As filed with the Securities and Exchange Commission on March 4 2014

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Triumph Ventures Corp.

(exact name of Registrant as specified in its charter)

Delaware

3841

99-0380633

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

c/o Julius Klein

8 Sharei Torah Street

Jerusalem 996387

Phone number: 972-2-6428634

Fax number:972-2-6439273

(Address, including zip code, and telephone number, including area code,

of registrant's principal executive offices)

Triumph Ventures Corp.

113 Barksdale Professional Center

Newark, DE 19711

Tel. 302-266-9367 302-266-9367

(Name, address, including zip code, and telephone number,

Including area code, of agent for service)

Copies of communications to:

Thomas J. Craft, Jr., Esq.

5420 North Ocean Blvd.

Suite 2102

Singer Island, FL 33404

Fax: 212-658-9867

Approximate date of commencement of proposed sale to the public: Promptly after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [x]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. The offering will terminate 180 days after this registration statement is declared effective by the Securities and Exchange Commission. [ ]

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

	Large accelerated filer	[ ]	Accelerated Filer	[ ]
	Non-accelerated filer	[ ]	Smaller reporting company	[x]
(Do not check if a smaller reporting company)

Calculation of Registration Fee

Proposed

Amount

Title

Amount

Maximum

Of Securities

to be

Offering Price

Aggregate

Registration

To be Registered

Registered

Per Share

Offering Price (1)

Fee (1)

Common Stock,(1)

20,000,000

0.005

100,000

12.00

Par value $0.0001

Per share

(1) Estimated pursuant to Rule 457 (o) under the securities Act of 1933 solely for the purpose of computing the amount of the registration fee.

Triumph Ventures does not intend to escrow any funds received through this offering. Once funds are received as the result of a completed sale of common stock being issued by us, those funds will be placed into our corporate bank account and may be used at the discretion of the management (as per Item 501(b)(8)(iii) of Regulation S-K).

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND IS SUBJECT TO COMPLETION AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

Preliminary Prospectus Subject To Completion Dated March 4 2014

Triumph Ventures Corp.

Up to a Maximum of 20,000,000 Shares of Common Stock at $0.005 Per Share

We are offering for sale a maximum of 20,000,000 shares of our common stock in a self-underwritten offering directly to the public at a price of $0.005 per share. There is no minimum amount of shares that we must sell in our direct offering, and therefore no minimum amount of proceeds will be raised. No arrangements have been made to place funds into escrow or any similar account. Upon receipt, offering proceeds will be deposited into our operating account and used to conduct our business and operations. We are offering the shares without any underwriting discounts or commissions. The purchase price is $0.005 per share. If all 20,000,000 shares are not sold within 180 days from the date hereof, (which may be extended an additional 90 days in our sole discretion), the offering for the balance of the shares will terminate and no further shares will be sold. If all of the shares offered by us are purchased, the gross proceeds to us will be $100,000. This is our initial public offering and no public market currently exists for shares of our common stock.

We intend for our common stock to be sold by our Officers and Directors. Such persons will not be paid any commissions for such sales.

We will pay all expenses incurred in this offering. The offering will terminate 180 days after this registration statement is declared effective by the Securities and Exchange Commission. However, we may extend the offering for up to an additional 90 days following the 180 day offering period.

Our common stock is presently not traded on any public market or securities exchange, and we have not applied for listing or quotation on any public market.

THE SECURITIES OFFERED IN THIS PROSPECTUS INVOLVE A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE FACTORS DESCRIBED UNDER THE HEADING "RISK FACTORS" BEGINNING ON PAGE 7.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

BECAUSE THERE IS NO MINIMUM NUMBER OF SHARES REQUIRED TO BE SOLD IN ORDER TO CLOSE THIS OFFERING, PROCEEDS FROM THIS OFFERING WILL NOT BE HELD IN ESCROW AND WILL BE IMMEDIATELY AVAILABLE FOR OUR USE, WITHOUT CONDITION, REGARDLESS OF THE AMOUNT OF PROCEEDS RAISED. IF WE FILE FOR BANKRUPTCY PROTECTION OR A PETITION FOR INVOLUNTARY BANKRUPTCY IS FILED BY CREDITORS AGAINST US, YOUR FUNDS WILL BECOME PART OF THE BANKRUPTCY ESTATE AND ADMINISTERED ACCORDING TO THE BANKRUPTCY LAWS. AS SUCH, YOU WILL LOSE YOUR INVESTMENT AND YOUR FUNDS WILL BE USED TO PAY CREDITORS. THE COMPANY WILL NEED TO RAISE NET PROCEEDS OF APPROXIMATELY $65,000 IN ORDER TO ALLEVIATE THE NEED TO FILE FOR PROTECTION UNDER BANKRUPTCY LAWS.

The information in this prospectus is not complete and may be changed. This prospectus is included in the registration statement that was filed by us with the Securities and Exchange Commission. We may not sell these securities until the registration statement becomes effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The date of this preliminary prospectus is March 4 2014

TABLE OF CONTENTS

Prospectus Summary	3
Our Company	3
Our Direct Public Offering	3
The Offering	4
Selected Summary Financial Data	5
RISK FACTORS	6
RISKS RELATING TO OUR COMPANY	6
Use of Proceeds	16
Percent of Net Proceeds Received	17
Determination of Offering Price	18
Dilution	18
Our Business	19
General Development	19
THIRD-PARTY MANUFACTURERS	20
INTELLECTUAL PROPERTY	21
COMPETITION	21
Patent, Trademark, License & Franchise Restrictions	21
Contractual Obligations & Concessions	21
Employees	22
Transfer Agent	22
Research and Development	22
Description of Property	23
Management's Discussion	23
Analysis or Plan of Operation	23
Plan of Operation	23
General Working Capital	25
Quantitative and Qualitative Disclosures about Market Risk.	25
Analysis of Financial Condition and Results of Operations	25
Other	26
Recently Issued Accounting Pronouncements	26
Off-Balance Sheet Arrangements	26
Inflation	26
Market for Common Equity	27
Related Stockholder Matters	27
Market Information	27
Security Holders	27
Dividend Policy	27
Securities Authorized Under Equity Compensation Plans	27
Directors, Executive Officers, Promoters	27
Control Persons	27
Directors and Executive Officers	27
Audit Committee and Financial Expert	29
Code of Ethics	29
Potential Conflicts of Interest	29
Involvement in Certain Legal Proceedings	29
Executive Compensation	29
SUMMARY COMPENSATION TABLE	30
Option/SAR Grants	30
Long-Term Incentive Plans and Awards	30
Compensation of Directors	30
Employment Contracts, Termination of Employment	31
Change-in-control Arrangements	31
Certain Relationships and Related Transactions	31
Director Independence	31
Security Ownership of Certain Beneficial Owners and Management	32
Legal Proceedings	32
Description of Securities	33
Our Common Stock	33
Our Preferred Stock	34
Plan of Distribution	35
OFFERING PERIOD AND EXPIRATION DATE	36
PROCEDURES FOR SUBSCRIBING	36
Right to Reject Subscriptions	37
Underwriters	37
Regulation M	37
Section 15(G) of the Exchange Act	37
Changes In and Disagreements with Accountants On Accounting And Financial Disclosure	37
Indemnification for Securities Act Liabilities	37
Legal Matters	38
Experts	38
Interest of Named Experts and Counsel	38
Available Information	38
Information Not Required in Prospectus	40
Signatures	43
Exhibits Table	44

Prospectus Summary

The following summary highlights selected material information contained in this prospectus. This summary does not contain all the information you should consider before investing in the securities. Before making an investment decision, you should read the entire prospectus carefully, including the "Risk Factors" section, the financial statements, and the notes to the financial statements.

Our Company

We were incorporated in Delaware on February 10, 2012 and are a development stage company. On September 9, 2012, we entered into an exclusive Assignment agreement with Mr. Doug Sherman , seller, in relation to United States Design Patent 502687 invented by Douglas Sherman for a protective combination plate and removable cover with lower cord access for receptacle and electrical plugs.

The device is designed to be ornamental as well as serving as a protective combination plate and removable cover. It provides lower cord access for receptacle and electrical plugs that can be connected through the ornamental cover to the outlet below. We have not yet developed our proposed product, and we have not yet obtained objective evidence that our invention can reliably perform the functions described above.

We plan to license the Design Patent to a third-party to design, manufacture, and market the combination plate and removable cover against an initial payment to us and a percentage licensing agreement to be paid upon negotiation.

Our principal offices are located at 8 Sharei Torah Street , Israel. Our telephone number is 972-2-6428634. Our registered office in Delaware is located at 113 Barksdale Professional Center, Newark, DE 19711, and our registered agent is Delaware Intercorp.

All references to "we," "us," "our," or similar terms used in this prospectus refer to Triumph Ventures Corp. Our fiscal year ends on December 31.

Our auditors have issued an audit opinion which includes a statement describing our going concern status. Our financial status creates substantial doubt whether we will be able to continue as a going concern. Investors should note that we have not generated any revenues to date, and that we do not yet have any products available for sale.

As of March 4 2014 , our company has no cash and will need to raise additional capital within the next twelve months, even if we are able to sell the maximum number of shares. The company has no full time employees and our two current officers/directors intend to devote approximately twenty hours per week to Triumph Ventures Corp. business activities.

Our Direct Public Offering

We are offering for sale up to a maximum of 20,000,000 shares of our common stock directly to the public. There is no underwriter involved in this offering. We are offering the shares without any underwriting discounts or commissions. The purchase price is $0.005 per share. If all of the shares offered by us are purchased, the gross proceeds before deducting expenses of the offering will be up to $100,000. The expenses associated with this offering are estimated to be $21,500 or approximately 21.5% of the gross proceeds of $100,000 if all the shares offered by us are purchased. If all the shares offered by us are not purchased, then the percentage of offering expenses to gross proceeds will be higher and a lower amount of proceeds will be realized from this offering.

This is our initial public offering and no public market currently exists for shares of our common stock. We can offer no assurance that an active trading market will ever develop for our common stock.

The offering will terminate six months after this registration statement is declared effective by the Securities and Exchange Commission. However, we may extend the offering for up to 90 days following the six month offering period.

The Offering

Total shares of common stock outstanding prior to the offering		30,000,000 shares

Shares of common stock being offered by us		20,000,000 shares

Total shares of common stock outstanding after the offering		50,000,000 shares

Gross proceeds:		Gross proceeds from the sale of up to 20,000,000 shares of our common stock will be up to $100,000. Use of proceeds from the sale of our shares will be used as general operating capital to help create and maintain a marketing efforts to identify third party partners interested in licensing, manufacturing, and bringing our patented product to market.

Risk Factors		There are substantial risk factors involved in investing in our Company. For a discussion of certain factors you should consider before buying shares of our common stock, see the section entitled "Risk Factors."

This is a self-underwritten public offering, with no minimum purchase requirement. Shares will be offered on a best efforts basis and we do not intend to use an underwriter for this offering. We do not have an arrangement to place the proceeds from this offering in an escrow, trust, or similar account. Any funds raised from the offering will be immediately available to us for our immediate use.

As used in this prospectus, references to the "Company," "we," "our," or "us" refer to Triumph Ventures Corp., unless the context otherwise indicates.

A Cautionary Note on Forward-Looking Statements

This prospectus contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors,” that may cause our or our industry’s actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Selected Summary Financial Data

This table summarizes our operating and balance sheet data as of the periods indicated. You should read this summary financial data in conjunction with the "Plan of Operations" and our audited financial statements and notes thereto included elsewhere in this prospectus.

	(February 10, 2012)
	Through
	(December 31, 2013)

Statement of Operations:

Total revenues	$	—

Total operating expenses	$	19,950

(Loss) from operations	$	(19,950	)

Net (loss)	$	(19,950	)

(Loss) per common share	$	(0.00	)

Weighted average number of common shares outstanding - Basic and diluted		30,000,000

		As of
		(December 31, 2013)

Balance Sheet:

Cash in bank	$	—

Deferred Offering Costs	$	10,000

	$

Total current assets	$	10,000

Total assets	$	10,000

Total current liabilities	$	26,950

Total liabilities	$	26,950

Total stockholders' (deficit)	$	(16,950	)

Total liabilities and stockholders' (deficit)	$	10,000

RISK FACTORS

This investment has a high degree of risk. Before you invest you should carefully consider the risks and uncertainties described below and the other information in this prospectus. If any of the following risks actually occur, our business, operating results and financial condition could be harmed and the value of our stock could go down. This means you could lose all or a part of your investment.

RISKS RELATING TO OUR COMPANY

1.	We are a development stage company with no operating history and may never be able to carry out our business plan or achieve any revenues or profitability; at this stage of our business, even with our good faith efforts, potential investors have a high probability of losing their entire investment.

We are subject to all of the risks inherent in the establishment of a new business enterprise. We were established on February 10, 2012, and own a Design Patent for a protective combination plate and removable cover with lower cord access for receptacle and electrical plugs. We have not generated any revenues nor have we realized a profit from our operations to date, and there is little likelihood that we will generate any revenues or realize any profits in the short term. Any profitability in the future from our business will be dependent upon the successful marketing and licensing to a third party design and manufacturing company. We may not be able to successfully carry out our business. There can be no assurance that we will ever achieve any revenues or profitability. Accordingly, our prospects must be considered in light of the risks, expenses, and difficulties frequently encountered in establishing a new business in our industry, and our Company is a highly speculative venture involving significant financial risk.

