UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~February 28,~~August 31, 2013

¨ TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE EXCHANGE ACT

For the transition period from ___________ to _____________

Commission file number 000-52630

ZINCO DO BRASIL, INC.

(Exact name of registrant as specified in its charter)

Delaware		26-2524571
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

100 Park Avenue Suite 1600

New York, New York 10017

(Address of principal executive offices)

(212) 984-0628

(Issuer's telephone number)

Check whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x ¨ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large Accelerated Filer ¨ Accelerated Filer ¨ Non-Accelerated Filer ¨ Smaller Reporting Company x

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934) (check one): Yes ¨ No x

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 23,~~728~~563,~~331~~850 shares of common stock, par value $0.0001 per share, as of ~~April~~October 2221, 2013.

Zinco Do Brasil, Inc.

(Formerly TurkPower Corporation)

		Page Number
PART 1 – Financial Information

Item 1 – Unaudited Financial Information:

Consolidated Balance Sheets as of August 31, 2013 and May 31, 2013 (Unaudited)		2

Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended August 31, 2013 and 2012 (Unaudited)		3

Consolidated Statement of Stockholders Deficit for the Three Months Ended August 31, 2013 (Unaudited)		4

Consolidated Statements of Cash Flows for the Three Months Ended August 31, 2013 and 2012 (Unaudited)		5

Notes to the Consolidated Financial Statements (Unaudited)		6

Item 2 - Management’s Discussion and Analysis or Financial Condition and Results of Operations		11

Item 3 - Quantitative and Qualitative Disclosures About Market Risk		13

Item 4 - Controls and Procedures		13

PART II - Other Information (Items 1-6)		14

	Page Number
PART 1 – Financial Information
Item 1 – Unaudited Financial Information:
Consolidated Balance Sheets as of February 28, 2013 and May 31, 2012 (Unaudited)	2
Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Nine Months Ended February 28, 2013 and 2012 (Unaudited)	3
Consolidated Statement of Stockholders Deficit for the Nine Months Ended February 28, 2013 (Unaudited)	4
Consolidated Statements of Cash Flows for the Nine Months Ended February 28, 2013 and 2012 (Unaudited)	5
Notes to the Consolidated Financial Statements (Unaudited)	6
Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3 - Quantitative and Qualitative Disclosures About Market Risk	15
Item 4 - Controls and Procedures	16
PART II - Other Information (Items 1-6)	17

Zinco Do Brasil, Inc.

(Formerly TurkPower Corporation)

Consolidated Balance Sheets

Unaudited

	February 28, 2013			May 31, 2012
	August 31, 2013			May 31, 2013
ASSETS
Current assets:
Cash	$	~~906~~18,208		$	~~299,298~~687
Total current assets		~~906~~18,208			~~299,298~~687
Other assets:
Deposit on acquisition of Zinco do Brasil Mineracao Ltda.		200,600			-
Deposit on acquisition of Zinco do Brasil, Inc.		210,320			210,320
TOTAL ASSETS	$	~~201~~228,~~506~~528		$	~~299~~211,~~298~~007
LIABILITIES AND EQUITY (DEFICIT)
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	~~162~~1,~~013~~286,741		$	~~150~~1,~~349~~515,857
Accrued interest		~~596~~1,~~935~~178,190			~~896~~940,~~417~~089
Related party payable		484,~~007~~355			~~140~~35,~~507~~841
Derivative liabilities		~~311~~319,~~800~~888			~~508~~499,~~819~~646
Convertible debt - related party, net of unamortized discount of $984 and $0 as of February 28, 2013 and May 31, 2012, respectively		31,016			393,159
Short-term debt		793,740			735,329
Convertible debt, net of unamortized discount of $23,704 and $267,718 as of February 28, 2013 and May 31, 2012, respectively		1,831,296			3,782,282
Convertible debt - related party, net of unamortized discount of $- and $492 as of August 31, 2013 and May 31, 2013, respectively		32,000			31,508
Liabilities of discontinued operations		2,450,877			2,168,047
Convertible debt, net of unamortized discount of $860 and $51,156 as of August 31, 2013 and May 31, 2013, respectively		1,244,140			1,173,844
Total current liabilities		54,~~431~~859,~~944~~054			84,~~039~~932,~~580~~114
Total liabilities		54,~~431~~859,~~944~~054			84,~~039~~932,~~580~~114
Stockholders' Deficit:
Series A Preferred stock: $0.0001 par value; 1,000 shares authorized; 0 and 240 shares issued and outstanding as of February 28, 2013 and May 31, 2012, respectively		-			-
Series A Preferred stock: $0.0001 par value; 1,000 shares authorized; 0 shares issued and outstanding		-			-
Series B Preferred stock: $0.0001 par value; 1,000 shares authorized; 0 shares issued and outstanding as of February 28, 2013 and May 31, 2012, respectively		-			-
Series B Preferred stock: $0.0001 par value; 1,000 shares authorized; 0 shares issued and outstanding		-			-
Series C Preferred stock: $0.001 par value; 1,100,000 shares authorized; 1,074,999 and 0 shares issued and outstanding as of February 28, 2013 and May 31, 2012, respectively		1,075			-
Series C Preferred stock: $0.001 par value; 1,100,000 shares authorized; 1,074,999 shares issued and outstanding		1,075			1,075
Series D Preferred Stock: $0.001 par value; 1,200,000 shares authorized; 50,000 and 0 shares issued and outstanding as of February 28, 2013 and May 31, 2012, respectively		50
Series D Preferred Stock: $0.001 par value; 1,200,000 shares authorized; 195,000 and 150,000 shares issued and outstanding as of August 31, 2013 and May 31, 2013, respectively		195			150
Common stock: $0.0001 par value; 300,000,000 shares authorized; 21,192,918 and 10,050,028 shares issued and outstanding as of February 28, 2013 and May 31, 2012, respectively		2,119			1,005
Common stock: $0.0001 par value; 300,000,000 shares authorized; 23,563,850 shares issued and outstanding		2,356			2,356
Additional paid-in capital		3842,~~838~~054,~~427~~854			3041,~~517~~678,~~144~~431
Accumulated other comprehensive income		~~135~~212,~~474~~324			~~177~~212,~~819~~324
Accumulated deficit		(4446,~~174~~868,~~724~~471	)		(3846,~~403~~582,~~391~~584	)
Total stockholders' equity (deficit) of Zinco Do Brasil, Inc.		(5,197,579	)		(7,707,423	)
Total stockholders' deficit of Zinco Do Brasil, Inc.		(4,597,667	)		(4,688,248	)
Non-controlling interest		(32,859	)		(32,859	)
Total equity		(54,~~230~~630,~~438~~526	)		(74,~~740~~721,~~282~~107	)
TOTAL LIABILITIES AND EQUITY (DEFICIT)	$	201,506		$	299,298
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	228,528		$	211,007

See accompanying notes to the unaudited consolidated financial statements.

Zinco Do Brasil, Inc.

~~(Formerly~~Consolidated ~~TurkPower~~Statement ~~Corporation)~~of Operations and Comprehensive Loss

