UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported):
July
1, 2009
TRILLIANT
EXPLORATION CORPORATION
(Exact
name of registrant as specified in its charter)
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Nevada
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333-138332
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20-0936313
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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0001378948
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(Central
Index Key Classification)
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545
Eighth Avenue, Suite 401
New
York, NY 10018
(Address
of principal executive offices, including zip code)
212-560-5195
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the Registrant under any of the following
provisions (see General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement
On July
1, 2009, Trilliant Exploration Corporation (the “Company”, also the
“Registrant”) obtained a One Hundred Percent (100%) undivided interest in
Trilliant Diamonds Limited (“Trilliant Diamonds”), a company formed under the
laws of England and Wales. Trilliant Diamonds was formed on June 30,
2009 for the purpose of conducting the Company’s diamond exploration
projects.
On July
1, 2009, pursuant to a Subscription Agreement, which is attached to this Current
Report on Form 8-K as Exhibit 10.3, Trilliant Diamonds purchased 10,000,000
ordinary shares of the capital stock of Global Diamond Resources PLC (“Global
Diamond”), which, after issuance, accounted for Ten Percent (10 %) of the total
outstanding capital shares of Global Diamond, at a purchase price of £0.15 per
share for a total purchase price of One Million Five Hundred Thousand Pounds
Sterling (£1,500,000).
Also on
July 1, 2009, pursuant to a Convertible Debenture and Loan Note Certificate,
which are attached to this Current Report on Form 8-K as Exhibits 10.5 and 10.6
respectively, the Company borrowed the principal amount of One Million Five
Hundred Thousand Pounds Sterling (£1,500,000) from Benbrack Charkit Limited
(“Benbrack”) at an annual interest rate of 12%. The loan from
Benbrack was used to purchase the 10,000,000 ordinary shares of Global
Diamond.
Item
9.01 Financial Statements and Exhibits
10.1 Certificate
of Incorporation of Trilliant Diamonds Limited
10.2 Memorandum
and Articles of Association for Trilliant Diamonds
10.3 Global
Diamond Subscription Agreement
10.4 Trilliant
Diamonds Charge of Shares
10.5 Trilliant
Exploration Loan Note Instrument / Convertible Debenture
10.6 Trilliant
Exploration Loan Note Certificate
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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TRILLIANT
EXPLORATION CORPORATION
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Date:
July 8, 2009
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William
R. Lieberman, President
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