2.	We expect to incur operating losses in the next twelve months because we have no plan to generate revenues unless and until we successfully find a third party manufacturer to begin the design, manufacturing and marketing of our protective combination plate and removable cover.

We have never generated revenues. We intend to license use of our Design Patent 502687 for a protective combination plate and removable cover with lower cord access for receptacle and electrical plugs to a third party manufacturer, which will be responsible for taking the concept, intent and design of our Patent Design and developing it through all stages to bring it to market. We own the right to exploit the Design Patent concept and design. However, our protective combination plate and removable cover is not currently available for sale and will not generate any income until we are successfully able to license the patent to a third party. We will rely on these third party or parties to bring the invention to the point where it can be sold. Until that happens, we expect to incur operating losses over the next twelve months because we have no source of revenues unless and until we are successful in finding one or more third party manufacturers. We cannot guarantee that we will ever be successful in finding this partner and successfully license the Design Patent on agreeable and profitable terms to generate revenues in the future. We recognize that if we are unable to generate revenues, we will not be able to earn profits or continue operations. We can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations.

We have no cash to fund our ongoing operating expenses for the next twelve months, and we will require additional funds through the sale of our common stock, which requires favorable market conditions and interest in our activities by investors. We may not be able to sell our common stock and funding may not be available for continued operations.

There is not enough cash on hand to fund our administrative expenses and operating expenses or our proposed marketing and promotion campaign for the next twelve months. Because we do not expect to have any cash flow from operations within the next twelve months, we will need to raise additional capital, which may be in the form of loans from current stockholders and/or from public and private equity offerings. Our ability to access capital will depend on our success in implementing our business plan. It will also depend upon the status of the capital markets at the time such capital is sought. Should sufficient capital not be available, the implementation of our business plan could be delayed and, accordingly, the implementation of our business strategy would be adversely affected. If we are unable to raise additional funds in the future, we may have to cease all substantive operations. In such event it would not be likely that investors would obtain a profitable return on their investment or a return of their investment at all.

4.	Our auditors have expressed substantial doubt about our ability to continue as a going concern, and if we do not raise net proceeds of at least $61,551 from our offering, we may have to suspend or cease operations within twelve months.

Our audited financial statements for the period from February 10, 2012, through December 31, 2013, were prepared using the assumption that we will continue our operations as a going concern. We were incorporated on February 10, 2012, and do not have a history of earnings. As a result, our independent accountants in their audit report have expressed substantial doubt about our ability to continue as a going concern. Continued operations are dependent on our ability to complete equity or debt financing activities or to generate profitable operations. Such capital formation activities may not be available or may not be available on reasonable terms. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty. We believe that if we do not raise net proceeds of at least $61,551 from our offering, we may have to suspend or cease operations within twelve months. Therefore, we may be unable to continue operations in the future as a going concern. If we cannot continue as a viable entity, our stockholders may lose some or all of their investment in the Company.

5.	If we are unable to obtain additional financing or generate revenue we will not have sufficient cash to continue operations, beyond twelve months.

We will need to raise additional funds, in addition to the funds raised in this public offering, through public or private financing, strategic relationships, or other arrangements in the near future, to support our business operations beyond the next twelve months; however, we currently do not have commitments from third parties for additional capital. We cannot be certain that any such financing will be available on acceptable terms, or at all, and our failure to raise capital when needed would limit our ability to continue our operations. Failure to secure additional financing in a timely manner and on favorable terms would have a material adverse effect on our financial performance, results of operations and stock price and require us to curtail or cease operations, sell off our assets, seek protection from our creditors through bankruptcy proceedings, or otherwise. Furthermore, additional equity financing may be dilutive to the holders of our common stock, and debt financing, if available, may involve restrictive covenants, and strategic relationships, if necessary to raise additional funds, may require that we relinquish valuable rights.

6.	We have no track record that would provide a basis for assessing our ability to conduct successful business activities. We may not be successful in carrying out our business objectives.

The revenue and income potential of our proposed business and operations are unproven as the lack of operating history makes it difficult to evaluate the future prospects of our business. There is nothing at this time on which to base an assumption that our business operations will prove to be successful or that we will ever be able to operate profitably. Accordingly, we have no track record of successful business activities, strategic decision-making by management, fund-raising ability, and other factors that would allow an investor to assess the likelihood that we will be successful in finding a third party partner interested in licensing our design patent and undertaking to develop, manufacture, and market our protective combination plate and removable cover with lower cord access for receptacle and electrical plugs. There is a substantial risk that we will not be successful in implementing our business plan, or if initially successful, in thereafter generating any operating revenues or in achieving profitable operations.

7.	Because we are not making provisions for a refund to investors, you may lose your entire investment.

Even though our business plan is based upon the complete subscription of the shares offered through this offering, the offering makes no provisions for refund to an investor. We will utilize all amounts received from newly issued common stock purchased through this offering even if the amount obtained through this offering is not sufficient to enable us to go forward with our planned operations. Because we are not manufacturing a product, but rather marketing our interest in finding a third party partner, we can begin operations even with a more limited budget and continue as sufficient funds are raised. Any funds received from the sale of newly issued stock will be placed into our corporate bank account. We do not intend to escrow any funds received through this offering. Once and if funds are received as the result of a completed sale of common stock being issued by us, those funds will be placed into our corporate bank account and may be used at the discretion of management.

As a development stage company, we may experience substantial cost overruns in marketing to search for a third party interested in licensing our Design Patent, and we may not have sufficient capital to successfully complete the marketing and promotion to the point that we close with one or more partners.

We may experience substantial cost overruns in marketing our concept of developing a protective combination plate and removable cover based on Design Patent 502687 and therefore be unable to successfully complete plans to generate or raise funds to offset operational costs. We may not be able to find an ideal third party partner interested in marketing out product for many reasons, including industry conditions, general economic conditions, and/or competition from potential manufacturers and distributors. In addition, the commercial success of any product is often dependent upon factors beyond the control of the company attempting to market the product, including, but not limited to, market acceptance of the product concept and whether or not any third party with whom we reach an agreement will adequately work to promote the product through prominent marketing channels and/or other methods of promotion. Even if we do succeed in raising the capital to aggressively market our search for a third party partner interested in developing, manufacturing and marketing our product idea, we cannot ensure that the final cost for producing this product will be found to be warranted and reasonable and therefore we cannot ensure that the product, if developed, will actually find popularity and acceptance.

9.	We will rely on third parties to develop, manufacture, and market our proposed product on a licensing basis against a single up-front payment and future royalties of ongoing sales.

We will rely on third parties to develop, manufacture, and market our proposed product based on Design Patent 502687 for a protective combination plate and removable cover with lower cord access for receptacle and electrical plugs. We plan to license use of the Design Patent concept to one or more third party partners against single up-front payments and future royalties of ongoing sales. If we are unable to enter into such an agreement with at least one third party partner, or if their marketing and distribution plan is not satisfactory, we may not be able to offset operation costs. We are subject to the performance of any third parties with whom we sign a contract. We cannot control whether after discussions with potential third party partners, we will be able to come to a final agreement. Even though we can regulate licensing costs and royalties, we cannot control whether the third party will put sufficient funds and resources into properly designing, developing, manufacturing, and marketing our protective combination plate and removable cover with lower cord access for receptacle and electrical plugs. If a manufacturer fails to successfully design and/or develop and/or manufacture and/or successfully bring our invention concept to market, we could experience significant time delays or we may be unable to reach a level of profitability to cover costs. This may result in our inability to continue to search for other suitable third parties with whom we could negotiate licensing rights. These limitations could result in losses of sales and goodwill.

10.

We are a small company with limited resources and we do not yet have any third parties interested in purchasing the licensing rights to the development and manufacturing of our protective combination plate and removable cover with lower cord access for receptacle and electrical plugs. Further, we cannot confirm that any third party that does sign an agreement with our company can compete effectively and increase market share.

Current and potential competitors already developing, manufacturing, and marketing protective coverings and similar products have operating histories and name recognition, and a base of distributors and customers. As a result, these competitors have credibility with potential distributors and customers. Since we have not yet started to market our licensing offering to these competitors and other third party corporations, it is not possible to know whether any third party with whom we eventually sign an agreement will be able to successfully compete against more established corporations with operating histories, name recognition and established distributors and customers. It is possible that these competitors also may be able to adopt more aggressive pricing policies and devote greater resources to the development, promotion, and sale of their products and services than our third party partners can. Third parties that sign an agreement with Triumph Ventures Corp. may not have sufficient resources to make their investment profitable and may not be able to properly develop, manufacture or market our Design Patent concept in light of the competition. This inability might, in turn, cause our business to suffer and restrict our profitability potential.

11.

Changing consumer preferences may negatively impact our business.

The Company's success is dependent upon our ability to appeal to third party partners who believe that consumers will be interested in using a protective combination plate and removable cover with lower cord access for receptacle and electrical plugs. Consumer preferences with respect to such devices are difficult to predict. As a result of changing consumer preferences, we cannot assure you that our product will achieve customer acceptance, or that it will continue to be popular with consumers for any significant period of time, or that new products will achieve an acceptable degree of market acceptance, or that if such acceptance is achieved, it will be maintained for any significant period of time. The failure of a product based on our design patent to achieve and sustain market acceptance and to produce acceptable margins could have a material adverse effect on our financial condition and results of operations.

12.

Changing consumer preferences may negatively impact our business.

13.

Because our Directors and officers have no experience in running a company that licenses rights to a protective combination plate and removable cover with lower cord access for receptacle and electrical plugs, they may not be able to successfully operate such a business which could cause you to lose your investment.

We are a development stage company and we intend to license our design patent to a third party interested in developing, manufacturing, marketing a protective combination plate and removable cover with lower cord access for receptacle and electrical plugs against an initial payment and future royalties. Julius Klein and Shraga Soffer , our current Directors and Officers, have effective control over all decisions regarding both policy and operations of our Company with no oversight from other management. Our success is contingent upon the ability of these individuals to make appropriate business decisions in these areas. However, our Directors and Officers have no experience in operating a company related to the development, manufacturing and marketing of a protective combination plate and removable cover with lower cord access for receptacle and electrical plugs. It is possible that this lack of relevant operational experience could prevent us from becoming a profitable business and hinder an investor from obtaining a return on his investment in us.

14.

Because Julius Klein and Shraga Soffer have other outside business activities and will only be devoting up to 30% of their time to our operations, our operations may be sporadic which may result in periodic interruptions or suspensions of our business activities.

Our Directors and officers are only engaged in our business activities on a part-time basis. This could cause the officers a conflict of interest between the amount of time they devote to our business activities and the amount of time required to be devoted to their other activities. Julius Klein and Shraga Soffer our current Directors and officers, intend to devote only approximately 20 hours per week to our business activities. Subsequent to the completion of this offering, we intend to increase our business activities in terms of development, marketing and sales. This increase in business activities may require that either our Directors or our Officers engage in our business activities on a full-time basis or that we hire additional employees; however, at this time, we do not have sufficient funds to pursue either option.

15.

Our Directors own 100% of the outstanding shares of our common stock, and also after the offering may be able to influence control of the company or decision making by management of the Company.

Our Directors presently own 100% of our outstanding common stock. If all of the 20,000,000 shares of our common stock being offered hereby are sold, the shares held by our Directors will constitute approximately 60% of our outstanding common stock. After sale of all stock, the current Directors will still have a majority control and will still have a majority of the voting power for all business decisions.

16.

If our intellectual property protection is inadequate, competitors may gain access to our technology and undermine our competitive position.

We regard our current and future intellectual property as important to our success, and assuming that our patent-pending technology is granted a patent, we will rely on patent law to protect our proprietary rights. Despite our precautions, unauthorized third parties may copy certain portions of our product or reverse engineer or obtain and use information that we regard as proprietary. We do not know if any future patent application will be issued with the scope of the claims we seek, if at all or whether any patents we receive will be challenged or invalidated. Thus, we cannot assure you that our intellectual property rights can be successfully asserted in the future or that they will not be invalidated, circumvented or challenged. In addition, the laws of some foreign countries do not protect proprietary rights to the same extent as do the laws of the United States. Our means of protecting our proprietary rights in the United States or abroad may not be adequate and competitors may independently develop a similar technology. Any failure to protect our proprietary information and any successful intellectual property challenges or infringement proceedings against us could have a material adverse affect on our business, financial condition, or results of operations.

17.

We may be subject to intellectual property litigation, such as patent infringement claims, which could adversely affect our business.