Consolidated Statements of Operations and Comprehensive Loss

Unaudited

	Three Months Ended						Nine Months Ended
	Three months ended August 31,
	February 28, 2013			February 29, 2012			February 28, 2013			February 29, 2012
	2013			2012
Professional fees	$	~~130~~85,~~971~~453		$	~~115~~58,~~302~~404			~~302,385~~			~~594,854~~
Selling, general and administrative expenses		~~523~~230,~~173~~959			~~147~~509,~~756~~581			~~1,251,984~~			~~1,034,215~~
Total operating expenses		~~654~~316,~~144~~412			~~263~~567,~~058~~985			~~1,554,369~~			~~1,629,069~~
Loss from operations		(~~654~~316,~~144~~412	)		(~~263~~567,~~058~~985	)		~~(1,554,369~~	)		~~(1,629,069~~	)
Other (income) expense:
Derivatives (gain) loss		96,447			(17,354	)		(295,045	)		36,996
Derivatives gain		(274,919	)		(395,200	)
Interest expense		~~165~~235,~~062~~534			~~635~~467,~~394~~221			~~914,778~~			~~1,601,941~~
Loss on extinguishment of debt		800,000			751,843			1,431,476			751,843
Loss on foreign currency transactions		8,860			-
Debt conversion expense		67,839			-			1,925,271			-
Loss on extinguishment of debt		-			631,476
Total other expense		1,129,348			1,369,883			3,976,480			2,390,780
Debt conversion expense		-			966,747
Loss from continuing operations		(1,783,492	)		(1,632,941	)		(5,530,849	)		(4,019,849	)
Total other (income) expense		(30,525	)		1,670,244
Loss from discontinued operations		(78,907	)		(12,025,723	)		(240,484	)		(15,306,066	)
Net loss	$	(285,887	)	$	(2,238,229	)
Net loss	$	(1,862,399	)	$	(13,658,664	)	$	(5,771,333	)	$	(19,325,915	)
Deemed dividend related to incremental beneficial conversion feature on preferred stock		(95,195	)		-
Net loss attributable to non-controlling interest		-			(23,879	)		-			(29,879	)
Preferred dividends		(52,849	)		-
Net loss attributable to Zinco Do Brasil, Inc.	$	(1,862,399	)	$	(13,634,785	)	$	(5,771,333	)	$	(19,296,036	)
Net loss attributable to common stockholders	$	(433,931	)	$	(2,238,229	)
Basic and diluted loss per common share:
Basic and diluted net loss per common share	$	(0.02	)	$	(0.18	)
Loss from continuing operations	$	(0.09	)	$	(0.17	)	$	(0.32	)	$	(0.45	)
Weighted average number of common shares outstanding - basic and diluted		23,563,850			12,301,385
Loss from discontinued operations	$	(0.00	)	$	(1.25	)	$	(0.01	)	$	(1.71	)
Comprehensive loss
Net loss per share	$	(0.09	)	$	(1.42	)	$	(0.33	)	$	(2.16	)
Net loss	$	(285,887	)	$	(2,238,229	)
Weighted average number of common shares outstanding - basic and diluted		20,975,776			9,577,315			17,395,003			8,936,684
Foreign currency translation adjustments		-			(17,552	)
Comprehensive loss
Total comprehensive loss	$	(285,887	)	$	(2,255,781	)
Net loss	$	(1,862,399	)	$	(13,658,664	)	$	(5,771,333	)	$	(19,325,915	)
Foreign currency translation adjustments		20,459			-			(42,345	)		-
Total comprehensive loss		(1,841,940	)		(13,658,664	)		(5,813,678	)		(19,325,915	)
Comprehensive loss attributable to non-controlling interests		-			(23,879	)		-			(29,879	)
Comprehensive net loss attributable to Zinco Do Brasil, Inc.	$	(1,841,940	)	$	(16,634,785	)	$	(5,813,678	)	$	(19,296,036	)

See accompanying notes to the unaudited consolidated financial statements.

Zinco Do Brasil, Inc.

~~(Formerly~~Consolidated ~~TurkPower~~Statement ~~Corporation)~~of Stockholders' Deficit

~~Consolidated~~For ~~Statement~~the ofthree ~~Stockholders’~~months ended ~~Equity~~August ~~(Deficit)~~31, 2013

For the nine months ended February 28, 2013

Unaudited

	Series A Preferred Stock					Series C Preferred Stock				Series D Preferred Stock				Common Stock				Additional Paid-in			Other Comprehensive			Accumulated			Non- Controlling			Total
	Preferred Stock Series A					Preferred Stock Series C				Preferred Stock Series D				Common Stock				Additional Paid-in			Accumulated Other Comprehensive			Accumulated			Non- Controlling			Total Stockholders' Equity
	Shares			~~Par Value~~Amount		Shares		~~Par Value~~Amount		Shares		~~Par Value~~Amount		Shares		~~Par Value~~Amount		Capital			Income			Deficit			Interest			(Deficit)
Balance, May 31, 2012		240		$	-		-		-		-				10,050,028	$	1,005	$	30,517,144		$	177,819		$	(38,403,391	)	$	(32,859	)	$(7,740,282)
Balance, May 31, 2013		-			-		1,074,999	$	1,075		150,000	$	150		23,563,850	$	2,356	$	41,678,431		$	212,324		$	(46,582,584	)	$	(32,859	)	$	(4,721,107	)
Stock issued in conversion and extinguishment of debt		-			-		-		-		-				3,144,687		314		6,873,463			-			-			-		6,873,777
Issuance of Series D convertible preferred stock for cash		-			-		-		-		45,000		45		-		-		354,794			-			-			-			354,839
Issuance of common stock with convertible debt		-			-		-		-		-				2,133		-		1,953			-			-			-		1,953
Stock-based compensation -warrants		-			-		-		-		-		-		-		-		21,629			-			-			-			21,629
Issuance of Series D convertible preferred stock for cash											50,000		50						412,710											412,760
Preferred Dividends		-			-		-		-		-		-		-		-		-			-			-			-			-
Stock-based compensation		-			-		-		-		-				309,024		31		702,133			-			-			-		702,164
Deemed dividends on preferred stock due to beneficial conversion feature		-			-		-		-		-		-		-		-		-			-			-			-			-
Stock-based compensation -warrants																			43,260											43,260
Net loss		-			-		-		-		-		-		-		-		-			-			(285,887	)		-			(285,887	)
Stock issued to settle accounts payable and accrued expenses		-			-		-		-		-				60,379		6		68,050			-			-			-		68,056
		-		$	-		1,074,999	$	1,075		195,000	$	195		23,563,850	$	2,356	$	42,054,854		$	212,324		$	(46,868,471	)	$	(32,859	)	$	(4,630,526	)
Conversion of Series A Preferred Shares to common stock		(240	)		-		-		-		-				4,160,000		416		(416	)		-			-			-		-
Stock issued as a deposit on acquisition of Zinco do Brasil		-			-		1,074,999		1,075						3,466,667		347		199,178			-			-			-		200,600
Debt discount related to beneficial conversion feature																			20,952											20,952
Foreign currency translation adjustments		-			-		-		-		-				-		-		-			(42,345	)		-			-		(42,345)
Net loss		-			-		-		-		-				-		-		-			-			(5,771,333	)		-		(5,771,333)
Balance, February 28, 2013		-			-		-		-		-				-		-		-			-			-			-		-
		-		$	-		1,074,999	$	1,075		50,000		50		21,192,918	$	2,119	$	38,838,427		$	135,474		$	(44,174,724	)	$	(32,859	)	$(5,230,438

See accompanying notes to the unaudited consolidated financial statements.

Zinco Do Brasil, Inc.

(Formerly TurkPower Corporation)

Consolidated Statements of Cash Flows

Unaudited

	Nine Months Ended
	Three months ended
	February 28,			February 29,
	August 31,			August 31,
	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(5285,~~771,333~~887	)	$	(192,~~325~~238,~~915~~229	)
Less: Loss from discontinued operations		240,484			15,306,066
Adjustments to reconcile net loss to net cash used in operating activities:
(Gain) loss on derivatives		(295,045	)		36,996
Gain on derivatives		(274,919	)		(395,200	)
Stock-based compensation		~~745~~21,~~424~~629			6239,~~668~~084
Amortization of deferred financing costs		-			759,688
Amortization of debt discount		52,788			156,826
Amortization of debt discount		276,720			1,197,496
Loss on debt extinguishment		-			631,476
Loss on debt extinguishment		1,431,476			751,843
Loss on foreign currency transactions		8,860			-
Gain on settlement of accrued expenses		~~(24,583~~-	)		-(24,583	)
Debt conversion expense		~~1,925,271~~-			-966,747
Changes in operating assets and liabilities:
Prepaid expenses and advances		-			10,000
Accounts payable and accrued expenses		56,536			401,066
Accounts payable and accrued expenses		653,694			640,804
NET CASH USED IN OPERATIONS		(420,993	)		(262,813	)
Cash used in continuing operations		(817,892	)		(616,354	)
Cash used in discontinued operations		-			(114,752	)
NET CASH USED IN OPERATIONS		(817,892	)		(731,106	)
CASH FLOWS FROM INVESTING ACTIVITIES
Loan receivable					(400,000	)
Cash used in discontinued operations		-			(920,247	)
CASH USED IN INVESTING ACTIVITIES		-			(1,320,247	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of Series D convertible preferred stock		~~500~~450,000			-
Proceeds from issuance of convertible debt		8020,000			~~2,135,000~~-
Proceeds from issuance of convertible debt - related party		~~32,000~~-			32,000
Payments on convertible debt - related party		-			(50,000	)
Advances from related parties		15,445			35,100
Payment of deferred financing costs		-			(20,000	)
Payments on advances from related parties		(46,931	)		(103,500	)
Advances from related parties		67,600			-
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		438,514			(36,400	)
Payments on advances from related parties		(160,100	)		-
NET CHANGE IN CASH AND CASH EQUIVALENTS		17,521			(299,213	)
Proceeds from sale of common stock		-			70,000
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		687			299,298
CASH PROVIDED BY FINANCING ACTIVITIES		519,500			2,135,000
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	18,208		$	85
EFFECT OF EXCHANGE RATES ON CASH		-			(25,001	)
NET CHANGE IN CASH AND CASH EQUIVALENTS		(298,392	)		58,646
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		299,298			217,312
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	906		$	275,958
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the period for:
Income taxes	$	-		$	-
Interest	$	5512,~~671~~884		$	~~7,612~~-
NONCASH INVESTING AND FINANCING ACTIVITIES
Debt discount due to common stock issued with debt and beneficial conversion feature	$	~~22,905~~-		$	~~849~~1,~~729~~953
Debt discount due to derivative liabilities issued with convertible debt	$	10,786		$	176,983
Derivative liabilities due to warrants issued with Series D Preferred Stock	$	95,161		$	-
Common stock issued to settle accrued expenses	$	~~68,056~~-		$	-37,917
Conversion of convertible debt and accrued interest to equity	$	~~3,517,030~~-		$	~~119~~2,~~845~~013,096
Interest converted to debt principal	$	~~25,000~~-		$	-25,000
Conversion of Series A Preferred Stock to common stock	$	~~416~~-		$	-6,240
Fair value of common stock issued as a deposit to Sellers of Zinco do Brasil Mineracao Ltda.	$	200,600		$	-
Fair value of common stock issued to Sellers of the Mining Company	$	-		$	11,225,000
Fair value of warrants issued to Sellers of the Mining Company	$	-		$	587,173

