of the location, size and production rate mining interests. The effect of these regulations may limit the rate at which natural resources may be extracted from certain properties and the areas which we may access at one time. Operations on properties in which we have or may acquire an interest are subject to extensive Canadian and Ontario environmental laws that regulate the discharge or disposal of materials or substances into the environment, restoration of properties and otherwise are intended to protect the environment.

Numerous governmental agencies issue rules and regulations to implement and enforce such laws, which are often difficult and costly to comply with and which carry substantial administrative, civil and criminal penalties and in some cases injunctive relief for failure to comply. These laws render a person or company liable for environmental and natural resource damages, cleanup costs and restoration costs. Other laws, rules and regulations may require the rate of precious metal production to be below the economically optimal rate or may even prohibit exploration or production activities in environmentally sensitive areas.

In addition, provincial and state laws often require some form of remedial action, such as closure of inactive pits and restorative measures. In addition, we are subject to Nevada corporate law as Allied, our parent company, is organized in the state of Nevada, as well as U. We are also subject to both U. Additionally, we have two consultants. None of these employees are covered by a collective bargaining agreement. We also engage consultants on an as-needed basis to supplement existing staff.

Reports filed with the SEC pursuant to the Exchange Act, including annual and quarterly reports, and other reports we file, can be inspected and copied at the public reference facilities maintained by the SEC at F Street, N. Investors can request copies of these documents upon payment of a duplicating fee by writing to the SEC.

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below, together with all of the other information included in this Report, before making an investment decision. If any of the following risks actually occurs, our business, financial condition or results of operations could suffer. In that case, the trading price of our shares of common stock could decline and you may lose all or part of your investment.

Risks Related to Our Business. We are a development stage company with limited operating history. We are a development stage company with limited operating history in the mineral exploration field. These two factors make it impossible to reliably predict future growth and operating results. Accordingly, we are subject to all the risks and uncertainties which are characteristic of a relatively new business enterprise, including the substantial problems, expenses and other difficulties typically encountered in the course of its business, in addition to normal business risks.

We face a high risk of business failure because we have commenced extremely limited business operations and have no revenues. We were organized in , have not earned any revenues as of the date hereof and have had only losses since our inception related to our drilling, milling, and exploration operations. There is no history upon which to base any assumption as to the likelihood that our business will be successful, and there can be no assurance that we will be able to raise sufficient capital to begin operations, that we will generate significant operating revenues in the future or that we will ever be able to achieve profitable operations in the future.

We face all of the risks commonly encountered by other businesses that lack an established operating history, including, but not limited to, the need for additional capital and personnel, and intense competition. The mining industry is highly risky and there can be no certainty of our successful development of profitable commercial mining operations.

The development of mineral properties involves significant risks that even a combination of careful evaluation, experience and knowledge may not eliminate. Substantial expenses may be incurred to develop mineral reserves, develop metallurgical processes, and construct mining and processing facilities at a particular site. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as size, grade, and proximity to infrastructure; metals prices which are highly cyclical; drilling and other related costs that appear to be rising; and government regulations, including those related 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 us not receiving an adequate return on invested capital. A part of our proposed business plan involves the acquisition of additional mineral claims, which we do not currently have the resources for. We currently do not have resources to fund acquisitions of additional mineral claims.

We will need to monetize our existing claims or obtain additional financing to, among other things, fund any future exploration, mining and drilling projects that we attempt to undertake and for general working capital purposes. Any additional equity financing may be dilutive to our shareholders and any such additional equity securities may have rights, preferences or privileges that are senior to those of the common stock.

Debt financing, if available, will require payment of interest and may involve restrictive covenants that could impose limitations on our operating flexibility. We cannot assure you that additional funds will be available when and if needed from any source or, if available, will be available on terms that are acceptable to us. Our ability to obtain needed financing may be impaired by such factors as the condition of the capital markets, our capital structure, the lack of a market for our shares of common stock, and our lack of profitability, all of which could impact the availability or cost of future financings.

In addition, and as is also disclosed in our financial statements, these matters raise substantial doubt about our ability to continue as a going concern. Because our business involves numerous operating hazards, we may be subject to claims of a significant size, which would cost a significant amount of funds and resources to rectify. This could force us to cease our operations. Our operations are subject to the usual hazards inherent in exploring for minerals, such as general accidents, explosions, chemical exposure and cratering.

The occurrence of these or similar events could result in the suspension of operations, damage to or destruction of the equipment involved and injury or death to personnel. Operations also may be suspended because of machinery breakdowns, abnormal climatic conditions, failure of subcontractors to perform or supply goods or services or personnel shortages. The occurrence of any such contingency would require us to incur additional costs, which would adversely affect our business.

In addition, milling operations are subject to various hazards, including, without limitation, equipment failure and failure of retaining dams around tailings disposal areas, which may result in environmental pollution and legal liability. Damage to the environment could also result from our operations. If our business is involved in one or more of these hazards, we may be subject to claims of a significant size that could force us to cease our operations. Mineral resource exploration, production and related operations are subject to extensive rules and regulations of federal, provincial, state and local agencies.

Failure to comply with these rules and regulations can result in substantial penalties. Our cost of doing business may be affected by the regulatory burden on the mineral industry. Although we intend to substantially comply with all applicable laws and regulations, because these rules and regulations frequently are amended or interpreted, we cannot predict the future cost or impact of complying with these laws. Environmental enforcement efforts with respect to mineral operations have increased over the years, and it is possible that regulations could expand and have a greater impact on future mineral exploration operations.

We cannot be sure that our proposed business operations will not violate environmental laws in the future. Our operations and properties are subject to extensive laws and regulations relating to environmental protection, including the generation, storage, handling, emission, transportation and discharge of materials into the environment, and relating to health and safety. These laws and regulations may do any of the following: i require the acquisition of a permit or other authorization before exploration commences; ii restrict the types, quantities and concentration of various substances that can be released in the environment in connection with exploration activities; iii limit or prohibit mineral exploration on certain lands lying within wilderness, wetlands and other protected areas; iv require remedial measures to mitigate pollution from former operations; and v impose substantial liabilities for pollution resulting from our proposed operations.

The exploration and development of mineral reserves are subject to all of the usual hazards and risks associated with such activities, which could result in damage to life or property, environmental damage, and possible legal liability for any or all damages. Difficulties, such as unusual or unexpected rock formations encountered by workers but not indicated on a map, or other conditions may be encountered in the gathering of samples and information, and could delay our exploration program.

Even though we are at liberty to obtain insurance against certain risks in such amounts we deem adequate, the nature of those risks is such that liabilities could exceed policy limits or be excluded from coverage. We do not currently carry insurance to protect against these risks and there is no assurance that we will obtain such insurance in the future.

