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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Pre-Exploration Stage Company

The Company is considered to be in the pre-exploration stage as defined in ASC
915 "Accounting and Reporting by Development Stage Enterprises" as interpreted by the Securities and Exchange Commission for mining companies in Industry Guide
7. The Company is devoting substantially all of its efforts to the execution of its business plan.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Significant estimates that may change in the near future include value of goodwill, impairment of long-lived assets acquired, and value of investments.

Cash and Cash Equivalents

Cash and cash equivalents consists principally of currency on hand, demand deposits at commercial banks, and liquid investment funds having a maturity of three months or less at the time of purchase. The Company had $0 and $11,450 in cash and cash equivalents as of March 31, 2011 and December 31, 2010, respectively.

Revenue Recognition

The Company will follow the guidance of ASC Topic 605, formerly, SAB 104 for revenue recognition. In general, the Company will record revenue when persuasive evidence of an arrangement exists, services have been rendered, the sales price to the customer is fixed or determinable, and collectability is reasonably assured. Revenues from services are recognized when the services are performed, evidence of an arrangement exists, the fee is fixed and determinable and collectability is probable. In circumstances when these criteria are not met, revenue recognition is deferred until resolution occurs.

Mineral Acquisition and Exploration Costs

Mineral property interests include optioned and acquired mineral development and exploration stage properties. The amount capitalized related to a mineral property interest represents its fair value at the time it was optioned or acquired, either as an individual asset or as a part of a business combination. The value of such assets is primarily driven by the nature and amount of mineralized material believed to be contained in such properties. Exploration costs are expensed as incurred and development costs are capitalized if proven and probable reserves exist and the property is a commercially minable property. Mine development costs incurred either to develop new ore deposits, expand the capacity of operating mines, or to develop mine areas substantially in advance of current production are capitalized. Costs incurred to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. The Company evaluates, at least quarterly, the carrying value of capitalized mineral interests costs and related property, plant and equipment costs, if any, to determine if these costs are in excess of their net realizable value and if a permanent impairment needs to be recorded. The periodic evaluation of carrying value of capitalized costs and any related property, plant and equipment costs are based upon expected future cash flows and/or estimated salvage value.

Property, Plant, and Equipment

Property and equipment are stated at cost. Depreciation and amortization are determined using the straight-line method over estimated useful lives of the assets. All property, plant, and equipment were disposed of and any gains and losses on the disposal are included in discontinued operations as disclosed in Note 10. As of March 31, 2011, the Company held no property, plant or equipment.

Net Income or (Loss) Per Share of Common Stock

Basic and diluted loss per common share is based upon the weighted average
number of common shares outstanding during the period computed under the
provisions of Accounting Standards Codification subtopic 260-10, Earnings per
Share ("ASC 260-10"). All primary dilutive common shares have been excluded
since the inclusion would be anti-dilutive. Such shares consist of the
following:

                                                 3/31/2012        3/31/2011
Common shares outstanding (Basic)                  620,771          620,771
Conversion of convertible debt                  23,741,667           62,015
Conversion of convertible notes                  8,714,427          675,154
Conversion of convertible preferred shares     418,783,333       10,204,272
Conversion of warrants                              33,333           31,477
Common shares outstanding (Diluted)            451,072,760       11,593,689

Goodwill and Other Intangibles

As of March 31, 2011, the Company held no Goodwill. The Company possesses no other intangible assets.

Recently Issued Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective accounting standards, if adopted, will have a material effect on our financial statements

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period enacted. A valuation allowance is provided when it is more likely than not that a portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which related temporary differences become deductible. The benefit of tax positions taken or expected to be taken in the Company's income tax returns are recognized in the consolidated financial statements if such positions are more likely than not of being sustained.

In accordance with 740-10, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting this standard, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.

