<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                  FORM 10-QSB/A

               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2000

                           COMMISSION FILE NO. 0-31159

                              TREND MINING COMPANY
        (Exact Name of Small Business Issuer as Specified in its Charter)

               MONTANA                                 81-0304651
  (State or other jurisdiction of        (I.R.S. Employer Identification No.)
   incorporation or organization)

              401 FRONT AVENUE
            SUITE 1, SECOND FLOOR
            COEUR D'ALENE, IDAHO                                   83814
   (Address of principal executive offices)                     (Zip Code)

              (208) 664-8095
        (Issuer's telephone number)

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

                                                                  Yes /X/ No / /

There were 18,467,320 shares of the Registrant's no par value common stock
outstanding as of January 31, 2001.

Transitional Small Business Disclosure:                           Yes / / No /X/



                                       1
<PAGE>

The Board of Directors
Trend Mining Company
(Formerly Silver Trend Mining Company)
Coeur d'Alene, Idaho

                           ACCOUNTANT'S REVIEW REPORT

We have reviewed the accompanying balance sheet of Trend Mining Company
(formerly Silver Trend Mining Company) (an exploration stage company) as of
December 31, 2000 and the related statements of operations and comprehensive
loss, stockholders' equity (deficit), and cash flows for the three months then
ended, and for the period from October 1, 1996 (inception of exploration stage)
to December 31, 2000. All information included in these financial statements is
the representation of the management of Trend Mining Company.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit in accordance with
auditing standards generally accepted in the United States of America, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements in order for them to be in
conformity with accounting principles generally accepted in the United States of
America.

The financial statements for the year ended September 30, 2000 were audited by
us and we expressed an unqualified opinion on them in our report originally
dated December 15, 2000. Except for procedures concerning corrections as
discussed in Notes 14 and 15, we have not performed any auditing procedures
since that date.

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's significant operating losses raise
substantial doubt about its ability to continue as a going concern. Management's
plans regarding the resolution of this issue are also discussed in Note 2. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

As discussed in Notes 14 and 15 to the financial statements, certain errors in
the valuing of stock transactions and other matters have been corrected by
management of the Company during the current year. The effect of these errors is
summarized in Note 15 and results in an understatement of net losses for the
years ended September 30, 2000 and 1999 of $337,180 and $139,346, respectively.
The effect of these corrections for the quarter ending December 31, 2000 was an
understatement of net loss by $2,374. Accordingly, an adjustment has been made
to accumulated deficit to correct for these errors.

Williams & Webster, P.S.
CERTIFIED PUBLIC ACCOUNTANTS
Spokane, Washington

February 16, 2001 (Except for Notes 14 and 15, as to which the date is March 15,
2001.)

                                      2
<PAGE>

                              TREND MINING COMPANY
                     (FORMERLY SILVER TREND MINING COMPANY)
                         (AN EXPLORATION STAGE COMPANY)
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                          December 31,
                                                                              2000      September 30,
                                                                          (Unaudited)       2000
                                                                           (Restated)     (Restated)
                                                                           -----------    -----------
<S>                                                                        <C>            <C>
ASSETS