There are also risks against that we cannot, or may not elect to insure. We may not be able to compete with current and potential mining exploration and development companies, some of whom have greater resources and experience than we do in developing mineral reserves. The natural resource market is intensely competitive, highly fragmented and subject to rapid change. We intend on acquiring additional mineral claims in the future after we have generated capital by monetizing our current interests.

However, we may be unable to compete successfully with our existing competitors or with any new competitors in acquiring additional assets. We will be competing with many exploration and development companies that have significantly greater personnel, financial, managerial and technical resources than we do. This competition from other companies with greater resources and reputations may result in our failure to maintain or expand our business.

Our operations depend on our acquisition of certain equipment which has yet to be finalized. Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies and certain equipment such as bulldozers and excavators that we might need to conduct our operations.

Though we do own some mining equipment, we will need to locate additional products, equipment and materials in the course of our operations. If we cannot find the products, equipment and materials we need, we will have to suspend or limit our operations until we do find the products, equipment and materials that we require.

Our auditors have expressed a going concern opinion. We have no established source of revenues, have incurred losses since inception, have a working capital deficit and are in need of capital to grow our operations so that we can become profitable. Accordingly, the opinion of our auditors for the year ended September 30, is qualified and subject to uncertainty as to whether we will be able to continue as a going concern.

This may negatively impact our ability to obtain additional funding that we may require or to do so on terms attractive to us and may negatively impact the market price of our stock. We are heavily dependent on our management and a loss of any member of our management, particularly J. Duncan Reid, our chief executive officer and chairman of the board, would be severely detrimental to our prospects.

We have a very limited management and number of employees. We are highly dependent on all members of our management, in particular J. Duncan Reid, our chief executive officer and chairman of the board of directors. Our future performance will be substantially dependent on the continued services of our management and the ability to retain and motivate them. The loss of the services of any of our officers or directors, particularly those of Mr.

Reid, would materially and adversely affect our business and operations. If he were to resign, there is no guarantee that we could replace him with qualified individuals in a timely or economic manner, if at all. Defective title to our assets could have a material adverse effect on our exploration and exploitation activities. There are uncertainties as to title matters in the mining industry. We believe we have good title to our assets; however, any defects in such titles that cause us to lose our rights in these mineral properties would seriously jeopardize our planned business operations.

We have investigated our rights to explore, exploit and develop our assets in manners consistent with industry practice and, to the best of our knowledge, those rights are in good standing. However, we cannot guarantee that the title to or our rights to explore, exploit and develop our assets will not be challenged by third parties or governmental agencies.

In addition, there can be no assurance that our assets are not subject to prior unregistered agreements, transfers or claims. Our title may be affected by undetected defects. Any such defects could have a material adverse effect on us. In the event of a dispute regarding title to our assets in foreign countries or any facet of our operations, it would likely be necessary for us to resolve the dispute in a foreign country, where we would be faced with unfamiliar laws and procedures.

The resolution of disputes in foreign countries as well as in the U. However, in a foreign country, we face the additional burden of understanding unfamiliar laws and procedures. We may not be entitled to a jury trial, as we might be in the United States. Further, to litigate in a foreign country, we would be faced with the necessity of hiring lawyers and other professionals who are familiar with the foreign laws.

For these reasons, we may incur unforeseen losses if we are forced to resolve a dispute in a foreign country. We have relied and will continue to rely on independent analysis to evaluate our mineral claims and carry out our planned exploration activities. We have relied and will continue to rely on independent geologists to engage in field work on our claim, to analyze our prospects, plan and carry out our exploration program, including an exploratory drilling program, and to prepare resource reports.

While these geologists rely on standards established by various licensing bodies, there can be no assurance that their estimates or results will be accurate. Analyzing drilling results and estimating reserves or targeted drilling sites is not a certainty. Miscalculations and unanticipated drilling results may cause the geologists to alter their estimates.

If this should happen, we may have devoted resources to areas where resources could have been better allocated, and as a result, our business could suffer. At the present time we are unable to pay any dividends. We have not paid any cash dividends and do not anticipate paying any cash dividends on our common stock in the foreseeable future.

We anticipate that earnings, if any, which may be generated from operations will be used to finance our continued operations. Investors who anticipate the immediate need of cash dividends from their investment should refrain from purchasing any of our securities. Risks Related to our Industry. The mining industry is highly competitive. Competition in the mining industry is extremely intense in all aspects, including but not limited to raising investment capital for exploration and obtaining qualified managerial and technical employees.

We are an insignificant participant in the mining industry due to our limited financial and personnel resources. Our competition includes large established mining companies, with substantial capabilities and with greater financial and technical resources than we have, as well as the myriad of other exploration stage companies.

As a result of this competition, we may be unable to attract the necessary funding or qualified personnel. If we are unable to successfully compete for funding or for qualified personnel, our mining activities may be slowed, suspended or terminated, any of which would have a material adverse effect on our ability to continue operations. The prices of natural resources are highly volatile and a decrease in metal prices can have a material adverse effect on our business.

The profitability of natural resource operations are directly related to the market prices of the underlying commodities. The market prices of metals fluctuate significantly and are affected by a number of factors beyond our control, including, but not limited to, the rate of inflation, the exchange rate of the dollar to other currencies, interest rates, and global economic and political conditions.

Price fluctuations in the metals market from the time exploration for a mine is undertaken and the time production can commence can significantly affect the profitability of a mine. Accordingly, we may begin to develop a minerals property at a time when the price of the underlying metals make such exploration economically feasible and, subsequently, incur losses because metal prices have decreased.

Adverse fluctuations of metals market prices may force us to curtail or cease our business operations. The speculative price of natural resources may adversely impact commercialization efforts. Exploration and production is highly speculative and involves numerous natural risks that may not be overcome by knowledge and experience. In particular, even if we are successful in mining silver and other deposits, for which no assurances can be given, the commercialization will be dependent upon the existing market price for gold and other minerals, among other factors.

The market price of silver and other minerals has historically been unpredictable, and subject to wide fluctuations. The decline in the price of silver and other minerals could render a discovered property uneconomic for unpredictable periods of time. Mining operations generally involve a high degree of risk. Mining operations are subject to all the hazards and risks normally encountered in the exploration, development and production of base or precious metals, including unusual and unexpected geological formations, seismic activity, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability.

Mining operations could also experience periodic interruptions due to bad or hazardous weather conditions and other acts of God. Milling operations are subject to hazards such as equipment failure or failure of retaining dams around tailing disposal areas, which may result in environmental pollution and consequent liability.