Our success will also depend in part on our ability to find third party venders or developers and marketing experts interested in developing, manufacturing, and marketing a commercially viable product without infringing the proprietary rights of others. Although we have not been notified of any infringement claims, other patents could exist or could be filed which would prohibit or limit our ability to develop and market our protective combination plate and removable cover with lower cord access for receptacle and electrical plugs in the future. According to our research, no existing patents prohibit or limit our ability to market our licensing opportunity. However, because we cannot be privy to other technologies or products that other companies or individuals may be developing or may develop in the future, we cannot ensure that future products may not infringe on our patent enough to require intellectual property litigation and/or adversely affect our business. In the event of an intellectual property dispute, we may be forced to litigate. Intellectual property litigation would divert management's attention from finding third parties interested in licensing our design patent against current and future payments to us. Should we be forced to incur substantial legal costs, it is not clear whether we will be successful. An adverse outcome could subject us to significant liabilities to third parties, and force us to cease operations.

18.

Since all of our officers and Directors are located in Israel, any attempt to enforce liabilities upon such individuals under the U.S. securities and bankruptcy laws may be difficult.

In accordance with the Israeli Law on Enforcement of Foreign Judgments, 5718-1958, and subject to certain time limitations (the application to enforce the judgment must be made within five years of the date of judgment or such other period as might be agreed between Israel and the United States), an Israeli court may declare a foreign civil judgment enforceable if it finds that:

•

the judgment was rendered by a court which was, according to the laws of the State in which the court is located, competent to render the judgment;

•

the judgment may no longer be appealed;

•

the obligation imposed by the judgment is enforceable according to the rules relating to the enforceability of judgments in Israel and the substance of the judgment is not contrary to public policy; and

•

the judgment is executory in the State in which it was given.

An Israeli court will not declare a judgment enforceable if:

•

the judgment was obtained by fraud;

•

there is a finding of lack of due process;

•

the judgment was rendered by a court not competent to render it according to the laws of private international law in Israel;

•

the judgment is in conflict with another judgment that was given in the same matter between the same parties and that is still valid; or

•

the time the action was instituted in the foreign court, a suit in the same matter and between the same parties was pending before a court or tribunal in Israel.

In general, an obligation imposed by the judgment of a United States court is enforceable according to the rules relating to the enforceability of judgments in Israel, and a United States court is considered competent to render judgments according to the laws of private international law in Israel.

Furthermore, Israeli courts may not adjudicate a claim based on a violation of U.S. securities laws if the court determines that Israel is not the most appropriate forum in which to bring such a claim. Even if an Israeli court agrees to hear such a claim, it may determine that Israeli law, not U.S. law, is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proven as a fact, which can be a time-consuming and costly process.

Since our Directors and executive officers do not reside in the United States it may be difficult for courts in the United States to obtain jurisdiction over our foreign assets or persons and, as a result, it may be difficult or impossible for you to enforce judgments rendered against us or our Directors or executive officers in United States courts. Thus, investing in us may pose a greater risk because should any situation arise in the future in which you have a cause of action against these persons or us, you may face potential difficulties in bringing lawsuits or, if successful, in collecting judgments against these persons or us.

19.

If and when our 3 rd party partners sell their products based on our Design Patent, we may be liable for product liability claims and we presently do not maintain product liability insurance.

The protective combination plate and removable cover with lower cord access for receptacle and electrical plugs may expose us to potential liability from personal injury claims by end-users of the product. We currently have no product liability insurance to protect us against the risk that in the future a product liability claim or product recall could materially and adversely affect our business. Inability to obtain sufficient insurance coverage at an acceptable cost or otherwise to protect against potential product liability claims could prevent or inhibit future agreements to license and sell the product. We cannot assure you that when we successfully find a third party partner and license our invention, that we will be able to obtain or maintain adequate coverage on acceptable terms, or that such insurance will provide adequate coverage against all potential claims. Moreover, even if we maintain adequate insurance, any successful claim could materially and adversely affect our reputation and prospects, and divert management’s time and attention. If we are sued for any injury allegedly caused by our future products, our liability could exceed our total assets and our ability to pay the liability.

Risks Relating to our Common Stock

20.

We may in the future issue additional shares of our common stock which would reduce investors’ ownership interests in the Company and which may dilute our share value. We do not need stockholder approval to issue additional shares.

Our certificate of incorporation authorizes the issuance of 200,000,000 shares of common stock, par value $0.0001 per share. The future issuance of all or part of our remaining authorized common stock may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.

21.

Our common stock is subject to the "penny stock" rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person's account for transactions in penny stocks; and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stocks, the broker or dealer must: (i) obtain financial information and investment experience objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Security and Exchange Commission relating to the penny stock market, which, in highlight form: (i) sets forth the basis on which the broker or dealer made the suitability determination; and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

22.

We do not intend to pay cash dividends on our shares of common stock but rather, we intend to finance the development and expansion of our business, delaying or perhaps preventing investors from receiving a return on their shares.

Because we do not intend to pay any cash dividends on our shares of common stock, our stockholders will not be able to receive a return on their shares unless they sell them.

We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them at a price higher than that which they initially paid for such shares.

23.

The offering price of our common stock could be higher than expected, causing investors to sustain a loss of their investment.

The price of our common stock in this offering has not been determined by any independent financial evaluation, market mechanism or by our auditors, and is therefore, arbitrary. Because we have no significant operating history and have not generated any revenues to date, the price of our common stock is not based on past earnings, nor is the price of our common stock indicative of the current market value of the assets owned by us. As a result, the price of the common stock in this offering may not reflect the cost perceived by the market. There can be no assurance that the shares offered hereby are worth the price for which they are offered and investors may therefore lose a portion or all of their investment.

24.

There is no established public market for our stock and a public market may not be obtained or be liquid and therefore investors may not be able to sell their shares.

There is no established public market for our common stock being offered under this prospectus. While we intend to apply for quotation of our common stock on the Over-The-Counter Bulletin Board system, we have not yet engaged a market maker for the purposes of submitting such application, and there is no assurance that we will qualify for quotation on the OTC Bulletin Board.

25.

State securities laws may limit secondary trading, which may restrict the states in which you may sell the shares offered by this prospectus

If you purchase shares of our common stock sold in this offering, you may not be able to resell the shares in any state unless and until the shares of our common stock are qualified for secondary trading under the applicable securities laws of such state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in such state. Thirty-three states have what is commonly referred to as a “manual exemption” for secondary trading of securities such as those to be resold by investors. In these states, so long as the issuer obtains and maintains a listing in Mergent, Inc. or Standard and Poor’s Corporate Manual, secondary trading of common stock can occur without any filing, review or approval by state regulatory authorities in these states. These states are: Alaska, Arizona, Arkansas, Colorado, Connecticut, District of Columbia, Florida, Hawaii, Idaho, Indiana, Iowa, Kansas, Maine, Maryland, Massachusetts, Michigan, Mississippi, Missouri, Nebraska, New Jersey, New Mexico, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Rhode Island, South Carolina, Texas, Utah, Washington, West Virginia, and Wyoming. Ten states provide for an exemption for non-issuer transactions in outstanding securities effected through a registered broker-dealer when the securities are subject to registration under Section 12 of the Securities Exchange Act of 1934 for at least 90 days (180 days in Alabama). These states are: Alabama, Colorado, District of Columbia, Illinois, Kansas, Missouri, New Jersey, New Mexico, Oklahoma, and Rhode Island.

We currently do not intend to register or qualify our stock in any state or seek coverage in one of the recognized securities manuals. Because the shares of our common stock registered hereunder have not been registered for resale under the blue sky laws of any state, and we have no current plans to register or qualify our shares in any state, the holders of such shares and persons who desire to purchase such shares in any trading market that might develop in the future should be aware that there may be significant state blue sky restrictions upon the ability of investors to purchase and sell such shares. In this regard, each state's statutes and regulations must be reviewed before engaging in any securities sales activities in a state to determine what is permitted, or not permitted, in a particular state. Nevertheless, we do intend to file a Form 8-A promptly after this registration statement becomes effective, thereby subjecting our stock registered hereunder to registration under Section 12 of the Securities Exchange Act of 1934. Furthermore, even in those states that do not require registration or qualification for the resale of registered securities, such states may require the filing of notices or place additional conditions on the availability of exemptions. Accordingly, since many states continue to restrict the resale of securities that have not been qualified for resale, investors should consider any potential secondary market for our securities to be a limited one.

In addition, at this time we do not know in which states, if any, we will be selling the offered securities or whether our securities will be registered or exempt from registration under the laws of such state. Our Directors, reside outside of the United States, and initially intend to sell the offered securities to foreign investors. Should they be unsuccessful in selling all of the offered securities to foreign investors, they may seek to locate investors in the United States, in which case, we will then address all applicable state law registration requirements. In addition, in connection with our intent to have our securities listed on the OTCBB, a determination regarding state law registration requirements will be made in conjunction with those market makers, if any, who agree to serve as market makers for our common stock. We have not yet applied to have our securities registered in any state, and we will not do so until we receive expressions of interest from investors resident in specific states after they have reviewed our Registration Statement. We will comply with the relevant blue-sky laws of any state in which we decide to sell our securities.

26.

Efforts to comply with recently enacted changes in securities laws and regulations will increase our costs and require additional management resources, and we still may fail to comply.

As directed by Section 404 of the Sarbanes-Oxley Act of 2002, the SEC has adopted rules requiring public companies to include a report of management on their internal controls over financial reporting in their annual reports on Form 10-K. In addition, the public accounting firm auditing a public company’s financial statements must attest to and report on management’s assessment of the effectiveness of its internal controls over financial reporting. These requirements are not presently applicable to us, but may become subject to these requirements subsequent to the effective date of this prospectus. If and when these regulations become applicable to us, and if we are unable to conclude that we have effective internal controls over financial reporting or if our independent auditors are unable to provide us with an unqualified report as to the effectiveness of our internal controls over financial reporting as required by Section 404 of the Sarbanes-Oxley Act of 2002, investors could lose confidence in the reliability of our financial statements, which could result in a decrease in the value of our securities. We have not yet begun a formal process to evaluate our internal controls over financial reporting. Given the status of our efforts, coupled with the fact that guidance from regulatory authorities in the area of internal controls continues to evolve, substantial uncertainty exists regarding our ability to comply by applicable deadlines.

27.

Stockholders may have limited access to information because we are not yet a reporting issuer and may not become one.

While we intend to file a Form 8-A promptly after this registration statement becomes effective and thereby become a “reporting issuer” under Section 12 of the Securities Exchange Act of 1934, we are not currently a reporting issuer and upon this registration statement becoming effective we will be required to comply only with the limited reporting obligations required by Section 13(a) of the Exchange Act. These reporting obligations may be automatically suspended under Section 15(d) of the Exchange Act if on the first day of any fiscal year other than the fiscal year in which our registration statement became effective, there are fewer than 300 shareholders. If we do not become a reporting issuer and instead make a decision to suspend our public reporting, we will no longer be obligated to file periodic reports with SEC and your access to our business information will be restricted. In addition, if we do not become a reporting issuer, we will not be required to furnish proxy statements to security holders, and our directors, officers and principal beneficial owners will not be required to report their beneficial ownership of securities to the SEC pursuant to Section 16 of the Exchange Act.

28	Due to the possible necessity of obtaining and adhering to Government Regulations there may be a delay in the generating of revenues and / or the imposition of potential penalties.

Our proposed product, depending on how it is designed, may or may not relate to existing government regulations. The Design Patent details a combination plate and removable cover with lower cord access. If implemented with the plate as the actual outlet, it is possible government regulations will have to be considered. If the plate is designed to fit over an existing outlet and then provide an ornamental fitted cover over that, it is possible that the outlet manufacturer will be required to comply with government regulations but not our third party partner. The process for determining whether any final design meets government standards and then applying for any needed certification can be lengthy arduous and costly and it can only be undertaken once a design proposal by our third party partner has been made. No such applications have been made nor by the Company and not by any future licensees of the Design Patent and therefore as our Business model is to generate revenues from third party licensees of the product technology thru future royalty payments, and as the third party partner would be responsible for designing the final product, we cannot determine at this time if there would be any delay in being able to commence anything other than limited operations until such related applications are granted. These delays will accordingly have a delay and a detrimental effect on our generating revenues and could ultimately cause our business to fail if continuously delayed. Additionally the non-compliance to these regulatory acts may impose potential penalties to the Company and / or to the potential third party licensees. Finally, any third party partner will have to agree to undertake a study to determine if they product they design, based on our Design Patent, requires compliance with any existing government regulations.

Use of Proceeds

The net proceeds to us from the sale of up to 20,000,000 shares offered at a public offering price of $0.005 per share will vary depending upon the total number of shares sold. Regardless of the number of shares sold, we expect to incur offering expenses estimated at approximately $21,500, consisting of $20,000 for legal, accounting (incurred), and $1,500 of other costs in connection with this offering (estimated transfer agent fees). The table below shows the intended net proceeds from this offering we expect to receive for scenarios where we sell various amounts of the shares. Since we are making this offering without any minimum requirement, there is no guarantee that we will be successful at selling any of the securities being offered in this prospectus. Accordingly, the actual amount of proceeds we will raise in this offering, if any, may differ.

None of the proceeds from this offering will be used to pay the salaries to our officers and directors.

