Organization, Nature of Business, Going Concern and Management Plans | 9 Months Ended |
Jun. 30, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Organization, Nature of Business, Going Concern and Management Plans | ' |
1. Organization, Nature of Business, Going Concern and Management Plans |
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Organization and Nature of Business |
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Trio Resources, Inc. (“Trio Resources” or the “Company”), formerly Allied Technologies Group, Inc. (“Allied”), was incorporated in the state of Nevada on September 22, 2011. |
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On December 14, 2012, Allied entered into a share exchange agreement (the “Share Exchange Agreement”) with TrioResources AG Inc. (“Trio or TrioResources AG Inc.”), pursuant to which the Company acquired 100% of the issued and outstanding equity securities of Trio (the “Share Exchange”). As a result of the Share Exchange, Trio became the wholly-owned subsidiary of Company and the Trio shareholders became the controlling shareholders of Company, owning an aggregate of 66.15% of the issued and outstanding shares of common stock of Trio Resources. The acquisition was accounted for as a recapitalization using accounting principles applicable to reverse acquisitions whereby the consolidated financial statements subsequent to the date of the acquisition are presented as a continuation of TrioResources AG Inc. Under reverse acquisition accounting TrioResources AG Inc. (legal subsidiary) will be treated as the accounting parent (acquirer) and Company, Inc. (legal parent) will be treated as the accounting subsidiary (acquiree). All outstanding shares have been restated to reflect the effect of the reverse acquisition, which includes one for one issuance of Company shares to the TrioResources AG Inc. shareholders. |
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Under the terms of the Share Exchange Agreement, the former sole director, officer, and principal shareholder of the Company (the “Principal Shareholder”), cancelled all 1,500,000 shares of the Company’s common stock that he owned, which constituted 57.9% of the issued and outstanding shares of the Company’s common stock prior to the Share Exchange. |
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On December 14, 2012, the Company filed a Certificate of Amendment of its Articles of Incorporation (the “Charter Amendment”) with the Secretary of State of Nevada to (1) change its name from Allied Technologies Group, Inc. to Trio Resources, Inc. (the “Name Change”) and (2) increase its total authorized shares of common stock, from 75,000,000 shares to 400,000,000 shares (the “Authorized Share Increase”). Additionally, as a condition to closing of the Share Exchange Ageement, the Company’s Board of Directors approved and authorized the Company to take the necessary steps to effect a forward stock split of the Company’s issued and outstanding shares of common stock, such that each one (1) issued and outstanding share of common stock automatically changed and converted into one hundred (100) shares of common stock (the “Forward Stock Split”). |
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The Share Exchange was accounted for as a reverse takeover/recapitalization effected by a share exchange, wherein Trio is considered the acquirer for accounting and financial reporting purposes. The effective date of the Share Exchange Agreement was December 14, 2012 and all of the necessary accounting adjustments have been fully reflected in these unaudited condensed consolidated interim financial statements. |
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The Company is considered to be an exploration stage company as defined under U.S. Securities and Exchange Commission (“SEC”) Guide 7 (a) (4) (i) Description of Property by Issuers Engaged or to be Engaged in Significant Mining. The Company’s principal business is the exploration of mineral resources on the Company’s existing property and any new properties it may acquire and the processing of mineralized material on its property. |
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Going Concern |
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The unaudited condensed consolidated interim financial statements have been prepared assuming that the Company will continue as a going concern. Since its inception on May 16, 2012 to June 30, 2014, the Company has not generated significant revenue. As at June 30, 2014, the Company has a working capital deficiency of $2,710,184 and has accumulated deficit during the exploration stage of $3,413,927. To date, the Company has not generated positive cash flows from operations and has primarily relied upon debt and equity financing from third parties and related parties to finance its operations. The Company anticipates that its future mill operations will generate positive cash flows in fiscal 2015 provided that it is successful in obtaining additional financing in the foreseeable future. The Company has negotiated a $500,000 Draw Down facility (Note 8) with Seagel Investments Corp. of which $425,000 has been drawn as at June 30, 2014. On November 27, 2013, the Company entered into a draw down facility in the amount of $335,000 with a lender of which $75,000 has been obtained as at June 30, 2014. In addition, on August 7, 2014, the Company closed its private placement offering with certain accredited investors for 27,250,000 shares of the Company’s common stock at an offering price of $0.02 per share for gross proceeds of $545,000. As of the date of this filing, these shares have not been issued. |
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The Company is also pursuing additional financing. However, there can be no assurance that the additional financing shall be available on terms or conditions acceptable to the Company. These factors raise substantial doubt about its ability to continue as a going concern. No adjustment relating to the recoverability and classification of recorded asset amounts and the classification of liabilities has been made to the unaudited condensed consolidated interim financial statements, which could be material if the current business plan is not successful and when the Company is not able to continue as a going concern. |
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Acquisition |
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On December 14, 2012, the Company completed a Share Exchange transaction pursuant to which the Company acquired 100% of the issued and outstanding equity securities of TrioResources AG Inc., which became its wholly owned subsidiary. In connection with the Share Exchange, Ihar Yaravenka, the former, sole officer, director and controlling shareholder of the Company was paid $250,000, which was expensed during the Company’s previous year ended September 30, 2013, in exchange for Mr. Yaravenka’s surrendering and the Company canceling 1,500,000 shares of common stock of the Company. As at the close of the Share Exchange, the Company had no assets or liabilities and it was a public shell company. |
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TrioResources AG Inc. was incorporated on May 16, 2012 under the laws of the province of Ontario, Canada, is headquartered in Toronto, Ontario, Canada. This company is an exploration stage company intending to focus on exploration, milling, and processing of mineralized material located on its property. |
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Pursuant to the terms and conditions of the Share Exchange Agreement, the Company acquired 100% of the capital stock, 2,130,000 common shares, of TrioResources AG Inc. in exchange for the issuance of 2,130,000 shares of common stock of the Company. The result is that the shareholders of TrioResourcses AG Inc. own 66.15% of the total shares of the Company outstanding effective the date of the Share Exchange Agreement. |
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The Share Exchange was accounted for as a reverse takeover/recapitalization effected by a share exchange, wherein TrioResources AG Inc. is considered the acquirer for accounting and financial reporting purposes. |