If any of these risks and hazards adversely affect our mining operations or our exploration activities, they may: i increase the cost of exploration to a point where it is no longer economically feasible to continue operations; ii require us to write down the carrying value of one or more mines or a property; iii cause delays or a stoppage in the exploration of minerals; iv result in damage to or destruction of mineral properties or processing facilities; and v result in personal injury, death or legal liability.

Any or all of these adverse consequences may have a material adverse effect on our financial condition, results of operations, and future cash flows. Increased insurance risk could negatively affect our business. Insurance and surety companies may take actions that could negatively affect our proposed business, including increasing insurance premiums, requiring higher self-insured retentions and deductibles, requiring additional collateral or covenants on surety bonds, reducing limits, restricting coverage, imposing exclusions, and refusing to underwrite certain risks and classes of business.

Any of these would adversely affect our ability in the future to obtain appropriate insurance coverage at reasonable costs which would have a material adverse effect on our business. Our operations are subject to permitting requirements. Our operations are subject to permitting requirements which could require us to delay, suspend or terminate our operations.

Our operations, including but not limited to any exploitation program, require permits from the Ontario provincial governments. We may be unable to obtain these permits in a timely manner, on reasonable terms, or at all. We may experience supply and equipment shortages. We may not be able to purchase all of the supplies and materials we need to continue our mining activities due to shortage of funds, lack of availability or other reasons.

This could cause us to delay or suspend operations. Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies, such as explosives, and certain equipment, such as bulldozers, drilling equipment and excavators, that we might need to conduct our mining activities. If we cannot find the supplies and equipment we need, we may have to suspend our operations until we do find the supplies and equipment we need.

If we are unable to find the supplies in Canada but can find them in another location, the cost will increase significantly, as will the time to deliver them. We are subject to Canadian governmental regulations that may limit our operations, increase our expenses or subject us to liability. Our operations are subject to Canadian laws, ordinances and regulations regarding, among other things:.

In developing any project in Canada, we may be required to obtain the approval of numerous Canadian governmental authorities and others regulating matters such as:. We may not now or in the future be in compliance with all regulatory requirements.

If we are not in compliance with these regulatory requirements, we will be subject to penalties or forced to incur significant expenses to cure any noncompliance. In addition, some of the land that we could in the future acquire if we will at such time have the requisite resources and ability, may not have received planning approvals or entitlements necessary for planned or future development.

Failure to obtain entitlements necessary for development on a timely basis or to the extent desired would adversely affect our business, results of operations, financial condition and future prospects. Risks Related to our Shares of Common Stock. Our stock price may be volatile. Our stock price may be volatile and as a result investors could lose all or part of their investment. In addition to volatility associated with over-the-counter securities in general, the value of any investment could decline due to the impact of any of the following factors upon the market price of our common stock:.

In addition, stock markets have experienced extreme price and volume fluctuations and the market price of securities has been highly volatile. These fluctuations are often unrelated to asset value and may have a material adverse effect on the market price of our common stock. As a result, investors may be unable to resell their shares at a fair price. There is limited liquidity on the OTCBB which may result in stock price volatility and inaccurate quote information.

When fewer shares of a security are being traded on the OTCBB, volatility of prices may increase and price movement may outpace the ability to deliver accurate quote information. Our common stock is extremely thinly traded, so you may be unable to sell at or near asking prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

Investors may have to bear the economic risk of an investment in the Company for an indefinite period of time. Future trading volume may be limited by the fact that many major institutional investment funds, including mutual funds, as well as individual investors follow a policy of not investing in OTCBB stocks and certain major brokerage firms restrict their brokers from recommending OTCBB stocks because they are considered speculative, volatile and thinly traded.

The OTCBB market is an inter-dealer market much less regulated than the major exchanges and our common stock is subject to abuses, volatility and shorting. An established trading market may never develop or be maintained.

Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders. Absence of an active trading market reduces the liquidity of the shares traded there. The trading volume of our common stock has been and may continue to be extremely limited and sporadic. In addition, the stock market in general, and the market for mining companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of such companies.

Market and industry factors may adversely affect the market price of our common stock, regardless of our operating performance. We cannot assure you that brokerage firms will want to conduct any secondary offerings on behalf of our company in the future. The sale of securities by us in any equity or debt financing could result in dilution to our existing stockholders and have a material adverse effect on our earnings.

Any sale of common stock by us in a future private placement offering could result in dilution to the existing stockholders as a direct result of our issuance of additional shares of our capital stock. In addition, our business strategy may include expansion through internal growth, by acquiring subscribers email lists, or by establishing strategic relationships with targeted customers and vendor.

We may also assume additional debt and incur impairment losses related to goodwill and other tangible assets if we acquire another company and this could negatively impact our earnings and results of operations. Future sales of our common stock in the public market could lower the price of our common stock and impair our ability to raise funds in future securities offerings. Future sales of a substantial number of shares of our common stock in the public market, or the perception that such sales may occur, could adversely affect the then prevailing market price of our common stock and could make it more difficult for us to raise funds in the future through a public offering of our securities.

We are subject to penny stock regulations and restrictions and you may have difficulty selling shares of our common stock. Since our Common Stock is deemed to be penny stock, trading in the shares of our common stock is subject to additional sales practice requirements on broker-dealers who sell penny stock to persons other than established customers and accredited investors. Additionally, for any transaction involving a penny stock, unless exempt the rules require the delivery, prior to the first transaction of a risk disclosure document, prepared by the SEC, relating to the penny stock market.

A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information for the penny stocks held in an account and information to the limited market in penny stocks.

There can be no assurance that our shares of common stock will qualify for exemption from the Penny Stock Rule. In any event, even if our common stock was exempt from the Penny Stock Rule, we would remain subject to Section 15 b 6 of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock if the SEC finds that such a restriction would be in the public interest.

Because we do not intend to pay dividends, stockholders will benefit from an investment in our Common Stock only if it appreciates in value. We have never declared or paid any cash dividends on our Preferred Stock or Common Stock. As a result, the success of an investment in our Preferred Stock or Common Stock will depend upon any future appreciation in its value. There is no guarantee that our Preferred Stock or Common Stock will appreciate in value.

Our Articles of Incorporation and Bylaws and certain provisions of Nevada State law could have the effect of making it more difficult or more expensive for a third party to acquire, or from discouraging a third party from attempting to acquire, control of the Company, even when these attempts may be in the best interests of our stockholders.

For example, Nevada law provides that approval of a majority of the stockholders is required to remove a director, which may make it more difficult for a third party to gain control of the Company. This concentration of ownership limits the power to exercise control by the minority shareholders.

Compliance with the reporting requirements of federal securities laws can be expensive. When we become a public reporting company in the United States, we will be subject to the information and reporting requirements of the Exchange Act and other federal securities laws, and the compliance obligations of the Sarbanes-Oxley Act.