CURRENT ASSETS
    Cash                                                                   $    34,094    $   102,155
    Prepaid expenses                                                             3,424          1,725
    Equipment held for resale                                                    4,000          4,000
                                                                           -----------    -----------
       Total Current Assets                                                     41,518        107,880
                                                                           -----------    -----------
MINERAL PROPERTIES                                                             311,006        311,006
                                                                           -----------    -----------
PROPERTY AND EQUIPMENT, net of depreciation                                     35,690         40,177
                                                                           -----------    -----------
OTHER ASSETS
    Investments                                                                 98,820        107,250
                                                                           -----------    -----------
TOTAL ASSETS                                                               $   487,034    $   566,313
                                                                           ===========    ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
    Accounts payable                                                       $   474,871    $   323,228
    Accounts payable to directors and officers                                  30,795         11,100
    Accrued expenses                                                             7,639         19,447
    Note payable to stockholder                                                285,000             --
    Current portion of long-term debt                                            3,166          2,992
                                                                           -----------    -----------
       Total Current Liabilities                                               801,471        356,767
                                                                           -----------    -----------
LONG-TERM DEBT, net of current portion                                           9,471         10,389
                                                                           -----------    -----------
COMMITMENTS AND CONTINGENCIES                                                       --             --
                                                                           -----------    -----------
STOCKHOLDERS' EQUITY(DEFICIT)
    Common stock, no par value, 30,000,000 shares authorized;
      18,381,309 and 18,232,776 shares issued and outstanding,
      respectively                                                           3,654,578      3,525,025
    Stock options and warrants                                                 147,592         42,065
    Pre-exploration stage accumulated deficit                                 (383,418)      (383,418)
    Accumulated deficit during exploration stage                            (3,731,972)    (2,984,102)
    Accumulated other comprehensive income                                     (10,688)          (413)
                                                                           -----------    -----------
       TOTAL STOCKHOLDERS' EQUITY(DEFICIT)                                    (323,908)       199,157
                                                                           -----------    -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT)                        $   487,034    $   566,313
                                                                           ===========    ===========
</TABLE>

              See accompanying notes and accountant's review report

                                      3
<PAGE>

                              TREND MINING COMPANY
                     (FORMERLY SILVER TREND MINING COMPANY)
                         (AN EXPLORATION STAGE COMPANY)
                 STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

<TABLE>
<CAPTION>
                                                                                      For the Period
                                                                                      From October 1,
                                                       For the Three Months Ended     1996 (Inception
                                                       ----------------------------  of Exploration
                                                       December 31,    December 31,      Stage) to
                                                           2000            1999      December 31, 2000
                                                       (Unaudited)      (Unaudited)     (Unaudited)
                                                        (Restated)      (Restated)      (Restated)
                                                       ------------    ------------    ------------
<S>                                                    <C>             <C>             <C>
REVENUES                                               $         --    $         --    $         --
                                                       ------------    ------------    ------------

EXPENSES
     Mineral property expense                               104,044          60,033       1,174,185
     General and administrative                             403,294          89,464       1,035,796
     Officers and directors compensation                     73,020          35,634         465,561
     Legal and professional                                 157,675           6,316         542,355
     Depreciation                                             4,487             100          15,598
                                                       ------------    ------------    ------------
         Total Expenses                                     742,520         191,547       3,233,495
                                                       ------------    ------------    ------------
OPERATING LOSS                                             (742,520)       (191,547)     (3,233,495)
                                                       ------------    ------------    ------------
OTHER INCOME (EXPENSE)
     Dividend and interest income                               108              25           6,447
     Loss on disposition and impairment of assets                --              --        (311,979)
     Gain (loss) on investment sales                         (3,500)          5,420          (2,191)
     Financing expense                                           --              --        (193,723)
     Interest expense                                        (1,958)             --          (3,609)
     Miscellaneous income                                        --             100           6,578
                                                       ------------    ------------    ------------
         Total Other Income (Expense)                        (5,350)          5,545        (498,477)
                                                       ------------    ------------    ------------
LOSS BEFORE INCOME TAXES                                   (747,870)       (186,002)     (3,731,972)

INCOME TAXES                                                     --              --              --
                                                       ------------    ------------    ------------
NET LOSS                                                   (747,870)       (186,002)     (3,731,972)
                                                       ------------    ------------    ------------
OTHER COMPREHENSIVE LOSS
     Change in market value of investments                  (10,275)        (16,064)        (87,768)
                                                       ------------    ------------    ------------
NET COMPREHENSIVE LOSS                                 $   (758,145)   $   (202,066)     (3,819,740)
                                                       ============    ============    ============
BASIC AND DILUTED NET LOSS PER SHARE                   $      (0.04)   $      (0.03)   $      (0.45)
                                                       ============    ============    ============
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING     18,288,419       5,496,290       8,267,529
                                                       ============    ============    ============
</TABLE>