See accompanying notes to the unaudited consolidated financial statements.

Zinco Do Brasil, Inc.

(Formerly TurkPower Corporation)

Notes to Consolidated Financial Statements

~~February~~August 2831, 2013

(Unaudited)

NOTE 1 –- ORGANIZATION AND OPERATIONS

Zinco Do Brasil, Inc. (formerly TurkPower Corporation) (the “Company”) was incorporated in ~~the State of~~ Delaware on November 4, 2004 as Global Ink Supply Company and was organized for the purpose of developing e-commerce website to sell ink printer cartridges and toner. On September 28, 2012, ~~an amendment was filed~~we ~~with and approved by the Secretary of State of Delaware to~~ (i) ~~change~~changed ~~the~~our name ~~of the Company~~ to Zinco do Brasil, Inc., (ii) ~~effect~~ effected a reverse split on a 1:15 basis and (iii) ~~increase~~increased the number of our ~~the Company’s~~ authorized shares of capital stock from 310,000,000 shares to 810,000,000 of which 800,000,000 shares are common stock with a par value $0.0001 per share and 10,000,000 shares are preferred stock with a par value $0.0001 per share. ~~The amended Articles of Incorporation were approved by the State of Delaware effective September 28, 2012.~~

~~The~~On ~~reverse~~August ~~split~~14, ~~does~~2012, ~~not~~the ~~affect~~Company entered into a Binding Agreement (the ~~number of~~“Agreement”) ~~common~~with ~~shares~~Ouro ~~authorized~~do ~~for~~Brasil ~~issuance~~Holdings Ltd. ~~All~~ ~~share~~(“OBH”) and ~~per~~IMS ~~share~~Engenharia Mineral ~~information~~Ltda. ~~has~~(“IMS”) ~~been~~for ~~retroactively~~the ~~adjusted~~proposed toacquisition ~~reflect~~ of 99.9% (the ~~reverse~~“Transaction”) of the capital stock ~~split~~of Zinco indo Brasil Mineracao Ltda., a company to be formed under the ~~financial~~laws ~~statements~~of Brazil (“ZBM”), which will be owned by OBH and inIMS. Pursuant to the ~~notes~~Agreement, tothe ~~financial~~Company ~~statements~~will acquire 99.9% of the total capitalization of ZBM in exchange for ~~all~~(i) ~~periods~~7,166,667 newly ~~presented~~issued shares of the Company’s restricted common stock, par value $0.001 per share (the “Common Stock”), to ~~reflect~~OBH (the “OBH Shares”) and (ii) 1,075,000 shares of a newly-created Series C Preferred Stock, par value $0.0001 per share, to IMS (the ~~reverse~~ ~~stock~~“IMS ~~split~~Shares”). asAt ifthe itclosing ~~occurred~~of atthe ~~beginning~~Transaction (the “Closing”) all officers, directors and shareholders holding 10% or more of the ~~comparable~~Company’s ~~year~~Common Stock shall enter into lock-up agreements.

~~NOTE~~The 2Company –issued ~~SUMMARY~~4,711,714 OFof ~~SIGNIFICANT~~the ~~ACCOUNTING~~OBH Shares ~~POLICIES~~to OBH and the IMS Shares to IMS. The balance of the respective shares will be issued to OBH at the Closing pursuant to a Final Transaction Agreement (“Transaction Agreement”) to be executed by the parties upon the formation of ZBM. The Transaction Agreement will contain customary terms, conditions, and covenants for a transaction of this nature.

In connection with the Transaction, the Company will convert an aggregate of approximately $5,000,000 of outstanding debt into approximately 3,333,333 shares of the Company’s Common Stock. In addition, following the closing of the proposed transaction, the Company shall consummate a private placement offering of $300,000 secured convertible notes and, within six months of closing the proposed transaction, the Company must: (i) raise up to $6,000,000 or such amount necessary to satisfy payment to Vale S.A. to complete the acquisition of the zinc mine; and (ii) raise $17,000,000 on or before the anniversary of the closing for working capital and general corporate purposes (collectively, the “Financing Conditions”). If the Financing Conditions are not met, IMS shall have the right of rescission provided that IMS has not converted any of its IMS Shares into Common Stock.

The Agreement has been extended on multiple occasions in part, as a result of the substantial, partial performance made by the Company in its efforts to complete the acquisition, including the delivery of 4,711,714 shares of common stock and 1,074,999 shares of Series C Preferred Stock, as well as the conversion of an aggregate of $4,343,364 of convertible debt and related accrued interest into shares of common stock at $1.50 per share. The Company continues to devote all its efforts and operations toward the preparation of engaging in mining operations upon consummation of the transaction.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying interim consolidated financial statements as of and for the three ~~and nine~~ months ended ~~February~~August 2831, 2013 and 2012 are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America for interim ~~financial~~ financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations realized during an interim period are not necessarily indicative of results to be expected for a full year. These financial statements should be read in conjunction with the information filed with the SEC as part of the Company’s Annual Report on Form 10-K/A, which was filed on September 1820, ~~2012~~2013.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of its wholly owned US subsidiary, TurkPower USA Corporation and its foreign subsidiary, Turkpower Enerji San. Ve Tic. A.S., of which the Company has a 99.8% controlling interest. All significant intercompany balances and transactions have been eliminated in the consolidation.

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Discontinued Operations

In accordance with Accounting Standards Codification (ASC) 205-20, Presentation of Financial Statements-Discontinued Operations, we reported the results of our Turkey operations as a discontinued operation. This is discussed in Note 4 “Discontinued Operations”.

Fair value of financial instruments

The carrying value of cash and cash equivalents, ~~receivables,~~ accounts payable and accrued expenses, and debt approximate their fair values because of the short-term nature of these instruments. Management believes the Company is not exposed to significant interest or credit risks arising from these financial instruments.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable.

●	Level 1 —-	Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets.
●	Level 2 —-	Quoted prices for similar assets and liabilities in active markets; quoted prices included for identical or similar assets and liabilities that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. These are typically obtained from readily-available pricing sources for comparable instruments.
●	Level 3 —-	Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity’s own beliefs about the assumptions that market participants would use in pricing the asset or liability, based on the best information available in the circumstances.

The following table presents the derivative financial instruments, the Company’s only financial liabilities measured and recorded at fair value on the Company’s consolidated balance sheets on a recurring basis, and their level within the fair value hierarchy as of ~~February~~August 2831, 2013:

Amount

Level 1

Level 2

Level 3

Embedded conversion derivative liability

7614,~~965~~182

Warrant derivative liabilities

~~234~~305,~~835~~706

Total

~~311~~319,~~800~~888

Amount

Level 1

Level 2

Level 3

Embedded conversion derivative liability

~~159~~67,~~000~~004

Warrant derivative liabilities

~~349~~432,~~819~~642

Total

~~508~~499,~~819~~646

The following table provides a summary of the changes in fair value, including net transfers in and/or out, of the derivative financial instruments, measured at fair value on a recurring basis using significant unobservable inputs:

Balance at May 31, 2012	$	508,819
Balance at May 31, 2013	$	499,646
Fair value of warrant derivative liabilities at issuance		9895,~~026~~161
Unrealized derivative gains included in other expense		(~~295~~274,~~045~~919	)
Balance at February 28, 2013	$	311,800
Balance at August 31, 2013	$	319,888

The fair value of the derivative liabilities are calculated at the time of issuance and the Company records a derivative liability for the calculated value. Changes in the fair value of the derivative liabilities are recorded in other income (expense) in the consolidated statements of operations and comprehensive loss.