The costs of preparing and filing annual and quarterly reports and other information with the SEC and furnishing audited reports to stockholders are substantial. In addition, we will incur substantial expenses in connection with the preparation of registration statements and related documents with respect to the registration of resale of the Common Stock. Applicable regulatory requirements, including those contained in and issued under the Sarbanes-Oxley Act, may make it difficult for us to retain or attract qualified officers and directors, which could adversely affect the management of its business and its ability to obtain or retain listing of our Common Stock.

We may be unable to attract and retain those qualified officers, directors and members of board committees required to provide for effective management because of the rules and regulations that govern publicly held companies, including, but not limited to, certifications required by principal executive officers.

The enactment of the Sarbanes-Oxley Act has resulted in the issuance of a series of related rules and regulations and the strengthening of existing rules and regulations by the SEC, as well as the adoption of new and more stringent rules by the stock exchanges. The perceived increased personal risk associated with these changes may deter qualified individuals from accepting roles as directors and executive officers.

We may have difficulty attracting and retaining directors with the requisite qualifications. If we are unable to attract and retain qualified officers and directors, the management of our business and our ability to obtain or retain listing of our shares of Common Stock on any stock exchange assuming we elect to seek and are successful in obtaining such listing could be adversely affected.

If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or detect fraud. Investors could lose confidence in our financial reporting and this may decrease the trading price of our Common Stock. We must maintain effective internal controls to provide reliable financial reports and detect fraud.

We have been assessing our internal controls to identify areas that need improvement. Failure to maintain an effective system of internal controls could harm our operating results and cause investors to lose confidence in our reported financial information. Any such loss of confidence would have a negative effect on the trading price of our Common Stock.

The price of our Common Stock may become volatile, which could lead to losses by investors and costly securities litigation. The trading price of our Common Stock is highly volatile and could fluctuate in response to factors such as:. The stock market is subject to significant price and volume fluctuations. The information and financial data discussed below is derived from the audited financial statements of Trio for the period May 16, date of inception to its fiscal year end September 30, The financial statements of Trio were prepared and presented in accordance with generally accepted accounting principles in the United States.

The information and financial data discussed below is only a summary and should be read in conjunction with the financial statements and related notes of Trio contained elsewhere in this Report. We operate as a mining and exploration company in the province of Ontario, Canada.

Our operations have been limited to acquiring our initial land holdings and mineral claims and our initial equipment and fixed assets to allow us to begin to implement our plans to start small-scale processing and monetization of our existing above-ground mineral resources. We are an exploration stage company and have not generated any revenues to date. We are in the initial stages of developing our mineral properties, have very limited cash resources and are in need of substantial additional capital to execute our business plan.

For these and other reasons, our independent auditors have raised substantial doubt about our ability to continue as a going concern. To date we have funded our operations through advances from a related party and from private third party lenders utilizing convertible notes. We intend to raise additional funding through third party equity or debt financing. There is no certainty that funding will be available as needed.

These factors raise substantial doubt about our ability to continue operating as a going concern. Our ability to continue our operations as a going concern, realize the carrying value of our assets, and discharge our liabilities in the normal course of business is dependent upon our ability to raise capital sufficient to fund our commitments and ongoing losses, and ultimately generate profitable operations.

Recent Development. On the Closing Date, we entered into a Share Exchange Agreement with i Trio and ii the Trio Shareholders, and iii the Principal Shareholder, pursuant to which Allied acquired all of the outstanding capital stock of Trio from the Trio Shareholders in exchange for the issuance of 2,, shares of Common Stock to the Trio Shareholders.

As a result of the Share Exchange, Trio became the wholly owned subsidiary of Allied and the Trio Shareholders became the controlling shareholders of Allied, owning an aggregate of 2,, of the issued and outstanding shares of Common Stock. Found 2 emails: bankerstrust. If you're not automatically redirected, please click here. Power up your marketing and get people to pay attention to your business, pursuit, or clients. Find prospects, develop your lists, and track your marketing campaigns without even having to leave the RocketReach suite.

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ML PLANTATION INVESTMENTS

The summaries of these agreements are subject to, and are qualified in their entirety by, reference to these agreements, all of which are incorporated herein by reference. This Current Report responds to the following items on Form 8-K:. Acquisition of Trio. The shares issued to the Trio Shareholders in the Share Exchange constituted approximately The disclosure in Item 1. As disclosed elsewhere in this Report, we acquired Trio on the Closing Date pursuant to the Share Exchange, which was accounted for as a recapitalization effected by a share exchange.

Item 2. To the extent that the Company might have been considered to be a shell company immediately before the Share Exchange, we are providing below the information that would be required to disclose on Form 10 under the Exchange Act if we were to file such form. Please note that the information provided below relates to the combined Company after the acquisition of Trio, except that information relating to periods prior to the date of the Share Exchange relate only to Trio unless otherwise specifically indicated.

TrioResources AG Inc. Trio is organized to hold assets in the mining industry, targeting older mining camps with residual value. Trio utilizes modern mining and exploration technology in conjunction with environmentally friendly processing, and focuses on combining the right blend of experienced mining and technological management in order to move in front of their competitors. Trio expects to be able to monetize existing assets and begin exploration on its existing property.

Allied was founded in the State of Nevada on September 22, It was a Poland-based company formed with the intention of operating a consulting business in small boat building and maintenance, which would include consulting in boat building, boat repairs and maintenance, refurbishing, winterizing, custom refinishing and modifications, interior customization, appraisals and major renovations in Poland and later, assuming available funds, in Europe and North America.

We were unable to secure adequate financing nor able to implement our business plan. In connection with the Share Exchange, our sole officer and director, Ihar Yaravenka, resigned from his positions and the directors of Trio became the Board of Directors of Allied, and the officers of Trio became the officers of Allied. Allied ceased any and all of its original operations in connection with small boat building and maintenance and became a holding company with Trio as its sole asset and subsidiary.

Trio was founded on May 16, by J. Duncan Reid, the current chief executive officer and chairman of the board of directors of Trio. Since its inception, Trio has focused on exploration initiatives of its main property, in conjunction with the milling and refining of precious metal ore reserves.

Trio owns and plans to acquire additional historical old mines, known to be rich in resources, and to develop and run mining operations on its properties. A copy of the Consulting Agreement is attached hereto as Exhibit Trio intends to mill the existing above ground material and sell it to refiners to generate income over the next few years.

In addition it plans to continue its business model of acquiring, developing and operating mines. Moreover, we intend to conduct further extensive exploration initiatives in order to target additional high-concentration regions that would be profitable to develop. We hope to start to generate revenue and become a cash flow positive business in the near future based on our existing above ground resources which we believe we can monetize.