              See accompanying notes and accountant's review report

                                      4
<PAGE>

                              TREND MINING COMPANY
                     (FORMERLY SILVER TREND MINING COMPANY)
                         (AN EXPLORATION STAGE COMPANY)
                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>

                                                              Common Stock
                                                       ---------------------------  Stock                         Other
                                                        Number                    Options and    Accumulated   Comprehensive
                                                       Of Shares      Amount       Warrants        Deficit        Income
                                                     -----------    -----------   -----------    -----------    -----------
<S>                                                    <C>          <C>           <C>            <C>            <C>
Balance, October 1, 1996                               1,754,242    $   680,760   $        --    $  (383,418)   $        --

Common stock issuances as follows:
   - for cash at $0.50 per share                         200,000        100,000            --             --             --
   - for payment of liabilities and expenses at
       $0.50 per share                                    45,511         22,756            --             --             --
Net loss for the year ended September 30, 1997                --             --            --       (109,614)            --
                                                     -----------    -----------   -----------    -----------    -----------
Balance, September 30, 1997                            1,999,753        803,516            --       (493,032)            --

Common stock issuances as follows:
   - for mineral property at $0.50 per share             150,000         75,000            --             --             --
   - for lease termination at $0.50 per share             12,000          6,000            --             --             --
   - for debt at $0.50 per share                          80,000         40,000            --             --             --
   - for cash at $0.20 per share                           7,500          1,500            --             --             --
   - for compensation at $0.50 per share                   9,000          4,500            --             --             --

Net loss for the year ended September 30, 1998                --             --            --       (116,504)            --

Other comprehensive income                                    --             --            --             --        117,080
                                                     -----------    -----------   -----------    -----------    -----------
Balance, September 30, 1998                            2,258,253        930,516            --       (609,536)       117,080

Common stock issuances as follows:
   - for cash at an average of $0.07 per share           555,000         41,000            --             --             --
   - for prepaid expenses at $0.33 per share              50,000         16,500            --             --             --
   - for consulting services at an average of
       $0.20 per share                                   839,122        167,152            --             --             --
   - for mineral property at $0.13 per share             715,996         89,631            --             --             --
   - for officers' compensation at an average of
       $0.24 per share                                   300,430         73,526            --             --             --
   - for debt, investment and expenses at $0.30
       per share                                           9,210          2,763            --             --             --
   - for directors' compensation at an average of
       $0.25 per share                                    16,500          4,125            --             --             --
   - for rent at $0.25 per share                           1,000            250            --             --             --
   - for equipment at $0.30 per share                    600,000        180,000            --             --             --

Issuance of stock options for financing activities            --             --         2,659             --             --

Net loss for the year ended September 30, 1999                --             --            --       (573,545)            --

Other comprehensive loss                                      --             --            --             --        (79,179)
                                                     -----------    -----------   -----------    -----------    -----------
Balance, September 30, 1999                            5,345,511      1,505,463         2,659     (1,183,081)        37,901

Common stock and option issuances as follows:
   - for employee, officer and director
       compensation at an average of
       $0.61 per share                                   231,361        142,760        11,406             --             --
   - for officers' and directors' compensation
       at an average of $1.19 per share                   11,500         13,730            --             --             --
   - for services at an average of $0.47 per share       530,177        251,635            --             --             --
   - for mineral property at $0.89 per share             100,000         89,000            --             --             --
   - for investments at $0.33 per share                  200,000         66,000            --             --             --
   - for cash at an average of $0.11 per share        11,419,009      1,298,651            --             --             --
   - for incentive fees at $0.33 per share                65,285         21,544            --             --             --
   - for deferred mineral property acquisition
       costs at $0.13 per share                          129,938         16,242            --             --             --
   - for modification of stockholder agreement
       at $0.60 per share                                200,000        120,000        18,000             --             --

Cash received for the issuance of common stock
   warrants for 7,979,761 shares of stock                     --             --        10,000             --             --

Miscellaneous common stock adjustments                        (5)            --            --             --             --

Net loss for the year ended September 30, 2000                --             --            --     (2,184,439)            --