Beginning December 1, 2012, the Company used the Lattice model to value derivative instruments issued subsequent to November 30, 2012. The change is considered a change in estimate and is applied prospectively. For warrants issued prior to December 1, 2012, the Company continues to use the Black Scholes model.

As of February 28, 2013, there were a total of 565,000 warrants outstanding, of which 473,333 were valued using Black Scholes and 91,667 were valued using the Lattice model.

As of August 31, 2013, there were a total of 496,670 derivative warrants outstanding, of which 146,667 were valued using Black Scholes and 350,003 were valued using the Lattice model.

The following are the assumptions used for derivative instruments valued using the Black Scholes option pricing model:

		February 28, 2013			May 31, 2012
		August 31, 2013				May 31, 2013
Market value of stock on measurement date	$	~~1.65~~$	1.27	$	~~0.16~~	$	1.80
Risk-free interest rate	$	~~0.09 – 0.13~~	%0.02 - 0.03	$%	~~0.03 – 0.18~~	%	0.04	%
Dividend yield		0	%0	%	0	%	0	%
Volatility factor		~~132 – 161~~	%27 - 74	%	~~152 – 179~~	%	49 - 50	%
Term		~~0. 17 – 0.51 year~~	0.00 - 0.17 year	~~0.06 – 1.25 years~~			0.25 - 0.31 year

The following are the assumptions used for derivative instruments valued using the Lattice model:

	Initial Valuations			~~February~~August 2831, 2013
Market value of common stock on measurement date	$	$1.2748-$1.6067		$	1.6527
Adjusted exercise price	$	$1.6199-$2.5025		$	$1.6199-$2.50
Risk free interest rate		0. 3660-0.4066	%		0.3659-0.79	%
Warrant lives in years		3			2.8332-2.82
Expected volatility		~~167~~158-~~169~~159	%		~~167~~140-144	%
Expected dividend yields		0	%		0	%
Offering price range	$	$1.4932-2.7251		$	$1.4904-2.7251

The Company has considered the provisions of ASC 480, Distinguishing Liabilities from Equity, as the conversion feature embedded in each debenture could result in the note principal being converted to a variable number of the Company’s common shares.

Reclassification

Certain accounts in the prior period were reclassified to conform with the current period financial statements presentation.

~~Recently~~NOTE 3 ~~issued accounting~~- ~~pronouncements~~GOING CONCERN

~~Management~~As ~~does not~~shown ~~believe~~in ~~that~~the ~~any~~accompanying ~~recently~~consolidated financial ~~issued~~statements, ~~but~~the ~~not~~Company ~~yet~~had ~~effective~~a ~~accounting~~net ~~pronouncements~~loss of $285,887 iffor ~~adopted~~the three months ended August 31, ~~would~~2013 ~~have~~and had a ~~material~~working ~~effect~~capital ondeficit as of August 31, 2013 of $4,840,846. These conditions raise substantial doubt about the ~~accompanying~~Company’s ~~consolidated~~ability ~~financial~~to ~~statements~~continue as a going concern.

NOTE 3 – GOING CONCERN

As shown in the accompanying consolidated financial statements, the Company had a net loss of $5,771,333 for the nine months ended February 28, 2013 and had a working capital deficit as of February 28, 2013 of $5,431,038. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The Company intends to raise additional working capital either through debt or equity financing. The consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 4 ~~– DISCONTINUED~~- DEPOSIT ON ACQUISITION OF ZINCO ~~OPERATIONS~~DO BRASIL MINERACAO LTDA.

InOn ~~November~~August ~~2011~~14, 2012, the Company ~~determined~~agreed ~~that~~with itOBH ~~would~~and ~~cease~~IMS ~~all~~for ~~operations~~the inproposed ~~Turkey~~acquisition of ~~and~~99.9% ~~sell~~of ~~its Turkish subsidiary~~ZBM, ~~including~~which ~~its~~will ~~investment~~be owned inby ~~the~~OBH ~~mining~~and ~~company~~IMS. ~~As a~~Pursuant ~~result~~to the agreement, the Company ~~has~~will ~~identified~~acquire ~~the~~99.9% ~~assets~~of ~~and~~ZBM ~~liabilities~~in ofexchange ~~the~~for ~~Turkish~~(i) ~~subsidiary~~7,166,667common asshares to ~~assets~~OBH and ~~liabilities~~(ii) of1,075,000 ~~discontinued operations~~Series atC ~~February~~preferred ~~28,~~shares ~~2013~~to ~~and~~IMS ~~has~~(the ~~segregated~~“IMS ~~its~~Shares”). ~~operating~~The ~~results~~Company ~~and~~also ~~presented~~agreed ~~them~~to ~~separately~~raise as$17 million awhich ~~discontinued~~will ~~operation for~~be ~~all~~used ~~periods~~to ~~presented~~complete the acquisition of the zinc project.

As of the date of this filing, ZBM has not been formed and the transaction has not been completed, although some of the shares have been issued. As of August 31, 2013, 1,074,999 Series C preferred shares and 4,711,714 common shares have been issued. The fair value of OBH shares and IMS shares issued as of May 31, 2013 of $210,320 has been recorded as a deposit on the acquisition. Since the above transaction has not yet closed and given that the Company has no existing operations, the fair value of the shares issued were based on the enterprise value done by a valuation expert.

In the event that the acquisition is not consummated, IMS shall have the right to rescind the agreement and the obligations of both parties shall be terminated and the contemplated transaction is voided as if the agreement was never entered into.

On February 13, 2013, Zinco, OBH and IMS entered into a modification of the agreement, dated August 14, 2012, to extend the date by which Zinco is required to raise $6,000,000 or such amount necessary to complete the acquisition of the zinc mine, until June 14, 2013. On June 14, 2013, the agreement was further extended to September 14, 2013. The Company is currently working on a further extension of the agreement.

ANOTE ~~summarized~~5 ~~operating~~- ~~result~~SHORT ~~for~~TERM ~~discontinued operations is as follows:~~DEBT

	Nine months ended
	February 28, 2013			February 29, 2012
Revenues	$	-		$	9,988
Professional fees, selling, general and administrative expenses		-			(1,057,907	)
Impairment in Investment in Mining Company		-			(13,859,231	)
Total operating expenses		-			(14,917,138	)
Loss from operations		-			(14,907,150	)
Other income (expense)		-
Interest expense, net		(240,484	)		(252,063	)
Gain on extinguishment of debt		-			115,930
Foreign currency loss		-			(262,783	)
Total other expense		(240,484	)		(398,916	)
Loss from discontinued operations	$	(240,484	)	$	(15,306,066	)

As of August 31, 2013 and May 31, 2013, the Company owes $793,740 and $735,329, respectively, to an unrelated party. The loan is unsecured, bears annual interest at 25.0% and matured on December 15, 2011. While delinquent, the Company is required to pay 2.5% interest per month on the principal balance to the lender. As of August 31, 2013 and May 31, 2013, accrued interest related to this note is $759,816 and $370,042, respectively. The Company recorded interest expense of $104,312 and $72,800 for the three months ended August 31, 2013 and 2012. As of August 31, 2013, this loan is in default.