Percent of Net Proceeds Received

		40	%		60	%		80	%		100	%
Shares Sold		8,000,000			12,000,000			16,000,000			20,000,000
Gross Proceeds	$	40,000		$	60,000		$	80,000		$	100,000
Less Offering Expenses	$	(21,500	)	$	(21,500	)	$	(21,500	)	$	(21,500	)
Net Offering Proceeds	$	18,500		$	38,500		$	58,500		$	78,500

The Use of proceeds set forth below demonstrates how we intend to use the funds under the various percentages of amounts of the related offering. All amounts listed below are estimates.

	40%		60%		80%		100%
General working capital	$	—		—		—	$	6,550
Promotion and third Party Search for licensing the Patent	$	—		—		11,550	$	15,000
SEC compliance fees; legal, accounting, and transfer agent fees	$	—		11,550		20,000	$	30,000
Existing Liabilities ( including officer loans of $10,399)	$	18,500		26,950		26,950	$	26,950

Total	$	18,500		38,500		58,500	$	78,500

Our offering expenses are comprised of legal and accounting expenses and transfer agent fees relating to the offering. Our Officers and Directors will not receive any compensation for their efforts in selling our shares.

We intend to use the proceeds of this offering in the manner and in order of priority set forth above. We do not intend to use the proceeds to acquire assets or finance the acquisition of other businesses. At present, no material changes are contemplated. Should there be any material changes in the projected use of proceeds in connection with this offering, we will issue an amended prospectus reflecting the new uses.

In all instances, after the effectiveness of this registration statement, the Company will need some amount of working capital to maintain its general existence and comply with its public reporting obligations. Our Company estimates that we will need approximately an additional $30,000 per year to cover additional expenses for public reporting, legal fees, accounting, auditing, and transfer of agent fees. The Company recognizes that if it does not raise net proceeds of at least $65,134 in this offering, it will have to seek additional funds to cover these expenses. The $61,551 in net proceeds that we need to stay in business for twelve months is comprised of (i) $16,551 for existing liabilities, (ii) $15,000 for promotional and marketing expenses to locate and contract with one or more third party licensees, and (iii) $30,000 for SEC reporting expenses. While the existing liabilities on our balance sheet also include $10,399 in shareholder loans and $10,000 in deferred offering costs, the shareholders loans do not have a fixed repayment date and the deferred offering costs will be paid out of the gross proceeds from the offering. The net proceeds from the offering will not be used to pay either of these liabilities.

In addition to changing allocations because of the amount of proceeds received, we may change the use of proceeds because of required changes in our business plan. Investors should understand that we have wide discretion over the use of proceeds. Therefore, management decisions may not be in line with the initial objectives of investors who will have little ability to influence these decisions.

Determination of Offering Price

Our common stock is presently not traded on any market or securities exchange and we have not applied for listing or quotation on any public market. Our Company will be offering the shares of common stock being covered by this prospectus at a price of $0.005 per share. Such offering price does not have any relationship to any established criteria of value, such as book value or earnings per share. Because we have no significant operating history and have not generated any revenues to date, the price of our common stock is not based on past earnings, nor is the price of our common stock indicative of the current market value of the assets owned by us. No valuation or appraisal has been prepared for our business and potential business expansion.

The offering price was determined arbitrarily based on a determination by the Board of Directors of the price at which they believe investors would be willing to purchase the shares. Additional factors that were included in determining the offering price are the lack of liquidity resulting from the fact that there is no present market for our stock and the high level of risk considering our lack of profitable operating history.

Dilution

Purchasers of our securities in this offering will experience immediate and substantial dilution in the net tangible book value of their common stock from the initial public offering price. Historical net tangible book value per share of common stock is equal to our total tangible assets less total liabilities, divided by the number of shares of common stock outstanding as of December 31, 2013, as adjusted to give effect to the receipt of net proceeds from the sale of shares of common stock for $0.005, which represents net proceeds after deducting estimated offering expenses of $21,500. Dilution in net tangible book value per share represents the difference between the amount per share paid by purchasers of shares of our common stock in this offering and the net tangible book value per share of our common stock immediately following this offering. The following table represents the related Dilution under each offering scenario accordingly.

Shares Sold	8,000,000		12,000,000		16,000,000		20,000,000

Gross Proceeds less oferring Expenses	18,500		38,500		58,500		78,500

Historical Net Tangible Book Value before the Offering	(16,950	)	(16,950	)	(16,950	)	(16,950	)
Historical Net Tangible Book Value Per Share Before the Offering	(0.0006	)	(0.0006	)	(0.0006	)	(0.0006	)
Historical Net Tangible Book Value after the Offering	1,550		21,550		41,550		61,550
Historical Net Tangible Book Value Per Share after the Offering	(0.0001	)	(0.0004	)	0.0008		0.0012
Increase per share to exisiting Shareholders	0.0005		0.0002		0.0014		0.0018
Dilution Per Share to New Shareholders	0.0051		0.0054		0.0042		0.0038
Dilution Percentage to New investors in the Offering	102	%	108	%	84	%	76	%

The following table sets forth as of December 31, 2013, the number of shares of common stock purchased from us and the total consideration paid by our existing stockholders and by new investors in this offering if new investors purchase 100% of the offering, before deducting offering expenses payable by us, assuming a purchase price in this offering of $0.005 per share of common stock.

	Shares
	Number		Percent			Amount
Existing Stockholders		30,000,000		60	%	$	3,000
New Investors		20,000,000		40	%	$	100,000
Total		50,000,000		100	%	$	103,000

Our Business

General Development

We were incorporated in Delaware on February 10, 2012 and are a development stage company. A Design Patent Transfer and Sale Agreement was signed between Mr. Doug Sherman (the seller) and Triumph Ventures Corp. on September 9, 2012, for Design Patent 502687 for a protective combination plate and removable cover with lower cord access for receptacle and electrical plugs. This agreement granted Triumph Ventures Corp. exclusive rights, title and interest in and to the invention. All Intellectual Property rights, free and clear of any lien, charge, claim, preemptive rights, etc. for the invention.

We purchased the Design Patent from the seller, an individual with limited experience in the field of protective combination plate development. The seller did not develop any actual manufacturing designs for the Design Patent concept and did not attempt to commercialize the Design Patent prior to selling it to Triumph Ventures Corp. A prototype of our proposed product has not yet been designed or manufactured to test the capabilities of the potential product, and no testing has yet been performed regarding the ability of the proposed product to perform as expected or regarding the reliability or the cost-effectiveness of such a product. Except for having purchased the patent application from the seller, we do not have any relationship with the seller.

Our technology based on the design patent has the potential to become a household product or one used by corporations in offices, factories, etc. The design and development of a commercial product will be carried out by third party partners who agree to license the design and pay a portion of future royalties to maintain the license on an ongoing basis.

Our ideal third party partner will have extensive experience in electrical supply manufacturing (items such as outlets, wiring, plastics, etc.), possibly in the construction and renovation industries. We plan to initially promote our technology to major construction and building design companies, and then, depending on our success or lack of success in identifying and reaching an agreement to license our product to one or more third party partners, we may choose to expand our marketing to interior designers, department stores, industries that target home owners, etc. As our Directors are located in Israel, we will also approach top Israeli building and construction companies in an attempt to partner with them and license our product concept to them. We also intend to look to leaders in the field of interior design, as they may be interested in the ornamental aspects of our product more than the electrical and potential protective aspects of the concept. Beyond construction companies and renovation and corporate and home interior design companies, it is possible that major home supply companies targeting individual home owners may be interested in partnering with our design concept to provide value-added offerings to their customers.

We have not generated any revenues to date and our operations have been limited to organizational, start-up, and capital formation activities. We currently have no employees other than our Officers, who are also our Directors and work only part time.

We have never declared bankruptcy, have never been in receivership, and have never been involved in any legal action or proceedings. We have not made any significant purchase or sale of assets, nor has the Company been involved in any mergers, acquisitions or consolidations. We are not a blank check registrant as that term is defined in Rule 419(a)(2) of Regulation C of the Securities Act of 1933, because we have a specific business plan and purpose. Neither Triumph Ventures Corp., nor its Officers, Directors, promoters or affiliates, has had preliminary contact or discussions with, nor do we have any present plans, proposals, arrangements or understandings with any representatives of the owners of any business or company regarding the possibility of an acquisition or merger.

The Company believes it needs approximately 10 months to maintain operations to find such partners, as explained in the Plan of Operations section below. Assuming we raise net proceeds of at least $61,551 in this offering, we believe that we will have sufficient funds to cover operation expenses for 12 months.

Business Summary and Background

Triumph Ventures Corp. plans to license the patent-pending technology to one or more third party partners. These companies will be responsible for designing, developing, manufacturing and marketing the protective combination plate and removable cover with lower cord access for receptacle and electrical plugs. As soon as the company starts to raise equity (following the S-1 becoming effective), it will begin to use raised proceeds to spearhead the marketing campaign needed to identify and come to exclusive agreements with one or more 3 rd party manufacturers. We do not have any plans to manufacture or develop our product. Rather, we plan to license the Design Patent concept to one or more third party partners who will be responsible for designing, developing, manufacturing, and selling their product, branded with their corporate identity as they determine best fits their sales program. In exchange for this licensing agreement, the partner or partners will agree to pay to Triumph Ventures Corp. an upfront fee and royalties on an ongoing basis.

The technology was transferred to Triumph Ventures Corp. by Mr Doug Sherman (seller), in exchange for $8,000 United States dollars in a Design Patent Transfer and Sale Agreement on September 9, 2012.

THIRD-PARTY MANUFACTURERS

We will rely on third parties to design, develop, manufacture, and market a product based on the concept presented in our Design Patent for a protective combination plate and removable cover with lower cord access for receptacle and electrical plugs. We do not have any plans to manufacture or develop our product ourselves. Rather, we plan to license the patent-pending technology to one or more third party partners who will be responsible for designing, developing, manufacturing, and selling their product, branded with their corporate identity as they determine best fits their sales program. As part of the licensing agreement, our third party partner(s) will take responsibility for all aspects of development, ensuring that the design meets all applicable government regulations, if any, manufacturing, and marketing.

In exchange for this licensing agreement, the partner or partners will agree to pay to Triumph Ventures Corp. an upfront fee and royalties on an ongoing basis.

INTELLECTUAL PROPERTY

On September 9, 2012, we signed a Design Patent Transfer and Sale Agreement with Mr. Doug Sherman (seller), in relation to a protective combination plate and removable cover with lower cord access for receptacle and electrical plugs. As part of this agreement, Triumph Ventures Corp. was given all right; title and interest for the United States, territories, and possessions, and for all other countries in the world, in relation to a protective combination plate and removable cover for receptacle and electrical plugs.

The Design Patent 502687 is a design concept for an invention that is ornamental and protective, specifically for a protective combination of a plate that fits over an electrical outlet and a removable cover with lower cord access for receptacle and electrical plugs. It was invented by Mr. Douglas Sherman, who filed the Design Patent on May 24, 2004. The patent was issued on March 8, 2005.

COMPETITION

While there are many forms of electrical outlets on the market, and even ornamental, protective outlet covers, we have not found any that offer the same benefits as the Triumph Ventures Corp. Design Patent concept. For example, United States Patent 7067736 provides a method and apparatus for electrical box repair cover, and provides a means for repairing an outlet or other electrical repair box after it has been damaged. While it also provides a cover, its main implementation is after damage has occurred, while Triumph Venture’s Design Patent concept is intended for use at any time.

Patent, Trademark, License & Franchise Restrictions

Contractual Obligations & Concessions

As described above, we have entered into a Design Patent Transfer and Sale Agreement with Mr. Doug Sherman the seller of Design Patent 502687, which was invented by Mr. Douglas Sherman, for a protective combination plate and removable cover with lower cord access for receptacle and electrical plugs, in exchange for $8,000 United States dollars. According to this agreement, we acquired full rights to all title, and interest related to a protective combination plate and removable cover with lower cord access for receptacle and electrical plugs. This agreement was signed on September 9, 2012. No other trademarks, licenses, franchises, concessions, royalty agreements or labor contracts are in effect regarding this prospectus.

We plan to develop a website related to our invention, which we intend to use to promote, advertise, and potentially market our patent to third party partners interested in developing, manufacturing, and marketing our protective combination plate and removable cover with lower cord access for receptacle and electrical plugs. The site will be for information and promotion only, not for direct sales, as we intend to license the development, manufacturing, and marketing to these third party partners in exchange for an upfront payment and ongoing royalties. We intend to fully protect our protective combination plate and removable cover with lower cord access for receptacle and electrical plugs concept with copyright and trade secrecy laws.

Employees

Other than our current Directors and officers, Julius Klein and Shraga Soffer , we have no other full time or part-time employees. Our only employees, our Directors and officers, Julius Klein and Shraga Soffer, are expected to work approximately twenty hours per week. If and when we successfully find one or more 3 rd party partners who are interested and contracted to license our patent-pending invention, we may need additional employees to coordinate and monitor the agreements or to continue finding other partners for additional markets not covered by any existing agreements we may sign. We do not foresee any significant changes in the number of employees or consultants we will have over the next twelve months.

Transfer Agent

We have engaged Vstock Transfer LLC as our stock transfer agent , which is located at 77 Spruce Street , Cedarhurst, NY 11516 , USA. Their telephone number is (212) 828-8436 and their fax number is (646) 536-3179. The transfer agent is responsible for all record-keeping and administrative functions in connection with our issued and outstanding common stock.