Derivative Liabilities

The Company accounts for its embedded conversion features in its convertible debentures in accordance ASC 815-10, "Derivatives and Hedging", which requires a periodic valuation of their fair value and a corresponding recognition of liabilities associated with such derivatives, and ASC 815-40, "Contracts in Entity's Own Equity". The recognition of derivative liabilities related to the issuance of convertible debt is applied first to the proceeds of such issuance as a debt discount, at the date of issuance, and the excess of derivative liabilities over the proceeds is recognized as "Loss on Valuation of Derivative" in other expense in the accompanying financial statements. Any subsequent increase or decrease in the fair value of the derivative liabilities is recognized as "Other expense" or "Other income", respectively.

Accounting Standards Codification subtopic 815-40, Derivatives and Hedging; Contracts in Entity's own Equity ("ASC 815-40") became effective for the Company. The Company ' s Convertible Preferred Stock and Convertible debt has certain provisions that require the Company to change conversion price of the Convertible debt and Convertible Preferred Stock based on the discounted market value. Upon the effective date, the provisions of ASC 815-40 required a reclassification to liability based on the reset feature of the agreements. Therefore, in accordance with ASC 815-40, the Company determined the fair value of the initial reset provision on preferred stock and convertible debt using the Black-Scholes formula assuming no dividends, a risk-free interest rate of 0.68%-0.85%, expected volatility of 155.49%-214.23%, and expected life of 1 and 5 years. The net value of the reset provision at the date of adoption of ASC 815-40 was recorded as a derivative liability on the balance sheet and a reduction to convertible redeemable preferred stock and convertible debt. Changes in fair value are recorded as non-operating, non-cash income or expense at each reporting date. The fair value of the preferred stock and convertible debt at March 31, 2012 was determined using the Black Scholes Option Pricing Model with the following assumptions:

Dividend yield: 0%
Volatility 254.30%
Risk free rate: 0.70%

The change in fair value of the convertible preferred stock and convertible debt derivative liability resulted in a current period non-operating loss to operations of $694,855.

Fair Value of Instruments

Accounting Standards Codification subtopic 825-10, Financial Instruments ("ASC 825-10") requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.

The company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures ("ASC 820-10") and Accounting Standards Codification subtopic 825-10, Financial Instruments ("ASC 825-10"), which permits entities to choose to measure many financial instruments and certain other items at fair value

Reclassification

Certain reclassifications have been made to conform the prior period data to the current presentation. These reclassifications had no effect on reported net loss.

Currency Risk and Foreign Currency Translations

The functional currency of the Company is the United States Dollar (USD). In accordance with ASC Topic No. 830, realized gains or losses on expenses incurred in denominations other than USD are recognized in earnings on the transaction date. At such time as there are any foreign denominated assets or liabilities, the Company will report changes in valuation in a Statement of Other Comprehensive Income or (Loss) due to the changes in cumulative adjustments from foreign currency translation.

CURRENT BUSINESS OPERATIONS

We are engaged in the evaluation, acquisition, exploration and advancement of mining projects. Although we were considered to have exited the pre-exploration stage with the Muluncay acquisition, the disposal of Muluncay necessitates that we re-enter the pre-exploration stage effective December 31, 2009. As of the date of this Quarterly Report, we are devoting substantially all of our efforts to the execution of our business operations. To date, funding to acquire and explore gold properties and for operational purposes was acquired through private financings.

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

Effective December 31, 2009, Del Pacifico terminated the agreement due to our inability to provide the $1,800,000 investment pursuant to the contract terms. Thus, we determined to discontinue operations through our Muluncay subsidiary. We were released from all obligations and released all claims on the Controlling Assets primarily because we had incurred significant operating losses since acquisition and we could not attract operating capital to meet contractual obligations since the acquisition of Muluncay. On December 31, 2009, we completed the loss recognition for a total loss of $1,964,636.

RESULTS OF OPERATION

Three Month Period Ended March 31, 2012 Compared to Three Month Period Ended March 31, 2011.

Our net loss for the three months period ended March 31, 2012 was $129,467 compared to a net loss of $1,375,413 during the three month period ended March 31, 2012, a change of $1,245,936. During the three month periods ended March 31, 2012 and 2011, we did not generate any revenue from continuing operations.