~~The~~NOTE 6 ~~decline~~- inCONVERTIBLE activity in the current period is due to the Company ceasing its operations in Turkey. The losses from discontinued operations above do not include any income tax effect as the Company was not in a taxable position due to its continued losses and a full valuation allowance.DEBT

~~Summary~~Convertible ofdebt ~~liabilities~~consisted of ~~discontinued operations~~the ~~is as follows~~following:

	February 28, 2013			May 31, 2012
	August 31, 2013			May 31, 2013
Accounts payable and accrued expenses	$	1,228,678		$	1,205,173
Six-month secured convertible debentures	$	275,000		$	275,000
Accrued interest		461,186			216,420
One-year term debentures		832,000			832,000
Short-term debt, net		761,013			746,454
180-day promissory notes		150,000			150,000
Total current liabilities of discontinued operations	$	2,450,877		$	2,168,047
60-day promissory notes		20,000			-
	$	1,277,000			1,257,000
Less - Debt discount		(860	)		(51,648	)
	$	1,276,140		$	1,208,352
Convertible debt – related party	$	32,000		$	31,508
Convertible debt – third party		1,244,140			1,173,844
	$	1,276,140		$	1,205,352

~~Short~~During the three months ended August 31, 2013, the Company issued a 60-~~term~~day promissory note to a third party investor for $20,000. This note matured on August 6, 2013, and carries interest at a rate of 8% per annum and a 10% debt ~~included~~discount inof ~~Liabilities~~$2,000 due on its maturity date. As of ~~Discontinued~~August 31, 2013, this ~~Operations~~note and 180-day promissory notes totaling to $100,000 are currently in default.

As of ~~February 28,~~August ~~2013 and May~~ 31, ~~2012~~2013, the ~~Company~~balance ~~owes~~of ~~$761,013~~all ~~and~~convertible debentures was $~~746~~1,~~454 and~~277,000 ~~respectively,~~(including torelated ~~an unrelated~~ party. ~~These~~debentures ~~amounts~~totaling ~~are included in liabilities of discontinued operations. The loan is unsecured~~$32, ~~bears annual interest at 25.0% and matured on December 15, 2011.~~000) ~~While~~which ~~delinquent,~~includes ~~the~~convertible ~~Turkish~~debentures ~~subsidiary~~that isare ~~required~~currently toin ~~pay~~default ~~2.5%~~amounting ~~interest per month on the principal balance~~ to ~~the lender. As of February 28, 2013 and May 31, 2012, accrued interest related to this note, included in liabilities of discontinued operations, is~~ $~~461~~1,~~186 and $216~~027,~~420~~000, ~~respectively. The Company recorded interest expense~~ of ~~$240,484~~which ~~and~~ $~~252~~732,~~063~~000 ~~for~~carries ~~the~~a ~~nine months ended~~default ~~February~~interest ~~28,~~rate ~~2013~~ranging ~~and~~from ~~2012,~~20% ~~and~~to ~~$78,907 and $58,939 for the three months ended February 28, 2013 and 2012~~24%. ~~As of February 28, 2013, this loan is in default.~~

~~NOTE~~For 5the –three ~~DEPOSIT~~months ONended ~~ACQUISITION~~August OF31, ~~ZINCO~~2013 DOand ~~BRASIL~~2012, ~~MINERACAO~~debt ~~LTDA~~discount amortization recorded to interest amounted to $52,788 and $156,826, respectively.

On August 14, 2012, the Company agreed with Ouro do Brasil Holdings Ltd. (“OBH”) and IMS Engenharia Mineral Ltda. (“IMS”) for the proposed acquisition of 99.9% of Zinco do Brasil Mineracao Ltda., a company to be formed under the laws of Brazil (“ZBM”), which will be owned by OBH and IMS. Pursuant to the agreement, the Company will acquire 99.9% of ZBM in exchange for (i) NOTE 7~~,166,667~~ ~~common~~- ~~shares~~STOCKHOLDERS’ ~~to OBH and (ii) 1,075,000 Series C preferred shares to IMS (the “IMS Shares”). The Company also agreed to raise $17 million which will be used to complete the acquisition of the zinc project.~~EQUITY

AsThe ofCompany ~~the~~had ~~date of this filing, ZBM has not been formed and~~ the ~~transaction~~following ~~has~~equity ~~not~~transactions ~~been~~during ~~completed, although some of~~ the ~~shares have been issued. The fair value~~ ofthree ~~OBH~~months ~~shares~~ended ~~and~~August ~~IMS shares issued as of February 28~~31, 2013 of $200,600 has been recorded as a deposit on the acquisition (see Note 7). In the event that the acquisition is not consummated, IMS shall have the right to rescind the agreement and the obligations of both parties shall be terminated and the contemplated transaction is voided as if the agreement was never entered into.:

The Company received subscriptions from non-related parties of $450,000 for 45,000 shares of the Company’s Series D Convertible Preferred Stock plus warrants to purchase an additional 75,001 common shares at an exercise price of $2.25 per share and a term of three years. The conversion feature of the Preferred Stock was evaluated and it was determined that a beneficial conversion feature exists. The Company recorded $95,195 as a deemed dividend. As the Company had a negative retained earnings balance at the date of issuance, the dividends were accounted for as a debit and credit to additional paid-in capital.

During the three months ended August 31, 2013, the Company accrued dividends of $52,849 due on Series D Convertible Preferred Stock. As of August 31, 2013, cumulative dividends due on Series D Convertible Preferred Stock totaled $94,438.

NOTE 8 - STOCK OPTIONS AND WARRANTS

Stock option activity for three months ended August 31, 2013 is presented in the table below:

	Number of Shares		Weighted- average Exercise Price		Weighted- average Remaining Contractual Term (years)		Aggregate Intrinsic Value
Outstanding at May 31, 2013		829,445	$	5.25		4.16	$	-
Granted		-	$	-		-	$	-
Forfeited		-	$	-		-	$	-
Outstanding at August 31, 2013		829,445	$	5.25		3.91	$	-
Exercisable at August 31 , 2013		462,778	$	5.25		0.66	$	-

~~NOTE~~As 6of –August ~~CONVERTIBLE~~31, ~~DEBT~~2013, there was approximately $1,200,180 of total unrecognized compensation cost related to non-vested stock options which is expected to be substantially recognized when certain performance conditions are met or when there is a change of control.

Six-Month Secured Convertible Debenture issued with warrants

On August 22, 2011, the Company issued a $250,000 secured convertible debenture to a third party together with 75,757 common shares and warrants to purchase 73,333 shares of common stock with a term of one (1) year and an exercise price $3.75 per share. The secured debenture was due on the earlier of 1) six months (February 22, 2012) or 2) upon the Company’s receipt of $500,000 of debt or equity proceeds and, together with any unpaid interest, are convertible into common shares at a conversion rate of $3.75 per share. On February 29, 2012, the Company and the noteholder agreed to extend the maturity date of the secured debenture to June 22, 2012. Further, the 73,333 warrants issued in connection with the secured debenture were modified by (i) extending its expiration date for another twelve months to September 1, 2013 (ii) lowering the exercise price from $3.75 to $1.91 per warrant share and (iii) increasing the number of common shares exercisable from 73,333 shares to 146,667 shares.

On July 21, 2012 the Company entered into an agreement with the holder to extend the maturity date of the secured debenture to November 1, 2012 and to convert $25,000 of accrued interest to principal. Under the terms of the new agreement, the conversion price of the debt was changed from $3.75 per share to $1.5 per share. Additionally, the 146,667 1-year warrants issued in connection with the secured debenture were modified, lowering the exercise price from $1.914 to $1.5 per share and the holder was issued an additional 533,333 shares of common stock, valued at $623,200.

On January 22, 2013, the Company entered into an agreement with the holder to further extend the maturity date of the secured debenture to May 1, 2013 and to pay $175,000 of principal and all accrued interest on or before February 28, 2013. In addition, the company agreed to issue 266,667 common stock shares valued at $800,000.

The Company evaluated the modification and determined that it was substantial and was therefore accounted for as an extinguishment of debt. Consequently, the fair value of the 800,000 common shares of $1,423,200 and the incremental fair value of the modified warrants of $8,276 was recorded as loss on debt extinguishment.

As of February 28, 2013, the outstanding balance on the debenture amounted to $275,000 and the principal amount of $175,000 is currently in default.

One Year Term Debentures

Borrowings

During the nine months ended February 28, 2013, the Company borrowed $32,000 by issuing convertible debentures to a related party together with 2,133 common shares. The convertible debentures bear annual interest at 18%, mature in one year and, together with any unpaid interest, are convertible into common shares at a conversion rate of $0.25 per share. The relative fair value of the shares at the time of issuance was $1,953 and was recorded as a debt discount and a corresponding increase in equity. The discount is amortized to interest expense over the terms of the debentures using the effective interest method.

The convertible debenture was analyzed for a beneficial conversion feature at which time it was concluded that no beneficial conversion feature exists. The Company also analyzed the convertible debentures for derivative accounting consideration and determined that derivative accounting does not apply to these instruments.