Other comprehensive loss                                      --             --            --             --        (38,314)
                                                     -----------    -----------   -----------    -----------    -----------
Balance, September 30, 2000                           18,232,776    $ 3,525,025   $    42,065    $(3,367,520)   $      (413)
                                                     -----------    -----------   -----------    -----------    -----------

<CAPTION>

                                                        Restated


                                                          Total
                                                       -----------
<S>                                                    <C>
Balance, October 1, 1996                               $   297,342

Common stock issuances as follows:
   - for cash at $0.50 per share                           100,000
   - for payment of liabilities and expenses at
       $0.50 per share                                      22,756
Net loss for the year ended September 30, 1997            (109,614)
                                                       -----------
Balance, September 30, 1997                                310,484

Common stock issuances as follows:
   - for mineral property at $0.50 per share                75,000
   - for lease termination at $0.50 per share                6,000
   - for debt at $0.50 per share                            40,000
   - for cash at $0.20 per share                             1,500
   - for compensation at $0.50 per share                     4,500

Net loss for the year ended September 30, 1998            (116,504)

Other comprehensive income                                 117,080
                                                       -----------

Balance, September 30, 1998                                438,060

Common stock issuances as follows:
   - for cash at an average of $0.07 per share              41,000
   - for prepaid expenses at $0.33 per share                16,500
   - for consulting services at an average of
       $0.20 per share                                     167,152
   - for mineral property at $0.13 per share                89,631
   - for officers' compensation at an average of
       $0.24 per share                                      73,526
   - for debt, investment and expenses at $0.30
       per share                                             2,763
   - for directors' compensation at an average of
       $0.25 per share                                       4,125
   - for rent at $0.25 per share                               250
   - for equipment at $0.30 per share                      180,000

Issuance of stock options for financing activities           2,659

Net loss for the year ended September 30, 1999            (573,545)

Other comprehensive loss                                   (79,179)
                                                       -----------
Balance, September 30, 1999                                362,942

Common stock and option issuances as follows:
   - for employee, officer and director
       compensation at an average of
       $0.61 per share                                     154,166
   - for officers' and directors' compensation
       at an average of $1.19 per share                     13,730
   - for services at an average of $0.47 per share         251,635
   - for mineral property at $0.89 per share                89,000
   - for investments at $0.33 per share                     66,000
   - for cash at an average of $0.11 per share           1,298,651
   - for incentive fees at $0.33 per share                  21,544
   - for deferred mineral property acquisition
       costs at $0.13 per share                             16,242
   - for modification of stockholder agreement
       at $0.60 per share                                  138,000

Cash received for the issuance of common stock
   warrants for 7,979,761 shares of stock                   10,000

Miscellaneous common stock adjustments                          --

Net loss for the year ended September 30, 2000          (2,184,439)

Other comprehensive loss                                   (38,314)
                                                       -----------
Balance, September 30, 2000                            $   199,157
                                                       -----------
</TABLE>

              See accompanying notes and accountant's review report

                                      5
<PAGE>

                              TREND MINING COMPANY
                     (FORMERLY SILVER TREND MINING COMPANY)
                         (AN EXPLORATION STAGE COMPANY)
                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                                  (CONTINUED)

<TABLE>
<CAPTION>

                                                              Common Stock
                                                       ---------------------------  Stock                         Other
                                                        Number                    Options and    Accumulated   Comprehensive
                                                       Of Shares      Amount       Warrants        Deficit        Income
                                                     -----------    -----------   -----------    -----------    -----------
<S>                                                  <C>            <C>           <C>            <C>            <C>
Balance, October 1, 2000                              18,232,776    $ 3,525,025   $    42,065    $(3,367,520)   $      (413)

Common stock and option issuances as follows:
   - for cash of $1.00 per share                         100,000        100,000            --             --             --
   - for cash and services from
       options for $0.37 per share                        33,333         12,173        (2,173)            --             --
   - for services at $1.15 per share                      10,000         11,500            --             --             --
   - for compensation at $1.13 per share                   5,200          5,880            --             --             --