Currently, there is 4, tons of Silver-containing ore, which is crushed and ready for processing. Each ton of crushed ore contains an average of 40 ounces of Silver. We will begin processing this material by the end of , and hope to generate positive revenue streams throughout Trio has begun a hole 50, meter drill campaign on the most prospective zones as indicated by preliminary geological data. Previous drill results in the area include a hole drilled by previous owners of the property in that struck 30 meters of silver grading ounces per ton.

The property remains open for significant discoveries at depth, as the advanced drilling techniques which are currently in place were not previously employed in the Cobalt district. There is an additional primary crushed ore supply of 16, tons on the property which is assayed at 38 ounces of silver per ton and 0. This material will be processed behind the first 4, tons of concentrate. In the summer of a Bulk sample project was initiated in a target zone which has resulted in approximately 16, tons of ore with a Silver content of 10 ounces per ton and Cobalt of 11 lbs per ton.

This material will be crushed and milled and further assays will be performed before processing. During the production season, a continued exploration drilling program has taken place on the property targeting known reserves and investigating historical mining locations. We utilize modern drilling equipment to go to depths which have not been previously investigated.

The drilling program began in , and will continue throughout The core-sample results will ultimately result in the establishment of the National Instrument for the original claims. Ore Inventory and Tailings. This material has been crushed down to a mesh screen and will commence processing by year-end This material will need to go through additional crushing and milling before processing.

The plan is to process this with tailings located in the tailings pond to increase the recovery of the targeted metals. Additional ore is available in volumes in known pre drilled locations to supplement our cash flow while primary exploration continues with our drilling program. Moreover, we have a Muck Pile with , tons of ore, and a tailings pond with , tons of ore. The Muck Pile has been assayed at 10 ounces of Silver per ton and the tailings pond has not been assayed to determine the mineralization.

These ore reserves will be processed behind the initial 20, tons of material, which will enables us to continue generating positive revenue in order to pursue more expansive exploration and development programs, and well as sustain exploring more prolific and valuable deposits. Reid for the purchase of certain mining equipment and property to be mined. A copy of the Purchase Agreement is attached hereto as Exhibit The Duncan-Kerr Project.

As part of the assets included in the Purchase Agreement, TrioResources acquired 94 acres of land located 10 kilometers from the town of Cobalt. This location is surrounded by existing infrastructure i. The property where the Duncan Kerr Project is being started has previously produced spectacular drill results, including ounces per ton of Silver at depth of meters, over a meter drilled target. We accomplish this by applying updated technologies toward drilling and assays, and subsequent extraction, milling, and refining of the precious metals and value minerals on our properties.

Mining and exploration of a property by its nature is proprietary and we have not licensed any third party to participate in any of the existing properties. However, there is competition among junior mining companies to acquire land for exploration and prospective development and this activity is active worldwide.

The strength of commodity prices has resulted in significantly increased industry operating cash flows and has led to increased exploration activity. This strength has increased competition for undeveloped lands, skilled personnel, access to drilling and other equipment, and access to processing and gathering facilities, all of which may cause drilling and operating costs to increase.

Many of our competitors are larger than we are and have substantially greater financial and marketing resources. In addition, virtually all of our competitors may be able to secure products and services from vendors on more favorable terms. With such shallow access to our plentiful ore veins, we will be able to significantly reduce our infrastructure costs, which ultimately comprises a large majority of the costs associated with the complete mining process.

As such, Trio is able to reduce its overhead, while focusing on further exploration, and retains the ability to fund the processing of the ore bodies we produce. This factor separates us from almost all other junior mining companies, which lack our capacity for processing.

As outlined in the Purchase Agreement, Trio owns, and has full rights and claims to the following parcels and all structures and equipment on or associated with such parcels :. Property Parcel Patented Claim NND. Intellectual Property. Since its inception, Trio has retained ownership of all its intellectual property.

This includes, but is not limited to, the application of drilling techniques used in our drilling initiatives, as well as the content in all marketing collateral, both print and electronic. We do not have nor have applied for any patents in any jurisdictions. Government Regulation. Our operations are subject to various types of Canadian and Ontario regulations. Such regulation includes: i requiring permits for drilling; ii implementing environmental impact practices; iii submitting notification and receiving permits relating to the presence, use and release of certain materials incidental to exploration and production operations; and iv regulating the location of exploration, the method of exploration, the use, transportation, storage and disposal of fluids and materials used in connection with exploration and production activities, surface usage and the restoration of properties upon which exploration and production occur and the transporting of production.

Our operations are also subject to various conservation matters, including the regulation of the location, size and production rate mining interests. The effect of these regulations may limit the rate at which natural resources may be extracted from certain properties and the areas which we may access at one time. Operations on properties in which we have or may acquire an interest are subject to extensive Canadian and Ontario environmental laws that regulate the discharge or disposal of materials or substances into the environment, restoration of properties and otherwise are intended to protect the environment.

Numerous governmental agencies issue rules and regulations to implement and enforce such laws, which are often difficult and costly to comply with and which carry substantial administrative, civil and criminal penalties and in some cases injunctive relief for failure to comply. These laws render a person or company liable for environmental and natural resource damages, cleanup costs and restoration costs.

Other laws, rules and regulations may require the rate of precious metal production to be below the economically optimal rate or may even prohibit exploration or production activities in environmentally sensitive areas. In addition, provincial and state laws often require some form of remedial action, such as closure of inactive pits and restorative measures. In addition, we are subject to Nevada corporate law as Allied, our parent company, is organized in the state of Nevada, as well as U. We are also subject to both U.

Additionally, we have two consultants. None of these employees are covered by a collective bargaining agreement. We also engage consultants on an as-needed basis to supplement existing staff. Reports filed with the SEC pursuant to the Exchange Act, including annual and quarterly reports, and other reports we file, can be inspected and copied at the public reference facilities maintained by the SEC at F Street, N. Investors can request copies of these documents upon payment of a duplicating fee by writing to the SEC.

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below, together with all of the other information included in this Report, before making an investment decision. If any of the following risks actually occurs, our business, financial condition or results of operations could suffer.

In that case, the trading price of our shares of common stock could decline and you may lose all or part of your investment. Risks Related to Our Business. We are a development stage company with limited operating history. We are a development stage company with limited operating history in the mineral exploration field.

These two factors make it impossible to reliably predict future growth and operating results. Accordingly, we are subject to all the risks and uncertainties which are characteristic of a relatively new business enterprise, including the substantial problems, expenses and other difficulties typically encountered in the course of its business, in addition to normal business risks.