Conversions

During the nine months ended February 28, 2013 the Company converted $2,693,159 of convertible debt and accrued interest of $823,871 into 2,344,687 common shares. In order to induce conversion, the conversion price on these debentures was modified from $3.75 per share to $1.50 per share. The Company accounted for the conversion as induced conversion under the guidance of FASB ASC 470-20. Consequently, the Company recognized a debt conversion expense of $1,925,271 which is equivalent to the fair value of the incremental shares issued as a result of the reduction in the conversion price.

As of February 28, 2013, the balance of all convertible debentures was $1,807,000 (including related party debentures totaling $32,000) which includes convertible debentures that are currently in default and subjected to a default interest of 20% amounting to $1,500,000.

180-Day Convertible Promissory Notes

During the three months ended February 28, 2012, the Company issued two 180-day convertible promissory Notes (“180-day notes) to third party investors for $50,000, all with maturity dates ending August 20, 2013. The 180-day notes are convertible into common shares at the conversion price of $1.50 per share, carry interest rates of 18% per annum and a 10% debt discount due on maturity date. In conjunction with the 180-day notes, the Company also issued a total of 8,334 warrants with a fair value of $10,786 on the issuance date. The warrants were determined to be a derivative due to the reset provision in their exercise prices and the related fair value was recognized as a debt discount with a corresponding credit to derivative liability.

The 180-day notes were analyzed for a beneficial conversion feature and concluded that beneficial conversion feature exists amounting to $12,952 which was also recognized as a debt discount and amortized over the term of the notes.

60-Day Promissory Notes

During the three months ended February 28, 2013, the Company issued two 60-day promissory notes (“60-day notes”) to third party investors for $30,000. The 60-day notes mature on April 5, 2013, carry interest rate of 8% per annum and a 10% debt discount due on maturity date.

For the nine months ended February 28, 2013 and 2012, debt discount amortization recorded to interest amounted to $276,720 and $1,197,496, respectively.

NOTE 7 – STOCKHOLDERS’ EQUITY

During the nine months ended February 28, 2013, the Company designated 1,000 shares of its preferred stock as Series B Convertible Preferred Stock with a par value of $0.0001 per share,1,100,000 of its preferred stock as Series C Convertible Preferred Stock with a par value of $0.001 per share and 1,200,000 of its preferred stock as Series D Convertible Preferred with a par value of $0.001.

The Series B and Series C Convertible Preferred Stock are convertible into 6,667 and 7 common shares, respectively.

The Series D Convertible Preferred Stock is convertible into 7 common shares and include 12% cumulative annual dividend payable semiannually on November 30 and May 31. The accrued dividend is also convertible into common shares.

The Company had the following equity transactions during the nine months ended February 28, 2013:

· In August 2012, the Company converted 240 Series A preferred shares into 4,160,000 common shares.

· Convertible debentures totaling $2,693,159 and accrued interest of $823,871 were converted into 2,344,687 common shares (see Note 6).

· 800,000 common shares with a fair value of $1,431,476 were issued in connection with the modification of debt (see Note 6).

· 2,133 common shares with a fair value of $1,953 were issued to a related party in connection with the issuance of a convertible debenture for $32,000 (see Note 6).

· 10,000 common shares with a fair value of $32,999 were issued to a lender as consideration for the waiver in the default of his respective convertible debentures

· 299,024 common shares with a fair value of $496,416 were issued for services

· 60,379 common shares with a fair value of $68,056 were issued as settlement of accounts payable and accrued director’s fees

· 1,074,999 Series C Convertible Preferred shares with a fair value of $137,587 and 3,466,667 common shares with a fair value of $63,013 were issued as a deposit on the acquisition of ZBM.

· In December 2012, the Company accepted subscriptions in the aggregate of $500,000 for 50,000 shares of the Company’s Series D Convertible Preferred shares plus warrants to purchase an additional 83,333 common shares at an exercise price of $2.25 per share and a term of three years.

The Company also recognized stock-based compensation expense of $172,749 equivalent to the vested portion of the 133,333 shares granted to a director of the Company in fiscal year 2011.

NOTE 8 - RELATED PARTY TRANSACTIONS

The Company received non-interest bearing advances from shareholders totaling $67,600 and made repayments of $160,100 during the nine months ended February 28, 2013. As of February 28, 2013, amounts due to these shareholders totaled $48,007.

NOTE 9– STOCK OPTIONS AND WARRANTS

Stock option activity for nine months ended February 28, 2013 is presented in the table below:

	Number of Shares			Weighted- average Exercise Price		Weighted- average Remaining Contractual Term (years)		Aggregate Intrinsic Value
Outstanding at May 31, 2012		1,177,778		$	5.25		6.31	$	-
Granted		-		$	-		-	$	-
Forfeited		(348,333	)	$	5.25		-	$	-
Outstanding at February 28, 2013		829,445		$	5.25		4.41	$	-
Exercisable at February 28, 2013		462,778		$	5.25		1.16	$	-

As of February 28, 2013, there was approximately $1,200,180 of total unrecognized compensation cost related to non-vested stock options which is expected to be substantially recognized when certain performance conditions are met or when there is a change of control.

Warrants

Warrant activity is presented in the table below:

	Number of Shares		Weighted- average Exercise Price		Weighted- average Remaining Contractual Term (years)		Aggregate Intrinsic Value
Outstanding at May 31, 2012		373,333	$	3.15		1.88	$	-
Outstanding at May 31, 2013		758,335	$	3.16		1.84	$	-
Granted		~~191~~75,~~667~~001	$	2.8525		~~2.30~~-	$	-
Outstanding at February 28, 2013		565,000	$	3.46		1.60	$	-
Outstanding at August 31, 2013		833,336	$	3.08		1.70	$	-
Exercisable at February 28, 2013		515,000	$	3.29		1.60	$	-
Exercisable at August 31, 2013		833,336	$	3.08		1.70	$	-

NOTE 109 ~~– COMMITMENT~~- ~~AND~~RELATED ~~CONTINGENCIES~~PARTY TRANSACTIONS

The Company received non-interest bearing advances from shareholders totaling $15,445 and made repayments of $46,931 during the three months ended August 31, 2013. As of August 31, 2013, amounts due to these shareholders totaled $4,355.

During the three months ended August 31, 2013, the Company made payments to its CEO totaling $70,158, which included reimbursement for expenses paid for by the CEO on behalf of the Company totaling $37,474. Expenses included travel expenses, general administrative expenses, as well as payments to service providers which were initially paid for by the CEO.

NOTE 10 - COMMITMENT AND CONTINGENCIES

On December 26, 2011, the Company commenced a lawsuit against Nalan Oral and Seluck Oral, the shareholders of Avrasya Yapı Yatırım Hizmetleri A.Ş., in the United States District Court for the Southern District of New York alleging the defendants breached the Mine Purchase Agreement and seeking to cancel the 2,666,667 shares of Common Stock and 226,667 warrants issued to the defendants in connection with the Mine Purchase Agreement. The Company is also seeking damages of $6,000,000 from the defendants for breach of contract.

On October 2, 2012, the Company was served with a Summons and Notice of Motion for Summary Judgment in an action entitled Turigay Affiliates Corp. v. TurkPower Corporation , Index No. 653415/2012, Supreme Court, New York County. The Plaintiff is seeking repayment of amounts loaned to the Company’s Turkish subsidiary. The Company has opposed the plaintiff’s motion and asserted a number of defenses including fraud and the forgery of the signatures of certain of the Company’s officers. AAt a hearing on May 8, 2013, the ~~plaintiff’s~~court ~~motion~~granted isthe ~~scheduled~~Plaintiff’s Motion for ~~May~~Summary 8,Judgment ~~2013.~~in ~~The~~lieu ~~liability~~of ~~related~~complaint tofor ~~this~~repayment ~~loan~~of is€450,000. ~~included~~A ~~under~~judgment ~~Liabilities~~in the amount of ~~discontinued~~$1,177,352, ~~operation~~plus costs inand ~~the~~disbursements ~~consolidated balance~~was ~~sheets~~entered on October 16, 2013.

The liability related to this loan is reported as short-term debt in the consolidated balance sheets.

Except as disclosed above, the Company is not a party to any other material pending legal proceedings nor is the Company aware of any threatened or contemplated proceeding by any governmental authority against the Company.