Existing or Probable Government Regulations

We have performed extensive research in available documentation related to electric outlet coverings and building regulations

According to Chapter 3270 issued under Articles IX and X of the Public Welfare Code of Pennsylvania, Section 3270.65 “Protective receptacle covers shall be placed in electrical outlets accessible to children 5 years of age or younger.” While this regulates that electrical outlets must be covered by protective receptacle covers, it may or may not detail any specific regulations that pertain to the design concept of our Design Patent because the final design of any product based on our Design Patent will be determined by the third party partner. Currently, the Design Patent details a combination plate and removable cover with lower cord access. If the third party partner includes the plate part of the Design Patent, the third party partner will need to verify that it conforms to this regulation and any others it determines are applicable. Alternatively, if the third party partner designs the ornamental cover to fit existing outlets that would require their own covers, this regulation may not apply to our Design Patent. Covers that fit below our ornamental cover, would enable institutions to comply with this regulation without any connection to our Design Patent and/or any product created from it.

The United States Department of Labor’s Occupational Safety and Health Administration has numerous guidelines for safety related to electrical outlets, however, again, our concept, depending on how it is implemented may or may not include the outlet plate. As explained above, if our third party partner designs the ornamental cover part of the Design Patent, then it is not intended to protect individuals from being electrocuted and/or injured. By design, the concept is to allow access to the electrical outlet below the cover and therefore the manufacturer and installer would be responsible for properly installing the electric outlets according to all applicable government regulations and code.

Therefore, it is clear that only after an initial design is developed in preparation for manufacturing, can the third party partner review and determine whether there are any relevant government regulations that exist. Without an actual product and/or product design, it is not possible to determine this at this time and this has been reflected in the Risk Factors section.

Research and Development

We have incurred minimal research and development activities. We do, however, have plans to continue our research and development activities during our first year of operation.

If we are able to raise funds in this offering, we will retain one or more third parties marketing partners to help us promote and target potential third party licensees to license the concept detailed in our Design Patent with the aim of developing, manufacturing, and marketing a protective combination plate and removable cover with lower cord access for receptacle and electrical plugs. We have not yet entered into any agreements, negotiations, or discussions with any third parties with respect to such research and development activities. We do not intend to do so until we commence this offering. For a detailed description, see "Plan of Operation."

Description of Property

Our Principal executive offices are located at 8 Sharei Torah Street , Jerusalem 93784, Israel Phone number: 972-2-6428634. This location is the home of the office of the Director and we have been allowed to operate out of this location at no cost to the Company. We believe that this space is adequate for our current and immediately foreseeable operating needs. We do not have any policies regarding investments in real estate, securities, or other forms of property.

Management's Discussion & Analysis or Plan of Operation

You should read the following plan of operation together with our audited financial statements and related notes appearing elsewhere in this prospectus. This plan of operation contains forward-looking statements that involve risks, uncertainties, and assumptions. The actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those presented under "Risk Factors" or elsewhere in this prospectus.

Plan of Operation

We are a development stage company that has acquired Design Patent 502687 for a protective combination plate and removable cover with lower cord access for receptacle and electrical plugs. We do not have any plans to manufacture or develop our product. Rather, we plan to license the concept detailed in our Design Patent to one or more third party partners who will be responsible for designing, developing, manufacturing, and selling their product, branded with their corporate identity as they determine best fits their sales program. In exchange for this licensing agreement, the partner or partners will agree to pay to Triumph Ventures Corp. an upfront fee and royalties on an ongoing basis.

To accomplish finding such third party partners, we plan to engage in a determined marketing and promotional campaign to identify and target potential partners. For this purpose, we plan:

Phase 1: Preparatory Tasks (2 months): includes the development of marketing materials about the Design Patent; the potential benefits and market, why consumers might be interested in purchasing such a product, designing and branding Triumph Ventures Corp. as a recognizable potential partner for cooperation, etc.

Phase 2: Research and identify potential partners (2 month): We anticipate this stage will take approximately 2 months, as we believe it best to create a detailed priority list rather than simply target one company at a time. We will analyze the benefits of each company as potential partners measured against the efforts we believe we can expect them to take and confirm we have all the necessary marketing and technical materials needed to professionally approach and negotiate with such partners. During this phase, we plan to identify as many potential partners as possible and determine the best strategies for approaching each, based on their current operations and target markets. We may need to hire third party business consultants for this purpose or our Directors and Officers may undertake this effort themselves.

Phase 3: Marketing to potential third party partners (estimated for 6 months): This will involve hiring marketing consultants and strategists to contact potential development partners and negotiate licensing agreements with them. We are open to signing many agreements in non-competing geographical areas or to signing more global cross-area agreements to cover many regions at once. Only once the potential licensing partners are identified (in phase 2), can we determine the best method for phase 3.We anticipate this could take up to 6 months, but may take longer or shorter depending on the efforts of the marketing team.

Depending on the relative success of this offering, the following table details how we intend to use the funds to execute our plan of operation. All amounts listed below are estimates.


	40%		60%		80%		100%
General working capital	$	—		—		—	$	6,550
Promotion and 3 rd Party Search for licensing the Patent	$	—		—		11,550	$	15,000
SEC compliance fees; legal, accounting, and transfer agent fees	$	—		11,550		20,000	$	30,000
Existing Liabilities	$	18,500		26,950		26,950	$	26,950

Total	$	18,500		38,500		58,500	$	78,500

We intend to use the proceeds of this offering in the manner and in order of priority set forth above.

If net proceeds of less than $61,551 are raised from this offering, we will attempt to raise additional capital through the private sale of our equity securities or borrowings from third party lenders. We have no commitments or arrangements from any person to provide us with any additional capital. If additional financing is not available when needed, we may need to dramatically change our business plan, sell the Company or cease operations. We do not presently have any plans, arrangements, or agreement s to sell or merge our Company.

Our auditors have issued an opinion on our financial statements which includes a statement describing our going concern status. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills and meet our other financial obligations. This is because we have not generated any revenues and no revenues are anticipated until we begin marketing the product. Accordingly, we must raise capital from sources other than the actual sale of the product. We must raise capital to implement our project and stay in business. Even if we raise the maximum amount of money in this offering, we do not know how long the money will last, however, we do believe it will last at least twelve months.

General Working Capital

We may be wrong in our estimates of funds required in order to proceed with executing our general business plan described herein. Should we need additional funds, we would attempt to raise these funds through additional private placements or by the issuance of convertible debt by the company as it starts to plan for seeking further financing through the placing of equity and/or debt securities in Q3 and Q4 of 2014 . The company currently has no arrangements with any entities with regard to this debt. We do not have any arrangements with potential investors or lenders to provide such funds and there is no assurance that such additional financing will be available when required in order to proceed with the business plan or that our ability to respond to competition or changes in the market place or to exploit opportunities will not be limited by lack of available capital financing. If we are unsuccessful in securing the additional capital needed to continue operations within the time required, we may not be in a position to continue operations.

We can offer no assurance that we will raise any funds in this offering. As disclosed above, we have no revenues and, as such, if we are unable to raise net proceeds of at least $65,134, we may attempt to sell the Company or be forced to file for bankruptcy within twelve months. We do not have any current intentions, negotiations, or arrangements to merge or sell the Company.

The Company has, as of December 31, 2013 total liabilities of approximately $44,710 and will need to seek additional funds in addition to the gross proceeds raised from the Offering, through equity financing to satisfy these liabilities; the gross proceeds raised from this offering will not suffice to satisfy all of the outstanding liabilities of the Company.

We are not aware of any material trend, event or capital commitment, which would potentially adversely affect liquidity. We may need additional funds. In this case, we would attempt to raise these funds through additional private placements or by the issuance of convertible debt by the company as it starts to plan for seeking further financing through the placing of equity and/or debt securities. The company currently has no arrangements with any entities with regard to this debt. We do not have any arrangements with potential investors or lenders to provide such funds and there is no assurance that such additional financing will be available when required in order to proceed with the business plan or that our ability to respond to competition or changes in the market place or to exploit opportunities will not be limited by lack of available capital financing. If we are unsuccessful in securing additional capital needed to continue operations within the time required, we may not be in a position to continue operations.

Quantitative and Qualitative Disclosures about Market Risk.

Management does not believe that we face any material market risk exposure with respect to derivative or other financial instruments or otherwise.

Analysis of Financial Condition and Results of Operations

The Company has had limited operations since its inception and limited funds. Since our business was formed, we have incurred the following business expenses: incorporation fees, purchase of the patent application, legal and accounting fees, S-1 preparation and filing fees and transfer agent and other small misc fees. The Company plans to raise equity from this offering and through additional private placements or by the issuance of convertible debt. There are currently no arrangements in place of any form of financing; however the Company is not aware of any uncertainties and or other events that will preclude the Company from raising equity in the normal manner of its business conducts. The Company has no commitments for capital expenditures and is not aware of any material trends that will have a favorable and / or unfavorable outcome on the Company seeking in the future equity financing. The Company has limited operations and is not aware of any trends or uncertainties that will have an impact on the Company’s future operations. The Company has no off balance sheet arrangements. The Company has no contractual obligations, long term debt, capital leases, operating leases, purchase obligations at this time other than its current liabilities in the amount of $26,950 reflected in the Financial Statements as at December 31, 2013.

Other

Except for historical information contained herein, the matters set forth above are forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ from those in the forward-looking statements.

Recently Issued Accounting Pronouncements

Comprehensive Income

In February 2012, the FASB issued “Comprehensive Income: Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“AOCI”)” which improves the reporting of reclassifications out of AOCI. The amendment requires an entity to report the effect of significant reclassifications out of AOCI on the respective line items in net income. For other amounts not required to be reclassified to net income, an entity is required to cross-reference other disclosures required under U.S. GAAP that provide additional detail about these amounts. This amendment became effective January 1, 2013 and the effect of adopting this updated guidance did not have an impact on the Company’s financial position or results of operations.

Presentation of Unrecognized Tax Benefits

In July 2013, the FASB issued “Income Taxes: Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carry forward, a Similar Tax Loss, or a Tax Credit Carry forward Exists” which improves the reporting of unrecognized tax benefits. The amendment requires an entity to present an unrecognized tax benefit as a reduction to deferred tax assets for NOLs or tax credit carry forward, unless the NOL or tax credit carry forward is not available under the tax law or not intended to be used as of the reporting date to settle any additional income taxes that would be due from the disallowance of a tax position. Under that exception, the unrecognized tax benefit should be presented as a liability instead of being netted against deferred tax assets for NOLs or tax credit carry forward. This amendment is effective for fiscal quarters and years beginning after December 15, 2013. The Company adopted this updated guidance early and it did not have an impact on the Company’s financial position or results of operations.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

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.

Inflation

The amounts presented in the financial statements do not provide for the effect of inflation on the Company’s operations or its financial position. Amounts shown for machinery, equipment, and leasehold improvements and for costs and expenses reflect historical cost and do not necessarily represent replacement cost. The Company believes that the current inflation does not have a material impact on the net operating loss.

Market for Common Equity

Related Stockholder Matters

Market Information

There has been no market for our securities. Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the Financial Industry Regulatory Authority, FINRA for our common stock to eligible for trading. We do not yet have a market maker who has agreed to file such application. There is no assurance that a trading market will develop, or, if developed, that it will be sustained. Consequently, a purchaser of our common stock may find it difficult to resell the securities offered herein should the purchaser desire to do so when eligible for public resale.

Security Holders

As of March 4 2014 , there were 30,000,000 shares of common stock issued and outstanding, which were held by two stockholders of record.

Dividend Policy

We have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed relevant by the Board of Directors. There are no contractual restrictions on our ability to declare or pay dividends.

Securities Authorized Under Equity Compensation Plans

We have no equity compensation plans.

Directors, Executive Officers, Promoters

Control Persons

Directors and Executive Officers

The following table sets forth certain information regarding the members of our Board of Directors and our executive officers as of March 4, 2014

Name	Age	Positions and Offices Held

Julius Klein	59	President and Director

Shraga Soffer	40	Secretary, Director and Principal Accounting and Financial Officer

Our Directors hold office until the next annual meeting of our stockholders or until their successors are duly elected and qualified. According to our bylaws, if a director is elected by cumulative voting, a director may be removed only by the shareholders and then only when the votes cast against his removal would not be sufficient to elect him if voted cumulatively at an election at which the same total number of votes were cast and the entire board or the entire class of directors of which he is a member were then being elected.

Set forth below is a summary description of the principal occupation and business experience of each of our Directors and executive officers for at least the last five years.

Julius Klein has been our President and Director since the Company's inception on February 10, 2012. Julius Klein studied at Wayne University from August 1969 thru January 1973 where he received his Bacelors degree of accounting .From February 1973 untill June 1977 Julius worked at the Internal Revenue Service where from July 1977 he continued his carrear as an accountant at various public accounting firms in NYC thru September 1985.From October 1985 thru present Julius has worked as a self-practitioner and runs a small accounting firm focused on US tax compliance and general consulting .

