UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended October 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to ________. Commission file number: 001-41643 TRIO PETROLEUM CORP. (Exact name of Registrant as specified in its charter) | Delaware | 87-1968201 | | --- | --- | | (St ...

As filed with the Securities and Exchange Commission on December 6, 2023. Registration No. 333-275313 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Trio Petroleum Corp. (Exact name of registrant as specified in its charter) | Delaware | | --- | (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Delaware 1311 87-1968201 (I.R.S. Empl ...

As filed with the Securities and Exchange Commission on November 3, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Trio Petroleum Corp. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Copies to: Barry I. Grossman, Esq. Scott M. Miller, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, New York 10105 ...

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Presents unaudited condensed financial statements, highlighting balance sheet changes, continued net losses, and cash flow from operations, investing, and IPO financing [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) Condensed Balance Sheet Summary (unaudited) | Account | July 31, 2023 ($) | October 31, 2022 ($) | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $1,506,028 | $73,648 | | Total current assets | $1,630,318 | $1,752,529 | | Total assets | $11,170,601 | $9,488,761 | | **Liabilities & Equity** | | | | Total current liabilities | $822,704 | $6,710,652 | | Total liabilities | $874,073 | $6,765,637 | | Total stockholders' equity | $10,296,528 | $2,723,124 | - Total liabilities decreased significantly from **$6.77 million** to **$0.87 million**, primarily due to the elimination of notes payable to investors and related parties after the IPO[11](index=11&type=chunk) - Stockholders' equity increased substantially to **$10.30 million** from **$2.72 million**, driven by capital raised from the IPO and conversion of debt[11](index=11&type=chunk) [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) - The company generated **no revenue** in the three and nine months ended July 31, 2023, consistent with prior year periods, as it remains in the exploration stage[13](index=13&type=chunk) Statement of Operations Highlights (unaudited) | Metric | Three Months Ended July 31, 2023 ($) | Three Months Ended July 31, 2022 ($) | Nine Months Ended July 31, 2023 ($) | Nine Months Ended July 31, 2022 ($) | | :--- | :--- | :--- | :--- | :--- | | Total operating expenses | $2,157,550 | $222,857 | $3,339,858 | $716,318 | | Loss from operations | $(2,157,550) | $(222,857) | $(3,339,858) | $(716,318) | | Net loss | $(2,170,601) | $(708,150) | $(5,224,839) | $(3,085,357) | | Basic and Diluted Net Loss per Share | $(0.08) | $(0.05) | $(0.25) | $(0.21) | - Net loss for the nine months ended July 31, 2023, widened to **$(5.2) million** from **$(3.1) million** year-over-year, driven by increased operating expenses, including stock-based compensation and a loss on note conversion[13](index=13&type=chunk) [Condensed Statements of Changes in Stockholders'%20Equity](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Stockholders%27%20Equity) - Stockholders' equity increased from **$2.72 million** on October 31, 2022, to **$10.30 million** on July 31, 2023[15](index=15&type=chunk) - Key drivers for the equity increase in the nine months ended July 31, 2023, include net proceeds from the IPO (**$3.34 million**), conversion of notes (**$5.16 million**), and proceeds from warrant exercises (**$1.81 million**), offset by the net loss for the period (**$5.22 million**)[15](index=15&type=chunk) [Condensed Statements of Cash Flows](index=8&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Cash Flow Summary for the Nine Months Ended July 31 (unaudited) | Cash Flow Activity | 2023 ($) | 2022 ($) | | :--- | :--- | :--- | | Net cash used in operating activities | $(2,542,360) | $(425,053) | | Net cash used in investing activities | $(1,804,050) | $0 | | Net cash provided by financing activities | $5,778,790 | $387,700 | | **Net change in cash** | **$1,432,380** | **$(37,353)** | - Investing activities in 2023 primarily consisted of **$2.96 million** in drilling costs for an exploratory well and **$0.25 million** for other capital expenditures on unproved properties[18](index=18&type=chunk) - Financing activities in 2023 were dominated by **$6.0 million** in proceeds from the IPO and **$1.8 million** from the exercise of warrants, offset by repayment of notes payable and offering costs[18](index=18&type=chunk) [Notes to Unaudited Condensed Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) - The company is an exploration-stage enterprise focused on the South Salinas Project (SSP) in Monterey County, California, with **no proved reserves** as of July 31, 2023[20](index=20&type=chunk)[21](index=21&type=chunk) - The company completed its Initial Public Offering (IPO) on April 20, 2023, selling **2,000,000 shares** for gross proceeds of **$6.0 million**[22](index=22&type=chunk)[59](index=59&type=chunk) - Management has determined that substantial doubt exists about the company's ability to continue as a going concern due to its accumulated deficit of **$9,127,295** and recurring losses from operations[57](index=57&type=chunk) - Upon the IPO, notes payable with an aggregate principal and interest of **$5,164,875** were converted into **5,038,902 shares** of common stock[88](index=88&type=chunk)[92](index=92&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses operational progress, financial results, and liquidity, highlighting the HV-1 well, continued net losses, going concern risk, increased expenses, and improved post-IPO liquidity [Overview and Going Concern](index=28&type=section&id=Overview%20and%20Going%20Concern) - In May 2023, the company began drilling the HV-1 confirmation well, which subsequently confirmed a **major oil and gas accumulation** in the President's Oilfield[121](index=121&type=chunk)[123](index=123&type=chunk) - Initial tests of the HV-1 well showed production rates up to **125 barrels of oil per day**; further testing of other zones is planned[123](index=123&type=chunk)[124](index=124&type=chunk) - The company has an accumulated deficit of **$9,127,295** as of July 31, 2023, and has not generated any revenue, leading management to conclude there is **substantial doubt** about its ability to continue as a going concern[126](index=126&type=chunk) [Results of Operations](index=31&type=section&id=Results%20of%20Operations) Comparison of Operating Results for the Three Months Ended July 31 | Expense Category | 2023 ($) | 2022 ($) | Change ($) | % Change | | :--- | :--- | :--- | :--- | :--- | | Exploration expenses | $199,637 | $2,638 | $196,999 | 7,467.7% | | General and administrative | $1,171,256 | $219,524 | $951,732 | 433.5% | | Stock-based compensation | $785,962 | $0 | $785,962 | 100.0% | | **Net loss** | **$(2,170,601)** | **$(708,150)** | **$(1,462,451)** | **206.5%** | Comparison of Operating Results for the Nine Months Ended July 31 | Expense Category | 2023 ($) | 2022 ($) | Change ($) | % Change | | :--- | :--- | :--- | :--- | :--- | | Exploration expenses | $225,052 | $28,669 | $196,383 | 685.0% | | General and administrative | $2,215,775 | $685,565 | $1,530,210 | 223.2% | | Stock-based compensation | $896,947 | $0 | $896,947 | 100.0% | | **Net loss** | **$(5,224,839)** | **$(3,085,357)** | **$(2,139,482)** | **69.3%** | - The increase in G&A expenses for the nine months ended July 31, 2023, was driven by higher advertising/marketing fees (**$380k**), consulting fees (**$406k**), legal fees (**~$200k**), and salaries (**~$320k**)[146](index=146&type=chunk) [Liquidity and Capital Resources](index=34&type=section&id=Liquidity%20and%20Capital%20Resources) Working Capital Comparison | | July 31, 2023 ($) | October 31, 2022 ($) | | :--- | :--- | :--- | | Current assets | $1,630,318 | $1,752,529 | | Current liabilities | $822,704 | $6,710,652 | | **Working capital (deficiency)** | **$807,614** | **$(4,958,123)** | - The improvement in working capital was primarily due to the conversion of **$4.5 million** in debt to equity and the repayment of approximately **$1.4 million** in notes payable following the IPO[150](index=150&type=chunk) - For the nine months ended July 31, 2023, net cash provided by financing activities was **$5.78 million**, mainly from IPO proceeds and warrant exercises[151](index=151&type=chunk)[155](index=155&type=chunk) - Management believes that cash on hand as of July 31, 2023, is sufficient to meet anticipated capital expenditures and operating expenses for the **next twelve months**[156](index=156&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=40&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This item is not applicable as the company qualifies as a smaller reporting company - As a smaller reporting company, Trio Petroleum Corp. is **not required** to provide the information required by this Item[176](index=176&type=chunk) [Controls and Procedures](index=40&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective, with no material changes to internal control over financial reporting during the quarter - Management concluded that disclosure controls and procedures were **effective** as of the end of the period covered by the report[177](index=177&type=chunk) - No changes in internal control over financial reporting occurred during the third fiscal quarter that materially affected, or are reasonably likely to materially affect, internal controls[178](index=178&type=chunk) [PART II. OTHER INFORMATION](index=40&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=40&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently subject to any legal proceedings - The company is **not currently subject** to any legal proceedings[180](index=180&type=chunk) [Risk Factors](index=40&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors previously disclosed in the company's S-1 filing - There have been **no material changes** to the risk factors previously disclosed in the company's S-1, as amended[181](index=181&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=40&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities or use of proceeds reported for the period - The company reported 'None' for this item[182](index=182&type=chunk) [Defaults Upon Senior Securities](index=40&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities reported - The company reported 'None' for this item[183](index=183&type=chunk) [Other Information](index=40&type=section&id=Item%205.%20Other%20Information) No other information for disclosure in this section - The company reported 'None' for this item[185](index=185&type=chunk) [Exhibits](index=41&type=section&id=Item%206.%20Exhibits) Lists exhibits filed with Form 10-Q, including a drilling contract and Sarbanes-Oxley Act certifications - The report includes certifications from the CEO and CFO pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002[186](index=186&type=chunk)