NOTE 11 - SUBSEQUENT EVENTS

~~Management~~On ~~has~~October ~~evaluated~~16, ~~all~~2013, ~~events that~~a ~~occurred~~judgment ~~after~~in the amount ~~balance~~of ~~sheet~~$1,177,352 ~~date~~plus ~~through~~costs ~~the~~and ~~date~~disbursements ~~when~~was ~~these~~entered ~~financial~~against ~~statements~~the ~~were~~Company ~~issued~~in tothe ~~determine~~action ~~if they~~entitled Turigay ~~must~~Affiliates beCorp. ~~reported~~v. ~~The~~TurkPower ~~Management~~Corporation , ofIndex ~~the~~No. ~~Company~~653415/2012, ~~has~~Supreme ~~determined~~Court, ~~that~~New ~~there~~York ~~was a reportable subsequent event to be disclosed as follows:~~County.

~~In March 2013, the Company issued 1,245,047 common shares to shareholders of OBH in connection with the acquisition of ZBM (see Note 5) and 433,331 common shares for services.~~10

In April 2013, the Company accepted subscriptions in the aggregate of $1,000,000 for 100,000 shares of the Company’s Series D Convertible Preferred Stock plus warrants to purchase an additional 166,667 common shares, at an exercise price of $2.25 per share, which expire in three (3) years.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

This Report contains statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act) and the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). Various matters discussed in this document and in documents incorporated by reference herein, including matters discussed under the caption “Plan of Operation,” may constitute forward-looking statements for purposes of the Securities Act and the Exchange Act. These statements are based on many assumptions and estimates and are not guarantees of future performance and may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. The words “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” and similar expressions are intended to identify such forward-looking statements. The Company’s actual results may differ materially from the results anticipated in these forward-looking statements due to a variety of factors, including, without limitation, the Company’s lack of historically profitable operations, dependence on key personnel, the success of the Company’s business, ability to manage anticipated growth and other factors identified in the Company's filings with the Securities and Exchange Commission, press releases and/or other public communications.

(a) Overview

Zinco Do Brasil, Inc. (formerly TurkPower Corporation) was incorporated in the State of Delaware on November 4, 2004 as Global Ink Supply Company and was ~~organized~~organizedto to develop an e-commerce website to sell ink printer cartridges and toner. On May 11, 2010, an amendment was filed with the Secretary of State of Delaware to change the name of the Company to TurkPower Corporation. On September 28, 2012, an amendment was filed with and approved by the Secretary of State of Delaware to (i) change the name of the Company to Zinco do Brasil, Inc., (ii) effect a reverse split on a 1:15 basis and (iii) increase the number of the Company’s authorized shares of capital stock from 310,000,000 shares to 810,000,000 of which 800,000,000 shares ~~will~~are be common stock with a par value $0.0001 per share ~~(the “Common Stock”)~~ and 10,000,000 shares ~~will~~ be are preferred stock ~~(the~~with ~~“Preferred~~a ~~Stock”)~~ par value $0.0001 per share. The amended Articles of Incorporation were approved by the ~~state~~State of Delaware effective September 28, 2012.

The Reverse Split does not affect the number of common shares authorized for issuance. All share and per share information has been retroactively adjusted to reflect the reverse stock split in the financial statements and in the notes to financial statements for all periods presented, to reflect the reverse stock split as if it occurred at beginning of the comparable year.

Business of the Company

On August 14, 2012, the Company entered into a Binding Agreement (the “Agreement”) with Ouro do Brasil Holdings Ltd. (“OBH”) and IMS Engenharia Mineral Ltda. (“IMS”) for the proposed acquisition of 99.9% (the “Transaction”) of the capital stock of Zinco do Brasil Mineracao Ltda., a company to be formed under the laws of Brazil (“ZBM”), which will be owned by OBH and IMS. Pursuant to the Agreement, the Company will acquire 99.9% of the total capitalization of ZBM in exchange for (i) 7,166,667 newly issued shares of the Company’s restricted common stock, par value $0.001 per share (the “Common Stock”), to OBH (the “OBH Shares”) and (ii) 1,075,000 shares of a newly-created Series C Preferred Stock, par value $0.0001 per share, to IMS (the “IMS Shares”). At the closing of the Transaction (the “Closing”) all officers, directors and shareholders holding 10% or more of the Company’s Common Stock shall enter into lock-up agreements.

The Company issued 34,~~466~~711,~~667~~714 of the OBH Shares to OBH and the IMS Shares to IMS. The balance of the respective shares will be issued to OBH at the Closing pursuant to a Final Transaction Agreement (“Transaction Agreement”) to be executed by the parties upon the formation of ZBM. The Transaction Agreement will contain customary terms, conditions, and covenants for a transaction of this nature.

Upon execution of the Agreement, ~~Ahmet Calik,~~ Juvenil Felix, Ed Dowling and Jose Mendo de Souza were appointed to the Company’s Board of Directors on or before the Closing; James Davidson was appointed Chairman and Chief Executive Officer.; Ryan Hart, the Company’s ~~current~~former Chairman and Chief Executive Officer, ~~will~~was ~~serve~~appointed as President; and Adriano Espeschit ~~will~~was be appointed a Director and Chief Operations Officer. On September As26, of2012, the ~~date~~Registrant accepted the resignation of ~~this~~Kaveh ~~filing,~~Meghdadpour ~~Juvenil~~as ~~Felix,~~member Edof ~~Dowling~~the ~~and~~Board ~~Jose~~of ~~Mendo~~Directors. deOn ~~Souza~~December ~~have~~17, ~~been~~2012, the ~~appointed~~Board asresolved ~~members~~to ofremove ~~the~~James ~~Board~~Davidson ~~of Directors,~~as Chairman and ~~Adriano~~Chief ~~Espeschit~~Executive ~~has~~Officer ~~been~~and appointed aRyan ~~Director~~Hart as interim Chairman and Chief ~~Operations~~Executive Officer. On ~~December~~June 17, ~~2012~~2013, the ~~Board~~Registrant ~~resolved to~~appointed ~~remove~~Daniel ~~James~~J. ~~Davidson~~Kunz as its Executive Chairman of the Board of Directors and, effective December 1, 2013, its Chief Executive Officer. ~~and~~Also ~~appointed~~on June 17, 2013, Ryan E. Hart was appointed to serve as ~~interim~~Vice Chairman ~~and~~of ~~Chief~~the ~~Executive Officer~~Board of Directors.

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ZBM will become a wholly-owned subsidiary of the Company, and the Company amended its Articles of Incorporation to change its name to “Zinco do Brasil, Inc.” This change was approved by the State of ~~Deleware~~Delaware effective September 28, 2012.

Further, on or before the second anniversary of the closing, the Company shall divest itself of all current assets and operations in Turkey (the “Turkish Operations”) in exchange of the assumption of any liabilities associated with the Turkish Operations.

As of the date of this filing, ZBM has not been formed and the transaction has not been completed. The fair value of OBH shares and IMS shares of $~~200~~210,~~600~~320 has been ~~recorded~~ recorded as a deposit on the acquisition.

On February 13, 2013, Zinco, OBH and IMS entered into a modification of the Agreement, dated August 14, 2012, to extend the date by which Zinco is required to raise $6,000,000 or such amount necessary to satisfy payment to Vale S.A. to complete the acquisition of the zinc mine until June 14, 2013.

On June 14, 2013, the Registrant, OBH and IMS entered into a modification of the Binding Agreement dated August 14, 2012, as amended on February 13, 2013, to extend the date by which the Registrant is required to raise $6,000,000 or such amount necessary to satisfy payment to Vale S.A. to complete the acquisition of the zinc mine, until September 14, 2013. The Company is currently working on a further extension of the agreement.

The extension was granted, in part, as a result of the substantial, partial performance made by the Registrant in its efforts to complete the acquisition, including the delivery of 4,711,714 shares of common stock and 1,074,999 shares of Series C Preferred Stock, as well as the conversion of an aggregate of $4,343,364 of convertible debt and related accrued interest into shares of common stock at $1.50 per share. The Registrant continues to devote all its efforts and operations toward the preparation of engaging in mining operations upon consummation of the transaction. The Registrant owns a minority interest in the Kuluncak mine, an iron ore mine in Turkey formerly owned by Exxaro and is currently in the process of evaluating its options and defining its strategy regarding its asset in Turkey.

(b) Going Concern

As shown in the accompanying consolidated financial statements, the Company had a net loss of $5285,~~771,333~~887 for the ~~nine~~three months ended ~~February~~August 2831, 2013 and had a working capital deficit as of ~~February~~August 2831, 2013 of $54,~~431~~840,~~038~~846. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

(c) Management’s Discussion and Analysis of Financial Condition and Results of Operation.