Julius Klein also has served and currently serves on the Board Of Directors since April 1993 , of a non for profit organization called "Childrens Bridge of Zichron Menachem ", which supports young children suffering from the cancer disease with therapeutic activities in Israel . Mr Klein also serves on the Board of Directors of "American Friends of Bnot Chayil" a non for profit organization which caters social needs for educational support in Israel and in the US to its students.

The Board believes that Mr Klein should serve as a Director and Chief Executive Officer due to his management and administrative skills all of which enable him to provide oversight and direction of the Company including overseeing its business operations and bringing the Company to its objective goals.

Shraga Soffer has been our President and Director since the Company's inception on February 10, 2012

Mr Soffer since January 1993 thru August 1997 studied Jewish History and Political Science at the institution "Heichal Hatorah ". From September 1997 he served in the Israeli Defence Force (assisting to identify unfortunate casualties of war ) whereby being an expert in finger prints , until May of 1999 , whereby from then he managed the finances of a hardware store in Jerusalem until April 2003 . From May 2003 he was the Director of Finance and Secretary of a School in Jerusalem , Israel of approximately 800 students until January 2006 whereby from then he worked at "Matrix" a Computer Software Company in the Central of Israel as a manager until October 2012 . From October 2012 Mr Soffer is the Director and Secretary of his own private practice of security infrastructures .

Mr Soffer also donates part of his time to Israeli Police force ( due to his army experience ) for the identification of civil casualties .

The Board believes that Mr Soffer should serve as a Director and as an accounting and finance Officer due to his accounting and finance knowledge and administrative skills all of which enable him to provide oversight and direction of the Company including overseeing all the financial aspects and reporting of the Company.

There are no familial relationships among any of our Directors or officers. None of our Directors or officers is or has been a Director or has held any form of directorship in any other U.S. reporting companies except as mentioned above. None of our Directors or officers has been affiliated with any company that has filed for bankruptcy within the last five years. The Company is not aware of any proceedings to which any of the Company’s Officers or Directors, or any associate of any such officer or Director, is a party that are adverse to the Company. We are also not aware of any material interest of any of our officers or directors that is adverse to our own interests.

Each Director of the Company serves for a term of one year or until the successor is elected at the Company's annual stockholders' meeting and is qualified, subject to removal by the Company's stockholders. Each Officer serves, at the pleasure of the Board of Directors, for a term of one year and until the successor is elected at the annual meeting of the Board of Directors and is qualified.

Audit Committee and Financial Expert

We do not have an audit committee or an audit committee financial expert. Our corporate financial affairs are simple at this stage of development and each financial transaction can be viewed by any officer or Director at will.

Code of Ethics

We do not currently have a Code of Ethics applicable to our principal executive, financial and accounting officers; however, the Company plans to implement such a code in the third quarter of 2014.

Potential Conflicts of Interest

Since we do not have an audit or compensation committee comprised of independent Directors, the functions that would have been performed by such committees are performed by our Board of Directors. Thus, there is a potential conflict of interest in that our Directors have the authority to determine issues concerning management compensation, in essence their own, and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our Executives or Directors.

Involvement in Certain Legal Proceedings

We are not aware of any material legal proceedings that have occurred within the past five years concerning any Director, Director nominee, or control person which involved a criminal conviction, a pending criminal proceeding, a pending or concluded administrative or civil proceeding limiting one's participation in the securities or banking industries, or a finding of securities or commodities law violations.

Executive Compensation

We have not paid, nor do we owe, any compensation to our executive officer. We have not paid any compensation to our Officers since our inception to date. We have no employment agreements with any of our executive officers or employees.

SUMMARY COMPENSATION TABLE

		Annual Compensation						Long Term Compensation
Name and Principal Position	Year (1)	Salary		Bonus		Stock Awards		Option Awards		NonEquity Incentive Plan Compensation		Nonqualified Deferred Compensation Earnings		All Other Compensation		Total
Julius Klein
President and Director and for the period February 10, 2012 thru December 31, 2013	2012	$	0.00	$	0.00	$	0.00	$	0.00	$	0.00	$	0.00	$	0.00	$	0.00
Shraga Soffer
Secretary and Director and Principal Accounting and Financial Officer and for the period February 10, 2012 thru December 31, 2013	2012	$	0.00	$	0.00	$	0.00	$	0.00	$	0.00	$	0.00	$	0.00	$	0.00

(1)

We were incorporated on February 10, 2012.

(2)

No compensation has been paid in 2014

Option/SAR Grants

We do not currently have a stock option plan. No individual grants of stock options, whether or not in tandem with stock appreciation rights known as SARs or freestanding SARs have been made to any executive officer or any Director since our inception; accordingly, no stock options have been granted or exercised by any of the officers or Directors since we were founded.

Long-Term Incentive Plans and Awards

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance. No individual grants or agreement s regarding future payouts under non-stock price-based plans have been made to any Executive Officer or any Director or any employee or consultant since our inception; accordingly, no future payouts under non-stock price-based plans or agreement s have been granted or entered into or exercised by our officer or Director or employees or consultants since we were founded.

Compensation of Directors

There are no arrangements pursuant to which our Director is or will be compensated in the future for any services provided as a Director.

Employment Contracts, Termination of Employment

Change-in-control Arrangements

There are currently no employment agreements or other contracts or arrangements with our Officers or Directors. There are no compensation plans or arrangements, including payments to be made by us, with respect to our Officers, Directors or Consultants that would result from the resignation, retirement or any other termination of any of our Directors, officers or consultants. There are no arrangements for our Directors, Officers, Employees or Consultants that would result from a change-in-control.

Certain Relationships and Related Transactions

Other than the transactions discussed below, we have not entered into any transaction nor are there any proposed transactions in which our Director, executive officer, stockholders or any member of the immediate family of the foregoing had or is to have a direct or indirect material interest.

On February 20, 2012, we subscribed 15,000,000 shares of our common stock to Mr. Julius Klein , our President and Director, for a payment of $1,500. On May 22, 2013, Mr. Klein paid this amount to us in cash. We believe this issuance was deemed to be exempt under Regulation S of the Securities Act. No advertising or general solicitation was employed in offering the securities. The offering and sale were made only to a non-U.S. citizen, and transfer was restricted by us in accordance with the requirements of the Securities Act of 1933.

On February 20, 2012, we subscribed 15,000,000 shares of our common stock to Mr. Shraga Soffer , our Secretary and Director and Principal Financial Officer, for a payment of $1,500. On May 22, 2013, Mr. Soffer paid this amount to us in cash. We believe this issuance was deemed to be exempt under Regulation S of the Securities Act. No advertising or general solicitation was employed in offering the securities. The offering and sale were made only to a non-U.S. citizen, and transfer was restricted by us in accordance with the requirements of the Securities Act of 1933.

As of December 31, 2013, loans from our two Directors and officers (Mr. Julius Klein and Mr Shraga Soffer ) made in cash amounted to $10,399 representing working capital advances from directors who are also stockholders of the Company. The loans are unsecured, non-interest bearing, and due on demand. No formal written agreement regarding this loan was signed, however it is documented in the accounting records of the Company.

Director Independence

According to Item 407 (a)(1)(ii), we are not subject to listing requirements of any national securities exchange or national securities association and, as a result, we are not at this time required to have our board comprised of a majority of “independent Directors.” We do not believe that any of our directors currently meets the definition of “independent” as promulgated by the rules and regulations of NASDAQ.

Security Ownership of Certain Beneficial Owners and Management

(i) The following table sets forth certain information concerning the ownership of the Common Stock by (a) each person who, to the best of our knowledge, beneficially owned on that date more than 5% of our outstanding common stock, (b) each of our Directors and executive officers and (c) all current Directors and executive officers as a group. The following table is based upon an aggregate of 30,000,000 shares of our common stock outstanding as of March 4 2014

Name and Address of Beneficial Owner	Number of Shares of Common Stock Beneficially Owned or Right to Direct Vote (1)		Percent of Common Stock Beneficially Owned or Right to Direct Vote (1)
Julius Klein 3 Frank Street Jerusalem 9638743 Israel		15,000,000		50	%

Shraga Soffer Rashbi 13 Modiin Elit Israel		15,000,000		50	%

All stockholders, and / or Directors and / or executive officers as a group (Two persons)		30,000,000		100	%

(1) Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (the "SEC") and generally includes voting or investment power with respect to securities. In accordance with SEC rules, shares of common stock issuable upon the exercise of options or warrants which are currently exercisable or which become exercisable within 60 days following the date of the information in this table are deemed to be beneficially owned by, and outstanding with respect to, the holder of such option or warrant. Except as indicated by footnote, and subject to community property laws where applicable, to our knowledge, each person listed is believed to have sole voting and investment power with respect to all shares of common stock owned by such person.

Legal Proceedings

There are no pending legal proceedings to which the Company or any Director, officer or affiliate of the Company, any owner of record or beneficial holder of more than 5% of any class of voting securities of the Company, or security holder is a party that is adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.

Description of Securities

The following description of our capital stock is a summary and is qualified in its entirety by the provisions of our Certificate of Incorporation, with amendments, all of which have been filed as exhibits to our registration statement of which this prospectus is a part.

Our Common Stock

We are authorized to issue 200,000,000 shares of our Common Stock, $0.0001 par value, of which, as of March 4 2014 , 30,000,000 shares are issued and outstanding. Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the stockholders. Under Delaware Law, a corporation’s stockholders may appoint Directors by cumulative voting as set forth in its certificate of incorporation, however, our certificate of incorporation does not include such a right and therefore our holders of common stock do not have cumulative voting rights. Holders of common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the Board of Directors in its discretion from funds legally available therefore. In the event of our liquidation, dissolution, or winding up, the holders of common stock are entitled to share pro rata all assets remaining after payment in full of all liabilities. Pursuant to Article X, Section 6 of our by-laws we have the ability to hold our shareholders liable for calls on partly paid shares in accordance with Delaware General Corporations Law §156 and to redeem shares called by us in accordance with Delaware General Corporations Law §160. Holders of common stock have no preemptive rights to purchase our common stock. There are no conversion or redemption rights or sinking fund provisions with respect to the common stock.

Delaware General Corporations Law §156 states that the corporation MAY (emphasis added) issue shares as partially paid and subject to a call on the remaining amount due for the purchase of the issued shares. At the present time, the Corporation has not intent to issue shares for partial payment”

The restrictions on the ability of shareholders to call meetings in Article III, the authority of your board of directors to set the size of your board and appoint directors in Article V, and limitations on the ability to remove directors in Article V of Exhibit 3.2 would have an effect of delaying, deferring, or preventing a change in control.

Article III, Section 2, states, “Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the chairman or the president or vice president (if any) or secretary at the request in writing of the majority of the members of the Board of Directors or holders of a majority of the total voting power of all outstanding shares of stock of this corporation then entitled to vote, and may not be called by the stockholders absent such request. Any such request shall state the purpose or purposes of the proposed meeting.” Accordingly, it would take shareholders owning a majority of the shares to call such a meeting. In the event that management owns a majority of the shares entitled to vote, the minority shareholders would have no authority to call a special meeting in the event they wished to attempt to remove the management of the Company

Article V, Section 1 states, “The first Board of Directors and all subsequent Boards of the Corporation shall consist of at least one person, unless and until otherwise determined by vote of a majority of the entire Board of Directors. Directors shall be at least eighteen years of age and need not be residents of the State of Delaware nor shareholders of the corporation. The directors, other than the first Board of Directors, shall be elected at the annual meeting of the shareholders, except as hereinafter provided, and each director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. The first Board of Directors shall hold office until the first annual meeting of shareholders.” The effect of this provision precludes the minority shareholders from being able to affect the number of directors of the Company because the current members of the Board of Directors have the sole authority to determine the number of directors. Since the minority shareholders cannot elect any directors, where the absence of cumulative voting is in existence, as currently exists, the minority shareholders can never elect a director of their choosing. This effectively precludes any takeover attempt without the approval of the directors then sitting on the Board

Our Preferred Stock

We have not authorized the issuance of shares of preferred stock. In order to authorize the issuance of shares of preferred stock, our stockholders and Directors will be required to amend our Certificate of Incorporation to designate and fix the relative rights, preferences and limitations of the preferred stock.

Anti-Takeover Effects Of Provisions of the Articles of Incorporation Authorized and Unissued Stock

The authorized but unissued shares of our common stock are available for future issuance without our stockholders’ approval. These additional shares may be utilized for a variety of corporate purposes including but not limited to future public or direct offerings to raise additional capital, corporate acquisitions and employee incentive plans. The issuance of such shares may also be used to deter a potential takeover of the Company that may otherwise be beneficial to stockholders by diluting the shares held by a potential suitor or issuing shares to a stockholder that will vote in accordance with the Company’s Board of Directors’ desires. A takeover may be beneficial to stockholders because, among other reasons, a potential suitor may offer stockholders a premium for their shares of stock compared to the then-existing market price.

Shares Eligible for Future Sale

Prior to this offering, there has been no public market for our common stock. We cannot predict the effect, if any, that market sales of shares of our common stock or the availability of shares of our common stock for sale will have on the market price of our common stock. Sales of substantial amounts of our common stock in the public market could adversely affect the market prices of our common stock and could impair our future ability to raise capital through the sale of our equity securities.