As filed with the Securities and Exchange Commission on June 30, 2023. Registration No. 333-272638 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Trio Petroleum Corp. (Exact name of registrant as specified in its charter) | (State or other jurisdiction | | --- | | of incorporation or organization) | (Primary Standard Industrial Classification Code Number) Delaware 1311 87-1968201 (I.R.S. Employer Ide ...

As filed with the Securities and Exchange Commission on June 14, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Trio Petroleum Corp. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Delaware 1311 87-1968201 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) 4115 Blackhawk Plaza Cir ...

For the Quarterly Period Ended April 30, 2023 OR WASHINGTON D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to ________. Commission file number: 001-41643 TRIO PETROLEUM CORP. (Exact name of Registrant as specified in its charter) | Delaware | 87-1968201 | | --- | --- | ...

As filed with the Securities and Exchange Commission on March 24, 2023. Registration No. 333-267380 Trio Petroleum Corp. (Exact name of registrant as specified in its charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 9 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | lelaware | | --- | (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Delaware 1311 87-1968201 (I.R.S. Employ ...

As filed with the Securities and Exchange Commission on March 17, 2023. Registration No. 333-267380 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 8 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Trio Petroleum Corp. (Exact name of registrant as specified in its charter) | lelaware | | --- | (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Delaware 1311 87-1968201 (I.R.S. Employ ...