For the ~~Nine~~ Three Months Ended ~~February~~August 2831, 2013 and 2012

For the ~~nine~~three months ended ~~February 28~~August 31, 2013 and 2012, our professional fees were $~~302~~85,~~385~~453 and $~~594~~58,~~854~~404, respectively. ~~The decrease was primarily due to lower legal and accounting expenses, due diligence, and investor relations expenses.~~

For the ~~nine~~ three months ended ~~February 28~~August 31, 2013 and 2012, our selling, general and administrative expenses were $1230,~~251,984~~959 and $1509,~~034~~581,~~215~~ respectively. The decrease was primarily due to the decrease in stock based compensation of $233,179, which decreased as certain stock-based awards were fully amortized in prior periods.

For the ~~nine~~three months ended ~~February 28~~August 31, 2013 and 2012, we recorded other (income) expense of $3(30,~~976,480~~525) and $21,~~390~~670,~~780~~244, respectively. The ~~change~~ isdecrease in other (income) expense was primarily adue ~~result~~to of(a) ~~the~~a loss on ~~debt~~ extinguishment of debt of $1631,~~431,~~476 and debt conversion ~~expense~~expenses of $1966,~~925,271,~~747 ~~offset by the gain on derivative of $295,045~~ for the ~~nine~~three months ended ~~February~~August 2831, ~~2013~~2012, ~~compared~~which towere anot ~~loss~~repeated onin ~~derivatives of $36,996 for~~ the ~~nine~~three months ended ~~February~~August 2831, ~~2012~~2013, ~~and~~offset ~~the~~by a decrease in ~~interest~~the ~~expense~~derivative gain of $~~687~~120,~~163~~281 in 2013.

For the nine months ended February 28, 2013 and 2012, we recorded a loss from discontinued operations of $240,484 compared to $15,306,066. The comparative decrease is due to the impairment of investment of a mining company in 2012.

For the Three Months Ended February 28, 2013 and 2012

For the three months ended February 28, 2013 and 2012, our professional fees were $130,971 and $115,302, respectively.

For the three months ended February 28, 2013 and 2012, our selling, general and administrative expenses were $523,173 and $147,756, respectively.

For the three months ended February 28, 2013 and 2012, we recorded other expense of $1,129,348 and $1,369,883, respectively. The decrease in other expense was due to a decrease in interest expense in the current period by $470,332, offset by a debt conversion expense of $67,839 and a derivative loss of $96,447 as opposed to a derivative gain of $17,354 in 2012.

For the three months ended February 28, 2013 and 2012, we recorded a loss from discontinued operations of $78,907 compared to $12,025,273. The decrease is due to the impairment of investment of a mining company in 2012.

(d) Liquidity and Capital Resources

At ~~February~~August 2831, 2013, we had cash of $~~906~~18,208, as compared to $~~299,298~~687 at May 31, ~~2012~~2013. This ~~decrease~~increase was primarily a result of ~~cash~~proceeds ~~used~~from inthe ~~operating activities~~issuance of Series D Preferred Stock of $~~817~~450,~~892~~000 and cash ~~provided~~used byin ~~financing~~operations ~~activities~~ of $~~519~~420,~~500~~993.

During the next 12 months we anticipate incurring costs related to the consummation of the acquisition of ZBM, the exploration and development of ZBM’s mineral rights and fundraising activities.

We believe we will be able to meet these costs through the use of funds, to be loaned by or invested in us by our stockholders, management or other investors. However, there can be no assurance that we will be able to secure such funds or that if we do so, that they will be on terms that are favorable to the Company.

Off-Balance Sheet Arrangements

As of the date of this Quarterly Report, the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

Critical Accounting Policies

Principles of Consolidation

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Discontinued Operations

In accordance with ASC 205-20, Presentation of Financial Statements-Discontinued Operations (“ASC 205-20”), we reported the results of our Turkey operations as a discontinued operation. The application of ASC 205-20 is discussed in Note 4 “Discontinued Operations”.

Fair value of financial instruments

The carrying value of cash and cash equivalents, receivables, accounts payable and accrued expenses, and debt approximate their fair values because of the short-term nature of these instruments. Management believes the Company is not exposed to significant interest or credit risks arising from these financial instruments.

Seasonality

To date, we have not noted any significant seasonal impacts.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable for smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

As of the end of the period covered by this Quarterly Report, Management has concluded that our disclosure controls and procedures are not effective because of the identification of a material weakness in our internal control over financial reporting, which we view as an integral part of our disclosure controls and procedures. The material weakness relates to the Company not having personnel with knowledge of generally accepted accounting principles. Our executive management does not possess accounting expertise and our Company does not have an audit committee. This weakness was due to our lack of working capital to hire additional staff during the period covered by this report. We intend to obtain this knowledge of generally accepted accounting principles by hiring a contractor and/or hiring additional accounting personnel.

Changes in Internal Controls over Financial Reporting

There were no changes in the Company’s internal controls over financial reporting, known to executive management that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

On October 2, 2012, the Company was served with a Summons and Notice of Motion for Summary Judgment in an action entitled Turigay Affiliates Corp. v. TurkPower Corporation , Index No. 653415/2012, Supreme Court, New York County. The Plaintiff is seeking repayment of amounts loaned to the Company’s Turkish subsidiary. The Company has opposed the ~~Plaintiff~~plaintiff’s motion and asserted a number of defenses including fraud and the forgery of the signatures of certain of the Company’s officers. AAt a hearing on May 8, 2013, the court granted the Plaintiff’s ~~motion~~ isMotion ~~scheduled~~ for ~~May~~Summary 8,Judgment ~~2013.~~in ~~The~~lieu ~~Plaintiff~~of iscomplaint ~~seeking~~for repayment of €450,000. On ~~which~~October ~~the~~16, ~~Plaintiff~~2013, ~~alleges~~a ~~was~~judgment ~~loaned to~~in the ~~Company’s~~amount ~~Turkish~~of ~~subsidiary (see~~$1, ~~Item 3~~177,352.19 ~~below).~~plus ~~The~~costs and ~~Company’s~~disbursements ~~time~~was toentered ~~respond~~against to the ~~action~~Company ~~has~~in ~~not yet~~the ~~expired~~action.

The ~~Company~~liability isrelated ~~not a party and its property is not subject~~ to ~~any~~this ~~other~~loan ~~material pending legal proceedings nor~~ is ~~the Company aware of any threatened or contemplated proceeding~~reported byas ~~any~~short-term ~~governmental~~debt ~~authority~~in ~~against~~ the ~~Company~~consolidated balance sheets.

ITEM 1A. RISK FACTORS.

Not required for smaller reporting companies.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

On April 27, 2010, the Company’s Turkish subsidiary borrowed €450,000 ($555,692) from a third party. The loan is unsecured, bears annual interest at 25.0% and was payable in full on October 27, 2010. The interest rate increased to 60% on October 28, 2010, when the loan became in default. On August 2, 2011, the Turkish subsidiary and the lender cancelled the previous loan agreement and agreed to terms for the repayment of the €450,000 short-term debt and related interest by which the Turkish subsidiary agreed to pay the lender €200,000 on August 15, 2011, and €100,000 monthly thereafter through December 15, 2011 after which the Turkish subsidiary will have paid the lender €600,000 in aggregate. In addition the Company agreed to issue the lender 300,000 common shares no later than August 15, 2011. The Turkish subsidiary did not make the scheduled payments and the Company did not issue 300,000 shares to the lender. While delinquent, the Company is required to pay a 2.5% interest per month on the €600,000 loan to the lender. As of ~~February~~August 2831, 2013, this loan is in default.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION AND SUBSEQUENT EVENTS

On ~~April~~October 516, 2013, ~~the~~a ~~Company~~judgment ~~and~~in the ~~lender~~ amount of a $201,~~000~~177,352.19 plus ~~note~~costs ~~agreed~~and todisbursements ~~extend~~was entered against the ~~term~~Company ofin the ~~note~~action ~~for~~entitled Turigay Affiliates anCorp. ~~additional~~v. ~~sixty~~TurkPower ~~(60)~~Corporation , ~~days~~Index toNo. ~~June~~653415/2012, 4Supreme Court, ~~2013~~New York County. See Item 1 Legal Proceedings.

EXHIBITS

(a) Exhibit index

Exhibit Number		Description
31.1		Section 302 Certification Of Chief Executive Officer and Chief Financial Officer

32.1		Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002 – Chief Executive Officer and Chief Financial Officer

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: ~~April~~October 2221, 2013

ZINCO DO BRASIL, INC. (Registrant) By: /s/Ryan Hart Name: Ryan Hart Title: President, Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)

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