We face a high risk of business failure because we have commenced extremely limited business operations and have no revenues. We were organized in , have not earned any revenues as of the date hereof and have had only losses since our inception related to our drilling, milling, and exploration operations. There is no history upon which to base any assumption as to the likelihood that our business will be successful, and there can be no assurance that we will be able to raise sufficient capital to begin operations, that we will generate significant operating revenues in the future or that we will ever be able to achieve profitable operations in the future.

We face all of the risks commonly encountered by other businesses that lack an established operating history, including, but not limited to, the need for additional capital and personnel, and intense competition. The mining industry is highly risky and there can be no certainty of our successful development of profitable commercial mining operations. The development of mineral properties involves significant risks that even a combination of careful evaluation, experience and knowledge may not eliminate.

Substantial expenses may be incurred to develop mineral reserves, develop metallurgical processes, and construct mining and processing facilities at a particular site. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as size, grade, and proximity to infrastructure; metals prices which are highly cyclical; drilling and other related costs that appear to be rising; and government regulations, including those related 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 us not receiving an adequate return on invested capital. A part of our proposed business plan involves the acquisition of additional mineral claims, which we do not currently have the resources for. We currently do not have resources to fund acquisitions of additional mineral claims.

We will need to monetize our existing claims or obtain additional financing to, among other things, fund any future exploration, mining and drilling projects that we attempt to undertake and for general working capital purposes. Any additional equity financing may be dilutive to our shareholders and any such additional equity securities may have rights, preferences or privileges that are senior to those of the common stock.

Debt financing, if available, will require payment of interest and may involve restrictive covenants that could impose limitations on our operating flexibility. We cannot assure you that additional funds will be available when and if needed from any source or, if available, will be available on terms that are acceptable to us. Our ability to obtain needed financing may be impaired by such factors as the condition of the capital markets, our capital structure, the lack of a market for our shares of common stock, and our lack of profitability, all of which could impact the availability or cost of future financings.

In addition, and as is also disclosed in our financial statements, these matters raise substantial doubt about our ability to continue as a going concern. Because our business involves numerous operating hazards, we may be subject to claims of a significant size, which would cost a significant amount of funds and resources to rectify. This could force us to cease our operations. Our operations are subject to the usual hazards inherent in exploring for minerals, such as general accidents, explosions, chemical exposure and cratering.

The occurrence of these or similar events could result in the suspension of operations, damage to or destruction of the equipment involved and injury or death to personnel. Operations also may be suspended because of machinery breakdowns, abnormal climatic conditions, failure of subcontractors to perform or supply goods or services or personnel shortages. The occurrence of any such contingency would require us to incur additional costs, which would adversely affect our business.

In addition, milling operations are subject to various hazards, including, without limitation, equipment failure and failure of retaining dams around tailings disposal areas, which may result in environmental pollution and legal liability. Damage to the environment could also result from our operations. If our business is involved in one or more of these hazards, we may be subject to claims of a significant size that could force us to cease our operations.

Mineral resource exploration, production and related operations are subject to extensive rules and regulations of federal, provincial, state and local agencies. Failure to comply with these rules and regulations can result in substantial penalties. Our cost of doing business may be affected by the regulatory burden on the mineral industry. Although we intend to substantially comply with all applicable laws and regulations, because these rules and regulations frequently are amended or interpreted, we cannot predict the future cost or impact of complying with these laws.

Environmental enforcement efforts with respect to mineral operations have increased over the years, and it is possible that regulations could expand and have a greater impact on future mineral exploration operations. We cannot be sure that our proposed business operations will not violate environmental laws in the future. Our operations and properties are subject to extensive laws and regulations relating to environmental protection, including the generation, storage, handling, emission, transportation and discharge of materials into the environment, and relating to health and safety.

These laws and regulations may do any of the following: i require the acquisition of a permit or other authorization before exploration commences; ii restrict the types, quantities and concentration of various substances that can be released in the environment in connection with exploration activities; iii limit or prohibit mineral exploration on certain lands lying within wilderness, wetlands and other protected areas; iv require remedial measures to mitigate pollution from former operations; and v impose substantial liabilities for pollution resulting from our proposed operations.

The exploration and development of mineral reserves are subject to all of the usual hazards and risks associated with such activities, which could result in damage to life or property, environmental damage, and possible legal liability for any or all damages. Difficulties, such as unusual or unexpected rock formations encountered by workers but not indicated on a map, or other conditions may be encountered in the gathering of samples and information, and could delay our exploration program.

Even though we are at liberty to obtain insurance against certain risks in such amounts we deem adequate, the nature of those risks is such that liabilities could exceed policy limits or be excluded from coverage. We do not currently carry insurance to protect against these risks and there is no assurance that we will obtain such insurance in the future. There are also risks against that we cannot, or may not elect to insure. We may not be able to compete with current and potential mining exploration and development companies, some of whom have greater resources and experience than we do in developing mineral reserves.

The natural resource market is intensely competitive, highly fragmented and subject to rapid change. We intend on acquiring additional mineral claims in the future after we have generated capital by monetizing our current interests. However, we may be unable to compete successfully with our existing competitors or with any new competitors in acquiring additional assets. We will be competing with many exploration and development companies that have significantly greater personnel, financial, managerial and technical resources than we do.

This competition from other companies with greater resources and reputations may result in our failure to maintain or expand our business. Our operations depend on our acquisition of certain equipment which has yet to be finalized. Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies and certain equipment such as bulldozers and excavators that we might need to conduct our operations.

Though we do own some mining equipment, we will need to locate additional products, equipment and materials in the course of our operations. If we cannot find the products, equipment and materials we need, we will have to suspend or limit our operations until we do find the products, equipment and materials that we require.

Our auditors have expressed a going concern opinion. We have no established source of revenues, have incurred losses since inception, have a working capital deficit and are in need of capital to grow our operations so that we can become profitable. Accordingly, the opinion of our auditors for the year ended September 30, is qualified and subject to uncertainty as to whether we will be able to continue as a going concern.

This may negatively impact our ability to obtain additional funding that we may require or to do so on terms attractive to us and may negatively impact the market price of our stock. We are heavily dependent on our management and a loss of any member of our management, particularly J. Duncan Reid, our chief executive officer and chairman of the board, would be severely detrimental to our prospects. We have a very limited management and number of employees.

We are highly dependent on all members of our management, in particular J. Duncan Reid, our chief executive officer and chairman of the board of directors. Our future performance will be substantially dependent on the continued services of our management and the ability to retain and motivate them.

The loss of the services of any of our officers or directors, particularly those of Mr. Reid, would materially and adversely affect our business and operations. If he were to resign, there is no guarantee that we could replace him with qualified individuals in a timely or economic manner, if at all.

