Organization, Nature of Business, Going Concern and Management Plans

3 Months Ended

Dec. 31, 2012

Organization, Nature of Business, Going Concern and Management Plans [Abstract]

Organization, Nature of Business, Going Concern and Management Plans

1. Organization, Nature of Business, Going Concern and Management Plans

Organization and Nature of Business

Trio Resources, Inc. (the "Company" or "Trio Resources"), formerly Allied Technologies Group, Inc. ("Allied") was incorporated in the state of Nevada on September 22, 2011.

On December 14, 2012 Allied entered into a transaction (the "Share Exchange"), pursuant to which the Company acquired 100% of the issued and outstanding equity securities of TrioResources AG Inc. ("Trio"), which became a wholly owned subsidiary of the Company. The acquisition was accounted for as a recapitalization using accounting principles applicable to reverse acquisitions whereby the unaudited condensed 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 Trio Resources, 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 Trio Resources, Inc. shares to the TrioResources AG Inc. shareholders.

Under the terms of the Share Exchange, Ihar Yaravenka, the former sole director, officer, and principal shareholder of Trio Resources, Inc. (the "Principal Shareholder"), cancelled all 1,500,000 shares of Common Stock that he owned, which constituted 57.9% of the issued and outstanding shares of Common Stock prior to the Share Exchange

As a result of the Share Exchange, Trio became the wholly owned subsidiary of the Company and the Trio Shareholders became the controlling shareholders of the Company, owning an aggregate of 66.15% of the issued and outstanding shares of Common Stock. In connection with the Share Exchange, the Principal Shareholder submitted a resignation letter resigning from his positions as the sole director and officer of the Company, effective upon the closing of the Share Exchange, and the directors of Trio were appointed to the Board of Directors of the Company, and the officers of Trio were appointed as the officers of the Company.

The Company has 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 close the Share Exchange, the Company's Board of Directors approved and authorized the Company to take the necessary steps to effect a forward stock split of the issued and outstanding shares of Common Stock, such that each lot of one (1) issued and outstanding share of Common Stock shall be automatically changed and converted into one hundred (100) shares of Common Stock, payable to all holders of record of the Common Stock as of December 31, 2012 (the "Forward Stock Split").

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 is December 14, 2012 and all of the necessary accounting adjustments were fully reflected in the December 31, 2012 unaudited condensed consolidated financial statements.

The Company is considered to be an Exploration Stage company as defined under 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 processing of mineralized material on its property.

Going Concern and Management's Plans

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared assuming that the Company will continue as a going concern. Since its inception on May 16, 2012, the Company has not generated revenue and has incurred a net loss. The Company has a working capital deficit of $117,013 as at December 31, 2012, and incurred a net loss accumulated during the exploration stage of $1,165,833 as at December 31, 2012. Accordingly, it has not generated cash flows from operations and has primarily relied upon debt and equity financing from third parties and related parties to fund its operations. The Company has negotiated a Canadian (CDN) $500,000 Draw Down facility with Seagel Investments Corp. of which $190,000 has been drawn as at December 31, 2012. However, there can be no assurance that such financial support shall be ongoing or available on terms or conditions acceptable to the Company. These factors raise substantial doubt about the Company's ability to continue as a going concern.

Acquisition

On December 14, 2012, Trio Resources (formerly Allied Technologies Group, Inc.) entered into a transaction (the "Share Exchange"), pursuant to which the Company acquired 100% of the issued and outstanding equity securities of TrioResources AG Inc., which became a wholly owned subsidiary of the Company. Part of the consideration was a payment of $250,000 to Ihar Yaravenka, the former, sole officer, director and controlling shareholder. As at the close of the Share Exchange Allied Technologies Group Inc. had no assets or liabilities. Prior the acquisition Allied Technologies Group, Inc. was a public shell company.

Allied Technologies Group, Inc. was incorporated on September 22, 2011 under the laws of the state of Nevada. This company was a public shell company prior to the acquisition.

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 company pursuing plans to focus on exploration, milling, and processing of mineralized material located on its property.

Pursuant to the terms and conditions of the Share Exchange Agreement, Trio Resources, Inc. 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 Trio Resources, Inc. In addition, the former sole director, officer, and principal shareholder of Trio Resources, Inc. (the "Principal Shareholder"), cancelled all 1,500,000 shares of Common Stock that he owned. The result is that the shareholders of TrioResourcses AG Inc. own 66.15% of the total shares of Trio Resources, Inc. outstanding effective the date of the Exchange Agreement.

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.

Comparative Presentations

Since for accounting purposes TrioResources AG Inc. is the accounting acquirer, and since TrioResources AG Inc. was incorporated on May 16, 2012, no comparative quarterly information is being presented.