Warrants issued for services                                  --             --       107,700             --             --

Net loss for the period ended
   December 31, 2000 (unaudited)                              --             --            --       (747,870)            --

Other comprehensive loss                                      --             --            --             --        (10,275)
                                                     -----------    -----------   -----------    -----------    -----------
Balance, December 31, 2000 (unaudited)                18,381,309    $ 3,654,578   $   147,592    $(4,115,390)   $   (10,688)
                                                     ===========    ===========   ===========    ===========    ===========
<CAPTION>

                                                        Restated


                                                          Total
                                                       -----------
<S>                                                    <C>
Balance, October 1, 2000                               $   199,157

Common stock and option issuances as follows:
   - for cash of $1.00 per share                           100,000
   - for cash and services from
       options for $0.37 per share                          10,000
   - for services at $1.15 per share                        11,500
   - for compensation at $1.13 per share                     5,880

Warrants issued for services                               107,700

Net loss for the period ended
   December 31, 2000 (unaudited)                          (747,870)

Other comprehensive loss                                   (10,275)
                                                       -----------
Balance, December 31, 2000 (unaudited)                 $  (323,908)
                                                       ===========
</TABLE>

              See accompanying notes and accountant's review report

                                      6
<PAGE>

                              TREND MINING COMPANY
                     (FORMERLY SILVER TREND MINING COMPANY)
                         (AN EXPLORATION STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                            For the Period
                                                                                            From October 1,
                                                             For the Three Months Ended     1996 (Inception
                                                            ----------------------------    of Exploration
                                                            December 31,    December 31,      Stage) to
                                                                2000            2000       December 31, 2000
                                                             (Unaudited)      (Unaudited)     (Unaudited)
                                                             (Restated)     (Restated)         (Restated)
                                                             -----------    -----------    -----------------
<S>                                                          <C>            <C>               <C>
Cash flows from operating activities:
    Net loss                                                 $  (747,870)   $  (186,002)      $(3,731,972)
    Adjustments to reconcile net income (loss) to net
      cash used by operating activities:
           Depreciation                                            4,487            100            15,598
           Loss (gain) on investment sales                         3,500             --             7,347
           Loss on disposition and impairment of assets               --             --           311,979
           Common stock issued for services and expenses          11,500        101,272           476,714
           Common stock and options issued as compensation         5,880             --           255,927
           Stock options issued for financing activities              --             --             2,659
           Common stock and warrants  issued for agreement
              modification                                            --             --           138,000
           Warrants issued for consulting fees                   107,700             --           107,700
           Common stock issued for incentive fees                     --             --            21,544
    Changes in assets and liabilities:
       Accounts receivable                                            --          1,000                --
       Related party receivable                                       --         (4,784)               --
       Inventory                                                      --             --             3,805
       Prepaid expenses                                           (1,699)            --            (3,424)
       Accounts payable                                          163,001         22,860           487,066
       Accrued expenses                                          (11,808)         4,434             7,639
                                                             -----------    -----------       -----------
    Net cash used in operating activities                       (465,309)       (61,120)       (1,899,418)
                                                             -----------    -----------       -----------

    Cash flows from investing activities:
       Payment of deposit                                             --             --            (1,000)
       Return of deposit                                              --             --             1,000
       Proceeds from sale of equipment                                --             --            33,926
       Proceeds from sale of mineral property                         --             --            20,000
       Purchase of furniture & equipment                              --             --           (37,195)
       Payments for mineral properties and acquisition
         costs                                                        --        (10,000)          (45,800)
       Proceeds of investments sold                                2,992         36,685            74,279
                                                             -----------    -----------       -----------
    Net cash provided by investing activities                      2,992         26,685            45,210
                                                             -----------    -----------       -----------

Cash flows from financing activities:
    Payments on notes payable and short term borrowings             (744)            --            (3,456)
    Sale of warrants for common stock                                 --             --            10,000
    Proceeds from short-term borrowings                          285,000          2,000           327,000
    Sale of common stock, subscriptions and exercise of
      options                                                    110,000        105,000         1,551,151
                                                             -----------    -----------       -----------
Net cash provided by financing activities                        394,256        107,000         1,884,695
                                                             -----------    -----------       -----------