Defective title to our assets could have a material adverse effect on our exploration and exploitation activities. There are uncertainties as to title matters in the mining industry. We believe we have good title to our assets; however, any defects in such titles that cause us to lose our rights in these mineral properties would seriously jeopardize our planned business operations.

We have investigated our rights to explore, exploit and develop our assets in manners consistent with industry practice and, to the best of our knowledge, those rights are in good standing. However, we cannot guarantee that the title to or our rights to explore, exploit and develop our assets will not be challenged by third parties or governmental agencies.

In addition, there can be no assurance that our assets are not subject to prior unregistered agreements, transfers or claims. Our title may be affected by undetected defects. Any such defects could have a material adverse effect on us. In the event of a dispute regarding title to our assets in foreign countries or any facet of our operations, it would likely be necessary for us to resolve the dispute in a foreign country, where we would be faced with unfamiliar laws and procedures.

The resolution of disputes in foreign countries as well as in the U. However, in a foreign country, we face the additional burden of understanding unfamiliar laws and procedures. We may not be entitled to a jury trial, as we might be in the United States. Further, to litigate in a foreign country, we would be faced with the necessity of hiring lawyers and other professionals who are familiar with the foreign laws. For these reasons, we may incur unforeseen losses if we are forced to resolve a dispute in a foreign country.

We have relied and will continue to rely on independent analysis to evaluate our mineral claims and carry out our planned exploration activities. We have relied and will continue to rely on independent geologists to engage in field work on our claim, to analyze our prospects, plan and carry out our exploration program, including an exploratory drilling program, and to prepare resource reports. While these geologists rely on standards established by various licensing bodies, there can be no assurance that their estimates or results will be accurate.

Analyzing drilling results and estimating reserves or targeted drilling sites is not a certainty. Miscalculations and unanticipated drilling results may cause the geologists to alter their estimates. If this should happen, we may have devoted resources to areas where resources could have been better allocated, and as a result, our business could suffer.

At the present time we are unable to pay any dividends. We have not paid any cash dividends and do not anticipate paying any cash dividends on our common stock in the foreseeable future. We anticipate that earnings, if any, which may be generated from operations will be used to finance our continued operations.

Investors who anticipate the immediate need of cash dividends from their investment should refrain from purchasing any of our securities. Risks Related to our Industry. The mining industry is highly competitive. Competition in the mining industry is extremely intense in all aspects, including but not limited to raising investment capital for exploration and obtaining qualified managerial and technical employees.

We are an insignificant participant in the mining industry due to our limited financial and personnel resources. Our competition includes large established mining companies, with substantial capabilities and with greater financial and technical resources than we have, as well as the myriad of other exploration stage companies. As a result of this competition, we may be unable to attract the necessary funding or qualified personnel.

If we are unable to successfully compete for funding or for qualified personnel, our mining activities may be slowed, suspended or terminated, any of which would have a material adverse effect on our ability to continue operations. The prices of natural resources are highly volatile and a decrease in metal prices can have a material adverse effect on our business.

The profitability of natural resource operations are directly related to the market prices of the underlying commodities. The market prices of metals fluctuate significantly and are affected by a number of factors beyond our control, including, but not limited to, the rate of inflation, the exchange rate of the dollar to other currencies, interest rates, and global economic and political conditions.

Price fluctuations in the metals market from the time exploration for a mine is undertaken and the time production can commence can significantly affect the profitability of a mine. Accordingly, we may begin to develop a minerals property at a time when the price of the underlying metals make such exploration economically feasible and, subsequently, incur losses because metal prices have decreased. Adverse fluctuations of metals market prices may force us to curtail or cease our business operations.

The speculative price of natural resources may adversely impact commercialization efforts. Exploration and production is highly speculative and involves numerous natural risks that may not be overcome by knowledge and experience. In particular, even if we are successful in mining silver and other deposits, for which no assurances can be given, the commercialization will be dependent upon the existing market price for gold and other minerals, among other factors.

The market price of silver and other minerals has historically been unpredictable, and subject to wide fluctuations. The decline in the price of silver and other minerals could render a discovered property uneconomic for unpredictable periods of time. Mining operations generally involve a high degree of risk. Mining operations are subject to all the hazards and risks normally encountered in the exploration, development and production of base or precious metals, including unusual and unexpected geological formations, seismic activity, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability.

Mining operations could also experience periodic interruptions due to bad or hazardous weather conditions and other acts of God. Milling operations are subject to hazards such as equipment failure or failure of retaining dams around tailing disposal areas, which may result in environmental pollution and consequent liability.

If any of these risks and hazards adversely affect our mining operations or our exploration activities, they may: i increase the cost of exploration to a point where it is no longer economically feasible to continue operations; ii require us to write down the carrying value of one or more mines or a property; iii cause delays or a stoppage in the exploration of minerals; iv result in damage to or destruction of mineral properties or processing facilities; and v result in personal injury, death or legal liability.

Any or all of these adverse consequences may have a material adverse effect on our financial condition, results of operations, and future cash flows. Increased insurance risk could negatively affect our business. Insurance and surety companies may take actions that could negatively affect our proposed business, including increasing insurance premiums, requiring higher self-insured retentions and deductibles, requiring additional collateral or covenants on surety bonds, reducing limits, restricting coverage, imposing exclusions, and refusing to underwrite certain risks and classes of business.

Any of these would adversely affect our ability in the future to obtain appropriate insurance coverage at reasonable costs which would have a material adverse effect on our business. Our operations are subject to permitting requirements. Our operations are subject to permitting requirements which could require us to delay, suspend or terminate our operations.

Our operations, including but not limited to any exploitation program, require permits from the Ontario provincial governments. We may be unable to obtain these permits in a timely manner, on reasonable terms, or at all. We may experience supply and equipment shortages.

We may not be able to purchase all of the supplies and materials we need to continue our mining activities due to shortage of funds, lack of availability or other reasons. This could cause us to delay or suspend operations. Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies, such as explosives, and certain equipment, such as bulldozers, drilling equipment and excavators, that we might need to conduct our mining activities.

If we cannot find the supplies and equipment we need, we may have to suspend our operations until we do find the supplies and equipment we need. If we are unable to find the supplies in Canada but can find them in another location, the cost will increase significantly, as will the time to deliver them. We are subject to Canadian governmental regulations that may limit our operations, increase our expenses or subject us to liability.

Our operations are subject to Canadian laws, ordinances and regulations regarding, among other things:. In developing any project in Canada, we may be required to obtain the approval of numerous Canadian governmental authorities and others regulating matters such as:. We may not now or in the future be in compliance with all regulatory requirements. If we are not in compliance with these regulatory requirements, we will be subject to penalties or forced to incur significant expenses to cure any noncompliance.