Upon completion of this offering, assuming all of the offered shares are purchased, we will have a total of 50,000,000 shares of common stock outstanding. The 20,000,000 shares sold in this offering will be freely tradable without restriction, or further registration under the Securities Act, unless those shares are acquired by our “affiliates,” as that term is defined in Rule 144 under the Securities Act. The remaining 30,000,000 shares of common stock outstanding will be restricted as a result of securities laws. Restricted securities may be sold in the public market only if they have been registered or if they qualify for an exemption from registration under Rule 144 under the Securities Act.

Rule 144

As of March 4 2014 , there are two (2) stockholders of record holding a total of 30,000,000 shares of our common stock. All of our issued shares of common stock are "restricted securities", as that term is defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. All of these 30,000,000 shares are held by our “affiliates”, as such term is defined in Rule 144, and as long as the Company is a non-reporting issuer and has operations for at least a year, the shares may be sold in the public market commencing one year after their acquisition , subject to the availability of current public information, volume restrictions, and certain restrictions on the manner of sale. If the Company becomes a reporting issuer, the holding period is reduced to six months, but the other restrictions remain in place. Since we have not commenced operations and we have nominal operations and nominal non-cash assets, we are considered an issuer with no or nominal operations and no or nominal non-cash assets, and Rule 144(i) applies to us. Therefore, our stockholders holding unregistered shares will be unable to use Rule 144 to resell their stock until at least 12 months after we have operations and more than nominal assets.

Plan of Distribution

Our offering price of $0.005 per share was arbitrarily decided upon by our management and is not based upon earnings or operating history, does not reflect our actual value, and bears no relation to our earnings, assets, book value, net worth, or any other recognized criteria of value. No independent investment banking firm has been retained to assist in determining the offering price for the shares. Such offering price was not based on the price of the issuance to our founders. Accordingly, the offering price should not be regarded as an indication of any future price of our stock.

We anticipate applying for trading of our common stock on the over-the-counter (OTC) Bulletin Board upon the effectiveness of the registration statement of which this prospectus forms. a part. To have our securities quoted on the OTC Bulletin Board we must: (1) be a company that reports its current financial information to the Securities and Exchange Commission, banking regulators or insurance regulators; and (2) has at least one market maker who completes and files a Form 211 with FINRA Regulation, Inc. The OTC Bulletin Board differs substantially from national and regional stock exchanges because it (1) operates through communication of bids, offers and confirmations between broker-dealers, rather than one centralized market or exchange; and, (2) securities admitted to quotation are offered by one or more broker-dealers rather than "specialists" which operate in stock exchanges. We have not yet engaged a market maker to assist us to apply for quotation on the OTC Bulletin Board and we are not able to determine the length of time that such application process will take. Such time frame is dependent on comments we receive, if any, from the FINRA regarding our Form 211 application.

There is currently no market for our shares of common stock. There can be no assurance that a market for our common stock will be established or that, if established, such market will be sustained. Therefore, purchasers of our shares registered hereunder may be unable to sell their securities, because there may not be a public market for our securities. As a result, you may find it more difficult to dispose of, or obtain accurate quotes of our common stock. Any purchaser of our securities should be in a financial position to bear the risks of losing their entire investment.

We intend to sell the shares in this offering through Mr. Julius Klein , and/or Mr. Shraga Soffer who are officers and Directors of the Company. They will receive no commission from the sale of any shares. They will not register as a broker-dealer under section 15 of the Securities Exchange Act of 1934 in reliance upon Rule 3a4-1. Rule 3a4-1 sets forth those conditions under which a person associated with an issuer may participate in the offering of the issuer's securities and not be deemed to be a broker/dealer. As Mr. Julius Klein and Mr. Shraga Soffer are Israeli citizens and do not reside in the US, and since our operations are in Israel, this offer will primarily be directed to residents of Israel. Because a design patent from the United States is well respected, and a corporation established in the United States is one that is taken seriously, our Directors have pursued this connection. However, their primary sales connections are in Israel and as such, will be directed to this market. Should they choose to attempt to sell shares in the United States, they are aware that this will present challenges and they may not be successful. These challenges include, but may not be limited to, having a Company incorporated in the United States with offices, directors, and officers in a foreign country, in this case, Israel, and which primarily plans sales for the Israeli market initially, as well as other factors listed in the Risk Factors sections.

The conditions are that:

1. The person is not statutorily disqualified, as that term is defined in Section 3(a)(39) of the Act, at the time of his participation; and,

2. The person is not compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities;

3. The person is not at the time of their participation, an associated person of a broker/dealer; and,

4. The person meets the conditions of Paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that he (A) primarily perform, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of the Issuer otherwise than in connection with transactions in securities; and (B) is not a broker or dealer, or an associated person of a broker or dealer, within the preceding twelve (12) months; and (C) do not participate in selling and offering of securities for any Issuer more than once every twelve (12) months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).

Neither Julius Klein nor Shraga Soffer are statutorily disqualified, are not being compensated, and are not associated with a broker/dealer. They are and will continue to be our officers at the end of the offering and have not been during the last twelve months and are currently not a broker/dealer or associated with a broker/dealer. They have not during the last twelve months and will not in the next twelve months offer or sell securities for another corporation.

We will not utilize the Internet to advertise our offering.

OFFERING PERIOD AND EXPIRATION DATE

This offering will start on the date of this registration statement is declared effective by the SEC and continue for a period of 180 days. We may extend the offering period for an additional 90 days, or unless the offering is completed or otherwise terminated by us if we have not been able to raise the money by the end of the initial period. We will not accept any money until this registration statement is declared effective by the SEC. Once investors execute and deliver the subscription agreement with funds and we accept such subscription, they will be entitled to their shares and become registered shareholders with all the rights and privileges that entails. We will issue stock certificates to investors as soon as practicable after acceptance of the subscription.

PROCEDURES FOR SUBSCRIBING

We will not accept any money until this registration statement is declared effective by the SEC. Once the registration statement is declared effective by the SEC, if you decide to subscribe for any shares in this offering, you must:

1. Execute and deliver a subscription agreement

2. Deliver a check or certified funds to us for acceptance or rejection.

All checks for subscriptions must be made payable to "Triumph Ventures Corp."

Right to Reject Subscriptions

We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned by us to the subscriber within 3 business days of our having received the monies, without interest or deductions.

Underwriters

We have no underwriter and do not intend to have one. In the event that we sell or intend to sell by means of any arrangement with an underwriter, then we will file a post-effective amendment to this S-1 to accurately reflect the changes to us and our financial affairs and any new risk factors, and in particular to disclose such material relevant to this Plan of Distribution.

Regulation M

We are subject to Regulation M of the Securities Exchange Act of 1934. Regulation M governs activities of underwriters, issuers, selling security holders, and others in connection with offerings of securities. Regulation M prohibits distribution participants and their affiliated purchasers from bidding for purchasing or attempting to induce any person to bid for or purchase the securities being distribute.

Section 15(G) of the Exchange Act

Our shares are penny stocks are covered by section 15(g) of the Securities Exchange Act of 1934 which imposes additional sales practice requirements on broker/dealers who sell the Company's securities including the delivery of a standardized disclosure document; disclosure and confirmation of quotation prices; disclosure of compensation the broker/dealer receives; and, furnishing monthly account statements. For sales of our securities, the broker/dealer must make a special suitability determination and receive from its customer a written agreement prior to making a sale. The imposition of the foregoing additional sales practices could adversely affect a shareholder's ability to dispose of his stock.

Changes In and Disagreements with Accountants On Accounting And Financial Disclosure

Weinberg and Baer, LLC. is our registered independent auditor. There have not been any changes in or disagreements with our auditors on accounting and financial disclosure or any other matter.

Indemnification for Securities Act Liabilities

Our bylaws in Article XII provide that to the fullest extent permitted by Delaware law, the Company shall indemnify our Directors and officers against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with any threatened, pending or completed action, suit, or proceeding in which such person was or is a party or is threatened to be made a party by reason of the fact that such person is or was a director or officer of the corporation.

The indemnification provisions in our bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. In addition, your investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. We believe that the indemnification provisions in our bylaws are necessary to attract and retain qualified persons as Directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to Directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a Director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such Director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Legal Matters

The legal opinion rendered by Thomas J. Craft, Jr., Esq. regarding the common stock of the Company to be registered on Form S-1 is as set forth in his opinion letter included in this prospectus.

Experts

Our financial statements as of December 31, 2013, and for the period then ended and cumulative from inception (February 10, 2012), appearing in this prospectus and registration statement have been audited by Weinberg and Baer, LLC., an independent registered Public Accounting Firm, as set forth on their report thereon appearing elsewhere in this prospectus, and are included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing.

Interest of Named Experts and Counsel

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis or had, or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in the Registrant or any of its parents or subsidiaries. Nor was any such person connected with the Registrant or any of its parents, subsidiaries as a promoter, managing or principal underwriter, voting trustee, Director, officer, or employee.

Available Information

We have filed with the SEC a registration statement on Form S-1, including exhibits, schedules and amendments filed with the registration statement, under the Securities Act with respect to the shares of common stock being offered. This prospectus does not contain all of the information described in the registration statement and the related exhibits and schedules, portions of which have been omitted as permitted by the rules and regulations of the SEC. A copy of the registration statement and the related exhibits, schedules and amendments may be inspected without charge at the public reference facilities maintained by the SEC in Washington D.C. at 100 F Street, N.E., Room 1580, Washington, D.C. 20549, and copies of all or any part of the registration statement may be obtained from these offices upon the payment of the fees prescribed by the SEC. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the site is http://www.sec.gov

Reports to Security Holders

We will make available to securities holders an annual report, including audited financials, on Form 10-K. While we intend to file a Form 8-A promptly after this registration statement becomes effective and thereby become a “reporting issuer” under Section 12 of the Securities Exchange Act of 1934, we are not currently a reporting issuer and upon this registration statement becoming effective we will be required under Section 15(d) of the Exchange Act to file the periodic reports required by Section 13(a) of the Exchange Act with respect to each class of securities covered by our registration statement. These reporting obligations may be automatically suspended under Section 15(d) of the Exchange Act if on the first day of any fiscal year other than the fiscal year in which our registration statement became effective there are fewer than 300 shareholders. On the other hand, if we become a reporting issuer under Section 12 of the Securities Exchange Act of 1934, we will be subject to all of the obligations incumbent on a company with securities registered under Section 12 of the Exchange Act, including the continuing obligation to file the Section 13(a) reports; the directors, officers, and principal stockholders beneficial ownership disclosure requirements of Section 16 of the Exchange Act; and the proxy rules and regulations of Section 14 of the Exchange Act.

We furnish to our shareholders the Financial Statements for the years ending December 31 2012 and December 31 2013

TRIUMPH VENTURES CORP.

(A DEVELOPMENT STAGE COMPANY)

INDEX TO FINANCIAL STATEMENTS

DECEMBER 31, 2013

Report of Registered Independent Auditors	F-2

Financial Statements-

Balance Sheets as of December 31, 2013 and 2012	F-3

Statements of Operations for the Year Ended December 31, 2013,
The period ended December 31, 2012 and Cumulative from Inception	F-4

Statement of Changes in Stockholders’ Equity for the
Periods from Inception through December 31, 2013.	F-5

Statements of Cash Flows for the Year Ended December 31, 2013,
The Period Ended December 31, 2012 and Cumulative from Inception	F-6

Notes to Financial Statements	F-7

F-1

REPORT OF REGISTERED INDEPENDENT AUDITORS

To the Board of Directors and Stockholders

of Triumph Ventures Corp.:

We have audited the accompanying balance sheet of Triumph Ventures Corp. (a Delaware corporation in the development stage) as of December 31, 2013 and 2012, and the related statements of operations, stockholders’ equity, and cash flows for the year ended December 31, 2013 and 2012, and from inception (February 13, 2012) through December 31, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Triumph Ventures Corp. as of December 31, 2013 and 2012, and the results of its operations and its cash flows for the years ended December 31, 2013 and 2012, and from inception (February 13, 2012) through December 31, 2013, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company is in the development stage, and has not established any source of revenue to cover its operating costs. As such, it has incurred an operating loss since inception. Further, as of December 31, 2013, the cash resources of the Company were insufficient to meet its planned business objectives. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 2 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Respectfully submitted,

Weinberg & Baer LLC

Baltimore, Maryland

February 17, 2014

F-2

TRIUMPH VENTURES CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS

	As of			As of
	December 31,			December 31,
	2013			2012
ASSETS
Current Assets:
Deferred offering costs	$	10,000		$	10,000

Total current assets		10,000			10,000

Total Assets	$	10,000		$	10,000

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities:
Accounts payable and accrued liabilities	$	16,551		$	16,000
Loans payable - related parties		10,399			12,000

Total current liabilities		26,950			28,000

Total liabilities		26,950			28,000

Commitments and Contingencies

Stockholders' (Deficit):
Common stock, par value $.0001 per share, 200,000,000 shares
authorized; 30,000,000 shares issued and outstanding		3,000			3,000
Stock subscriptions receivable		—			(3,000	)
(Deficit) accumulated during the development stage		(19,950	)		(18,000	)

Total stockholders' (deficit)		(16,950	)		(18,000	)

Total Liabilities and Stockholders' (Deficit)	$	10,000		$	10,000

The accompanying notes are an integral part of these financial statements.