NET INCREASE (DECREASE) IN CASH                                  (68,061)        72,565            30,487

CASH, BEGINNING OF YEAR                                          102,155          8,998             3,607
                                                             -----------    -----------       -----------
CASH, END OF YEAR                                            $    34,094    $    81,563       $    34,094
                                                             ===========    ===========       ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
    Interest paid                                            $       369    $        --       $     2,020
    Taxes paid                                               $        --    $        --       $        --

NON-CASH FINANCING ACTIVITIES:
    Common stock issued for acquisition of mineral
      properties                                             $        --    $        --       $   269,873
    Common stock issued for acquisition of mining
      equipment                                              $        --    $        --       $   180,000
    Common stock issued for services and expenses            $    11,500    $   101,272       $   476,714
    Common stock issued for investment                       $        --    $        --       $    67,000
    Common stock issued for debt                             $        --    $        --       $    40,842
    Deferred acquisition costs on mining property            $        --    $        --       $    46,242
    Stock options issued for financing activities            $        --    $        --       $     2,659
    Warrants issued for consulting fees                      $   107,700    $        --       $   107,700
    Common stock issued for incentive fees                   $        --    $        --       $    21,544
    Common stock and warrants issued for agreement
      modifications                                          $        --    $        --       $   138,000
    Common stock and options issued as compensation          $     5,880    $        --       $   255,927
    Purchase of equipment with financing agreement           $        --    $        --       $    14,093
    Investments received for mineral property                $        --    $        --       $     5,000
</TABLE>



              See accompanying notes and accountant's review report

                                      7
<PAGE>

                              TREND MINING COMPANY
                     (FORMERLY SILVER TREND MINING COMPANY)
                         (AN EXPLORATION STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Trend Mining Company (formerly Silver Trend Mining Company) ("the Company") was
incorporated on September 7, 1968 under the laws of the State of Montana for the
purpose of acquiring, exploring and developing mining properties. From 1984 to
1997, the Company was dormant. In November 1998, the Company discontinued
development of silver and gold properties and changed its focus to exploration
of platinum and palladium related metals. In February 1999, the Company changed
its name from Silver Trend Mining Company to Trend Mining Company to better
reflect the Company's change of focus to the platinum group of metals. The
Company conducts operations primarily from its offices in Coeur d'Alene, Idaho.
The Company has elected a September 30 fiscal year-end. As part of the Company's
Annual Meeting held on February 23, 2001, the stockholders approved
reincorporation of the Company as a Delaware corporation. (See Note 13.)

The Company is actively seeking additional capital and management believes that
additional stock can be sold to enable the Company to continue to fund its
property acquisition and platinum group metals exploration activities. However,
management is unable to provide assurances that it will be successful in
obtaining sufficient sources of capital.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies is presented to assist in
understanding the Company's financial statements. The financial statements and
notes rely on the integrity and objectivity of the Company's management. These
accounting policies conform to accounting principles generally accepted in the
United States of America and have been consistently applied in the preparation
of the financial statements.

ACCOUNTING METHOD
The Company's financial statements are prepared using the accrual method of
accounting.

BASIC AND DILUTED LOSS PER SHARE
Basic and diluted loss per share is computed by dividing the net loss by the
weighted average number of shares outstanding during the year. The weighted
average number of shares is calculated by taking the number of shares
outstanding and weighting them by the length of time that they were outstanding.

Outstanding options and warrants representing 8,704,261 shares and 10,000,000
shares, respectively, for the three months ended December 31, 2000 and 1999,
have been excluded from the calculation of diluted loss per share as they would
be antidilutive.

CASH AND CASH EQUIVALENTS
For purposes of the Statement of Cash Flows, the Company considers all
short-term debt securities purchased with a maturity of three months or less to
be cash equivalents.