In addition, some of the land that we could in the future acquire if we will at such time have the requisite resources and ability, may not have received planning approvals or entitlements necessary for planned or future development. Failure to obtain entitlements necessary for development on a timely basis or to the extent desired would adversely affect our business, results of operations, financial condition and future prospects.

Risks Related to our Shares of Common Stock. Our stock price may be volatile. Our stock price may be volatile and as a result investors could lose all or part of their investment. In addition to volatility associated with over-the-counter securities in general, the value of any investment could decline due to the impact of any of the following factors upon the market price of our common stock:.

In addition, stock markets have experienced extreme price and volume fluctuations and the market price of securities has been highly volatile. These fluctuations are often unrelated to asset value and may have a material adverse effect on the market price of our common stock.

As a result, investors may be unable to resell their shares at a fair price. There is limited liquidity on the OTCBB which may result in stock price volatility and inaccurate quote information. When fewer shares of a security are being traded on the OTCBB, volatility of prices may increase and price movement may outpace the ability to deliver accurate quote information. Our common stock is extremely thinly traded, so you may be unable to sell at or near asking prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

Investors may have to bear the economic risk of an investment in the Company for an indefinite period of time. Future trading volume may be limited by the fact that many major institutional investment funds, including mutual funds, as well as individual investors follow a policy of not investing in OTCBB stocks and certain major brokerage firms restrict their brokers from recommending OTCBB stocks because they are considered speculative, volatile and thinly traded.

The OTCBB market is an inter-dealer market much less regulated than the major exchanges and our common stock is subject to abuses, volatility and shorting. An established trading market may never develop or be maintained. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders.

Absence of an active trading market reduces the liquidity of the shares traded there. The trading volume of our common stock has been and may continue to be extremely limited and sporadic. In addition, the stock market in general, and the market for mining companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of such companies. Market and industry factors may adversely affect the market price of our common stock, regardless of our operating performance.

We cannot assure you that brokerage firms will want to conduct any secondary offerings on behalf of our company in the future. The sale of securities by us in any equity or debt financing could result in dilution to our existing stockholders and have a material adverse effect on our earnings. Any sale of common stock by us in a future private placement offering could result in dilution to the existing stockholders as a direct result of our issuance of additional shares of our capital stock.

In addition, our business strategy may include expansion through internal growth, by acquiring subscribers email lists, or by establishing strategic relationships with targeted customers and vendor. We may also assume additional debt and incur impairment losses related to goodwill and other tangible assets if we acquire another company and this could negatively impact our earnings and results of operations.

Future sales of our common stock in the public market could lower the price of our common stock and impair our ability to raise funds in future securities offerings. Future sales of a substantial number of shares of our common stock in the public market, or the perception that such sales may occur, could adversely affect the then prevailing market price of our common stock and could make it more difficult for us to raise funds in the future through a public offering of our securities.

We are subject to penny stock regulations and restrictions and you may have difficulty selling shares of our common stock. Since our Common Stock is deemed to be penny stock, trading in the shares of our common stock is subject to additional sales practice requirements on broker-dealers who sell penny stock to persons other than established customers and accredited investors.

Additionally, for any transaction involving a penny stock, unless exempt the rules require the delivery, prior to the first transaction of a risk disclosure document, prepared by the SEC, relating to the penny stock market.

A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information for the penny stocks held in an account and information to the limited market in penny stocks. There can be no assurance that our shares of common stock will qualify for exemption from the Penny Stock Rule.

In any event, even if our common stock was exempt from the Penny Stock Rule, we would remain subject to Section 15 b 6 of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock if the SEC finds that such a restriction would be in the public interest. Because we do not intend to pay dividends, stockholders will benefit from an investment in our Common Stock only if it appreciates in value.

We have never declared or paid any cash dividends on our Preferred Stock or Common Stock. As a result, the success of an investment in our Preferred Stock or Common Stock will depend upon any future appreciation in its value. There is no guarantee that our Preferred Stock or Common Stock will appreciate in value. Our Articles of Incorporation and Bylaws and certain provisions of Nevada State law could have the effect of making it more difficult or more expensive for a third party to acquire, or from discouraging a third party from attempting to acquire, control of the Company, even when these attempts may be in the best interests of our stockholders.

For example, Nevada law provides that approval of a majority of the stockholders is required to remove a director, which may make it more difficult for a third party to gain control of the Company. This concentration of ownership limits the power to exercise control by the minority shareholders. Compliance with the reporting requirements of federal securities laws can be expensive. When we become a public reporting company in the United States, we will be subject to the information and reporting requirements of the Exchange Act and other federal securities laws, and the compliance obligations of the Sarbanes-Oxley Act.

The costs of preparing and filing annual and quarterly reports and other information with the SEC and furnishing audited reports to stockholders are substantial. In addition, we will incur substantial expenses in connection with the preparation of registration statements and related documents with respect to the registration of resale of the Common Stock.

Applicable regulatory requirements, including those contained in and issued under the Sarbanes-Oxley Act, may make it difficult for us to retain or attract qualified officers and directors, which could adversely affect the management of its business and its ability to obtain or retain listing of our Common Stock. We may be unable to attract and retain those qualified officers, directors and members of board committees required to provide for effective management because of the rules and regulations that govern publicly held companies, including, but not limited to, certifications required by principal executive officers.

The enactment of the Sarbanes-Oxley Act has resulted in the issuance of a series of related rules and regulations and the strengthening of existing rules and regulations by the SEC, as well as the adoption of new and more stringent rules by the stock exchanges. The perceived increased personal risk associated with these changes may deter qualified individuals from accepting roles as directors and executive officers.

We may have difficulty attracting and retaining directors with the requisite qualifications. If we are unable to attract and retain qualified officers and directors, the management of our business and our ability to obtain or retain listing of our shares of Common Stock on any stock exchange assuming we elect to seek and are successful in obtaining such listing could be adversely affected.

If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or detect fraud. Investors could lose confidence in our financial reporting and this may decrease the trading price of our Common Stock. We must maintain effective internal controls to provide reliable financial reports and detect fraud. We have been assessing our internal controls to identify areas that need improvement.

Failure to maintain an effective system of internal controls could harm our operating results and cause investors to lose confidence in our reported financial information. Any such loss of confidence would have a negative effect on the trading price of our Common Stock. The price of our Common Stock may become volatile, which could lead to losses by investors and costly securities litigation.

The trading price of our Common Stock is highly volatile and could fluctuate in response to factors such as:. The stock market is subject to significant price and volume fluctuations. Not the Sean you were looking for? Find contact details for million professionals. Add Get Contact. We set the standard for finding emails Trusted by over 6.

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