Trio Petroleum ^{Scheduled, NYSE American: TPET}

We are an oil and gas exploration and development company headquartered in Bakersfield, California, with operations in Monterey County, California. The Company was incorporated on July 19, 2021, under the laws of Delaware to acquire, fund and develop oil exploration and production assets in California. We have no revenue-generating operations as of the date of this prospectus. The Company was formed to acquire Trio Petroleum LLC’s (“Trio LLC”) approximate 82.5% working interest (“WI”) in the large, approximately 8,600-acre South Salinas Project (the “South Salinas Project”), and subsequently partner with certain members of Trio LLC’s management team to develop and operate those assets. For the period from July 19, 2021 (inception) through October 31, 2021, we generated no revenues, reported a net loss of $102,064, and cash flow used in operating activities of $258,923. For the six months ended April 30, 2022, we generated no revenues, reported a net loss of $2,377,207 and cash flows used in operating activities of $298,666. As of April 30, 2022, we had an accumulated deficit of $2,479,271. There is substantial doubt regarding our ability to continue as a going concern as a result of our accumulated deficit and no source of revenue sufficient to cover our cost of operation as well as our dependence on private equity and financings.