F-3

TRIUMPH VENTURES CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS

	For The Year Ended			February 13, 2012 to
	December 31, 2013			December 31, 2012			Cumulative From Inception

Revenues	$	—		$	—		$	—

Expenses:
Professional fees		1,950			8,600			10,550
Patent		—			8,000			8,000
Legal - incorporation		—			1,400			1,400

Total expenses		1,950			18,000			19,950

(Loss) from Operations		(1,950	)		(18,000	)		(19,950	)

Other Income (Expense)		—			—			—

Provision for income taxes		—			—			—

Net (Loss)	$	(1,950	)	$	(18,000	)	$	(19,950	)

(Loss) Per Common Share:
(Loss) per common share - Basic and Diluted	$	(0.00	)	$	(0.00	)

Weighted Average Number of Common Shares
Outstanding - Basic and Diluted		30,000,000			29,349,845


The accompanying notes are an integral part of these financial statements.

F-4

TRIUMPH VENTURES CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY


								(Deficit)
								Accumulated
					Stock			During the
	Common stock				Subscriptions			Development
	Shares		Amount		Receivable			Stage			Totals

Balance - at inception		—	$	—	$	—		$	—		$	—

Common stock issued for cash ($0.0001 per share)		30,000,000		3,000		(3,000	)		—			—
Net (loss) for the period		—		—		—			(18,000	)		(18,000	)

Balance - December 31, 2012		30,000,000		3,000		(3,000	)		(18,000	)		(18,000	)

Payment of stock subscriptions		—		—		3,000			—			3,000
Net (loss) for the year		—		—		—			(1,950	)		(1,950	)

Balance - December 31, 2013		30,000,000	$	3,000	$	—		$	(19,950	)	$	(16,950	)



The accompanying notes are an integral part of these financial statements.

F-5

TRIUMPH VENTURES CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS

	For The Year Ended			February 13, 2012 to
	December 31, 2013			December 31, 2012			Cumulative From Inception

Operating Activities:
Net (loss)	$	(1,950	)	$	(18,000	)	$	(19,950	)
Adjustments to reconcile net (loss) to net cash
(used in) operating activities:
Changes in net assets and liabilities-
Deferred offering costs		—			(10,000	)		(10,000	)
Accounts payable and accrued liabilities		551			16,000			16,551

Net Cash Used in Operating Activities		(1,399	)		(12,000	)		(13,399	)

Investing Activities:		—			—			—

Net Cash Used in Investing Activities		—			—			—

Financing Activities:
Proceeds from loans from related parties		1,399			12,000			13,399

Net Cash Provided by Financing Activities		1,399			12,000			13,399

Net (Decrease) Increase in Cash		—			—			—

Cash - Beginning of Period		—			—			—

Cash - End of Period	$	—		$	—		$	—

Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest	$	—		$	—		$	—
Income taxes	$	—		$	—		$	—

Non-cash Investing and Financing Activities:
Payment of stock subscriptions by forgiveness of debt	$	3,000		$	—		$	3,000


The accompanying notes are an integral part of these financial statements.

F-6

TRIUMPH VENTURES CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

(1) Summary of Significant Accounting Policies

Basis of Presentation and Organization

Triumph Ventures corp. (“Triumph Ventures” or the “Company”) is a Delaware corporation in the development stage and has not commenced operations. The Company was incorporated under the laws of the State of Delaware on February 13, 2012. The business plan of the Company is to develop a commercial application of the design in a patent, “Protective combination plate and removable cover with lower cord access for receptacle and electric plugs connected thereto”. The Company also intends to seek third party entities interested in licensing the rights to manufacture and market the device.

The accompanying financial statements of the Company were prepared from the accounts of the Company under the accrual basis of accounting.

Cash and Cash Equivalents

For purposes of reporting within the statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.

Revenue Recognition

The Company is in the development stage and has yet to realize revenues from operations. Once the Company has commenced operations, it will recognize revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.

Loss per Common Share

Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There were no dilutive financial instruments issued or outstanding for the year ended December 31, 2013.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

F-7

The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws.

Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the reliability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.

Fair Value of Financial Instruments

Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820 “Fair Value Measurements and Disclosures” (ASC 820) defines fair value 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. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) a reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. As of December 31, 2013 and 2012, the carrying value of accounts payable, accrued liabilities, and loans approximated fair value due to the short-term nature and maturity of these instruments.

Deferred Offering Costs

The Company defers as other assets the direct incremental costs of raising capital until such time as the offering is completed. At the time of the completion of the offering, the costs are charged against the capital raised. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated.

F-8

Impairment of Long-Lived Assets

The Company evaluates the recoverability of long-lived assets and the related estimated remaining lives when events or circumstances lead management to believe that the carrying value of an asset may not be recoverable. For the year ended December 31, 2013, no events or circumstances occurred for which an evaluation of the recoverability of long-lived assets was required.

Common Stock Registration Expenses

The Company considers incremental costs and expenses related to the registration of equity securities with the SEC, whether by contractual arrangement as of a certain date or by demand, to be unrelated to original issuance transactions. As such, subsequent registration costs and expenses are expensed as incurred.

Estimates

The financial statements are prepared on the basis of accounting principles generally accepted in the United States. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of December 31, 2013 and as of December 31, 2012, and expenses for the years ended December 31, 2013 and December 31, 2012, and cumulative from inception. Actual results could differ from those estimates made by management.

Fiscal Year End

The Company has adopted a fiscal year end of December 31.

Recent Accounting Pronouncements

(2) Development Stage Activities and Going Concern

The Company is currently in the development stage, and has no operations. The business plan of the Company is to develop a commercial application of the design in a patent, “Protective combination plate and removable cover with lower cord access for receptacle and electric plugs connected thereto”. The Company also intends to seek third party entities interested in licensing the rights to manufacture and market the device.

The Company has commenced a capital formation activity by filing a Registration Statement on Form S-1 to the SEC to register and sell in a self-directed offering 20,000,000 shares of newly issued common stock at an offering price of $0.005 per share for proceeds of up to $100,000. As of December 31, 2013, the Company accrued $10,000 of legal fees as deferred offering costs related to this capital formation activity.

F-9

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has not established any source of revenue to cover its operating costs, and as such, has incurred an operating loss since inception. Further, as of December 31, 2013, the cash resources of the Company were insufficient to meet its current business plan, and the Company had negative working capital. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

(3) Patent

On March 9, 2012, the Company entered into a Patent Transfer and Sale Agreement whereby the Company acquired all of the right, title and interest in the patent known as the “Protective combination plate and removable cover with lower cord access for receptacle and electric plugs connected thereto” for consideration of $8,000. The United States Patent number is 502687. Under the terms of the Patent Transfer and Sale Agreement, the Company was assigned rights to the patent free of any liens, claims, royalties, licenses, security interests or other encumbrances. The cost of obtaining the patent was expensed.

(4) Loans Payable - Related Parties

As of December 31, 2013, loans from related parties amounted to $10,399 and represented working capital advances from Directors who are also stockholders of the Company. The loans are unsecured, non-interest bearing, and due on demand.

(5) Common Stock

On February 20, 2012, the Company issued 30,000,000 shares of its common stock to individuals who are directors and officers of the company for a $3,000 stock subscription. The stock subscription was paid in 2013 through a reduction of loans that were payable to the shareholders.

The Company has commenced a capital formation activity by filing a Registration Statement on Form S-1 to the SEC to register and sell in a self-directed offering 20,000,000 shares of newly issued common stock at an offering price of $0.005 per share for proceeds of up to $100,000. As of December 31, 2013, the Company accrued $10,000 of legal and audit fees as deferred offering costs related to this capital formation activity.

(6) Income Taxes

The provision (benefit) for income taxes for the years ended December 31, 2013 and 2012 was as follows (assuming a 34% effective tax rate):

F-10

	2013			2012

Current Tax Provision:
Federal-
Taxable income	$	—		$	—

Total current tax provision	$	—		$	—

Deferred Tax Provision:
Federal-
Loss carryforwards	$	663		$	6,120
Change in valuation allowance		(663	)		(6,120	)

Total deferred tax provision	$	—		$	—

The Company had deferred income tax assets as of December 31, 2013 and 2012, as follows:

	2013			2012

Loss carryforwards	$	6,783		$	6,120
Less - Valuation allowance		(6,783	)		(6,120	)

Total net deferred tax assets	$	—		$	—

The Company provided a valuation allowance equal to the deferred income tax assets for the years ended December 31, 2013 and 2012, because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards.

As of December 31, 2013, the Company had approximately $20,000 in tax loss carryforwards that can be utilized in future periods to reduce taxable income, and expire by the year 2033.

The Company did not identify any material uncertain tax positions. The Company did not recognize any interest or penalties for unrecognized tax benefits.

The Company files income tax returns in the United States. All tax years are closed by expiration of the statute of limitations.

(7) Related Party Transactions

As described in Note 4, as of December 31, 2013, the Company owed $10,399 to Directors, officers, and principal stockholders of the Company for working capital loans.

As described in Note 5, on February 20, 2012, the Company issued 30,000,000 shares of its common stock to Directors and officers for $3,000.

(8) Subsequent Events

Subsequent events were evaluated through February 17, 2014, which is the date the financial statements were available to be issued.

F-11

PART II

“Dealer Prospectus Delivery Obligation

Until ________, 201_, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.”

Information Not Required in Prospectus

Item 24. Indemnification of Directors and Officers

Article XII of our Bylaws provides that to the fullest extent permitted by Delaware law, the Company shall indemnify our Directors and officers against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with any threatened, pending or completed action, suit, or proceeding in which such person was or is a party or is threatened to be made a party by reason of the fact that such person is or was a director or officer of the corporation.

Item 25. Other Expenses of Issuance and Distribution

The following table sets forth an itemization of all estimated expenses, all of which we will pay, in connection with the issuance and distribution of the securities being registered:

Nature of Expense	Amount

SEC Registration fee	$	12

Transfer Agent Fees ( Estimated )		1,500

Accounting fees and expenses ( recorded in the FS )		10,000

Legal fees and expenses ( recorded in the FS )		10,000

Total:	$	21,512

Item 26. Recent Sales of Unregistered Securities

The following sets forth information regarding all sales of our unregistered securities during the past three years. None of the holders of the shares issued below have subsequently transferred or disposed of their shares and the list is also a current listing of the Company's stockholders.

On May 22 2013 , we issued a total of 30,000,000 shares of our common stock to two individuals, including to our Principal Executive Officer and Treasurer, Principal Financial and Accounting Officer. The purchase price for such shares was equal to their par value, $0.0001 per share, amounting in the aggregate for all 30,000,000 shares to $3,000. None of these transactions involved any underwriters, underwriting discounts or commissions or any public offering, and we believe these issuances were exempt under Regulation S of the Securities Act. No advertising or general solicitation was employed in offering the securities. The offering and sale were made in an offshore transaction and only to the following individuals who are all non-U.S. citizens, all in accordance with the requirements of Regulation S of the Securities Act.

Name and Address of Beneficial Owner	Number of Shares of Common Stock Beneficially Owned

Julius Klein		15,000,000

Shraga Sofer		15,000,000

Item 27. Undertakings

The undersigned Registrant hereby undertakes to:

1. To file, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:

a)	include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information set forth in this registration statement; and notwithstanding the forgoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration Statement; and

c)	include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering.

4. That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, we undertake that in a primary offering of our securities pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, we will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

i.	any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (Section 230.424 of this chapter);

ii.	any free writing prospectus relating to the offering prepared by or on our behalf or used or referred to by us;

iii.	the portion of any other free writing prospectus relating to the offering containing material information about us or our securities provided by or on behalf of us; and

iv.	any other communication that is an offer in the offering made by us to the purchaser.

5. That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or control person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.

Signatures

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 8 to this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Jerusalem, State of Israel on March 4, 2014.

	Triumph Ventures Corp.

Date March 4, 2014	By:	/s/ Julius Klein
		Julius Klein
		President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Name	Title	Date

/s/ Julius Klein	Principal Executive Officer and Director	March 4, 2014
Julius Klein

/s/Shraga Soffer	Secretary and Director (and Principal	March 4, 2014
Shraga Soffer	Accounting and Financial Officer )

	Shraga Soffer is authorized to sign our document in the capacity of Principal Accounting and Financial Officer

Exhibits Table

EXHIBIT
NUMBER		DESCRIPTION

3.1		Articles of Incorporation of the Company

3.2		By-Laws of the Company

3.3		Form of Common Stock Certificate of the Company

5.1		Opinion of Legal Counsel

10.1		Design Patent Sale Agreement, dated September 9, 2012

23.1		Consent of Weinberg and Baer, LLC.

23.2		Consent of legal counsel (see Exhibit 5.1)

99.1		Subscription Agreement

TRIUMPH VENTURES CORP S-1