During the three month period ended March 31, 2012, we incurred operating expenses of $41,781 compared to $6,573 incurred during the three month period ended March 31, 2011, a decrease of $35,208. These expenses incurred during the three month period ended March 31, 2012 consisted of: (i) professional fees of $38,500 (2011: $5,000); and (ii) other general and administrative expenses of $3,281 (2011: $1,573). The increase in operating expenses incurred during the three month period ended March 31, 2012 from the three month period ended March 31, 2011 was primarily attributable to professional fees. Operating expenses reflect the limited scope and scale of our business operations.

Other income (expense) was incurred during the three month period ended March 31, 2012 of ($87,696) (2011: ($1,368,840). Other income (expense) during the quarter ended March 31, 2012 consisted of: (i) interest expense (including amortization of beneficial conversion feature) of ($90,325) compared to ($90,652) during the three month period ended March 31, 2011; and (ii) change in derivative liability of ($2,629) ((2011: ($694,855)). During the first quarter of 2011 we experienced a loss on extinguishment of debt of $583,333.

Therefore, this resulted in a net loss applicable to common shares during the three month period ended March 31, 2012 of $129,477 compared to a net loss applicable to common shares during the three month period ended March 31, 2011 of $1,375,413.

LIQUIDITY AND CAPITAL RESOURCES

Three Month Period Ended March 31, 2012

As at March 31, 2012, our current assets and total assets were $649 in cash. Our current liabilities were $3,108,541, which resulted in a working capital deficit of $3,107,892. As of March 31, 2012, liabilities were primarily comprised of:
(i) $270,915 in accounts payable; (ii) $578,100 in convertible notes payable, net, current; (iii) $1,610,407 of convertible bonds payable, and (iv) $616,623 of accrued interest payable. The increase in liabilities during the three month period ended March 31, 2012 from fiscal year ended December 31, 2011 was primarily due to the Company issuing a convertible note payable along with applicable accrued interest, and the change in the value of the derivative liability.

Stockholders' deficit increased from $26,952,318 for fiscal year ended December 31, 2011 to $27,081,795 for the three month period ended March 31, 2012.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the three month period ended March 31, 2012, net cash flows used in operating activities was $19,351 consisting primarily of a net loss of $129,477 as adjusted by $12,571 in amortization of debt discounts, and $2,629 change in derivative liability.

Cash Flows from Investing Activities

We did not engage in any investing activities during the three month period ended March 31, 2012.

Cash Flows from Financing Activities

For the three month period ended March 31, 2012, net cash flows provided from financing activities was $20,000 compared to $0 for the three month period ended March 31, 2011.

PLAN OF OPERATION AND FUNDING

A substantial portion of quarter ended December 31, 2010 was dedicated to the Muluncay mining project and financing. As at March 31, 2012, our cash and cash equivalents were $649. For the three month period ended March 31, 2012, we incurred a net loss of $129,477. Net cash provided by financing activities for the three month period ended March 31, 2012 was $20,000. The accumulated deficit is due to losses incurred on the disposal of Muluncay and general & administrative costs, change in the derivative liability, salaries and wages, note and bond interest, and professional fees. The orchestration and execution of our business acquisitions resulted in increased professional fees and the need for funding.

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

MATERIAL COMMITMENTS

As of the date of this Quarterly Report, we have the following material
commitments as described as described in Footnote 4 of our financial statements
(all of which are in default).
                                                   Less than                                              More than 5
Contractual Obligations              Total          one year        1 - 3 Years        3 - 5 Years           Years
Convertible Bonds                 $ 1,610,407     $  1,610,407     $            -     $            -      $          -
Convertible Notes Payable             585,000          585,000
Total                             $ 2,195,407     $  2,195,407     $            -     $            -      $          -

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

GOING CONCERN

The independent auditors' report accompanying our December 31, 2011 and December 31, 2010 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

Inflation

We do not believe that inflation has had a material effect on our business, financial condition or results of operations. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could adversely affect our business, financial condition and results of operations.

Number of Employees

As of March 31, 2012 the Company had one (1) part-time employee.

Disclosure of Contractual Obligations

The Company does not have any significant contractual obligations which could negatively impact our results of operations and financial condition.