                                      8
<PAGE>

                              TREND MINING COMPANY
                     (FORMERLY SILVER TREND MINING COMPANY)
                         (AN EXPLORATION STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

COMPENSATED ABSENCES
The Company's employees are entitled to paid vacation, paid sick days and
personal days off depending on job classification, length of service and other
factors. The Company estimates that the amount of compensation for future
absences is minimal and immaterial for the period ended December 31, 2000 and
the year ended September 30, 2000 and, accordingly, no liability has been
recorded in the financial statements. The Company's policy is to recognize the
cost of compensated absences when compensation is actually paid to employees.

COMPREHENSIVE INCOME (LOSS)
The Company reports comprehensive income (loss) in accordance with FASB
Statement No. 130, "Reporting Comprehensive Income." Accordingly, accumulated
other comprehensive income or loss is included in the stockholders' equity
section of the balance sheets. Amounts are reported net of tax and include
unrealized gains or losses on available for sale securities.

DERIVATIVE INSTRUMENTS
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This standard establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. It requires
that an entity recognize all derivatives as either assets or liabilities on the
balance sheet and measure those instruments at fair value, at the appropriate
date.

At December 31, 2000, the Company had not engaged in any transactions that would
be considered derivative instruments or hedging activities.

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

EXPLORATION STAGE ACTIVITIES
The Company has been in the exploration stage since October 1, 1996, when the
Company emerged from a period of dormancy, and has no revenues from operations.
The Company is primarily engaged in the acquisition and exploration of mineral
properties. Should the Company locate a commercially viable reserve, the Company
would expect to actively prepare the site for extraction. The Company's
accumulated deficit prior to the exploration stage was $383,418.

EXPLORATION COSTS
In accordance with accounting principles generally accepted in the United States
of America, the Company expenses exploration costs as incurred. Exploration
costs expensed during the period ended December 31, 2000 and 1999 were $104,044
and $60,033, respectively. As of December 31, 2000, the exploration costs
expensed during the Company's exploration stage were $1,174,185.

                                      9
<PAGE>

                              TREND MINING COMPANY
                     (FORMERLY SILVER TREND MINING COMPANY)
                         (AN EXPLORATION STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts for cash, accounts payable, notes payable and accrued
liabilities approximate their fair value.

GOING CONCERN
As shown in the accompanying financial statements, the Company has no revenues,
has incurred a net loss of $747,870 for the period ended December 31, 2000 and
has an accumulated deficit during the exploration stage of $3,731,972. These
factors indicate that the Company may be unable to continue in existence in the
absence of receiving additional funding.

The financial statements do not include any adjustments related to the
recoverability and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.

The Company's management believes that it will be able to generate sufficient
cash from public or private debt or equity financing for the Company to continue
to operate based on current expense projections.

IMPAIRED ASSET POLICY
In March 1995, the Financial Accounting Standards Board issued a statement SFAS
No. 121 titled "Accounting for Impairment of Long-lived Assets." In complying
with this standard, the Company reviews its long-lived assets quarterly to
determine if any events or changes in circumstances have transpired which
indicate that the carrying value of its assets may not be recoverable. The
Company determines impairment by comparing the undiscounted future cash flows
estimated to be generated by its assets to their respective carrying amounts
whenever events or changes in circumstances indicate that an asset may not be
recoverable. Properties are acquired and recorded at fair values negotiated in
arm's length transactions. Although the Company expenses as costs the
exploration and maintenance of its properties and claims, if results of
exploration warrant an assessment of the carrying value of a mineral
property's acquisition cost, or if the Company has an indication that the
recorded fair value has declined, such costs will be reviewed and any
impairment will be recognized at that time.

INVESTMENT POLICIES
The Company uses the average cost method to determine the gain or loss on
investment securities held as available-for-sale based upon the accumulated cost
bases of specific investment accounts.

MINERAL PROPERTIES
The Company capitalizes only amounts paid in cash or stock as consideration for
the acquisition of real property (see Note 3). Properties are acquired and
recorded at fair values negotiated in arm's length transactions. Costs and
fees paid to locate and maintain mining claims, and to maintain the mineral
rights and leases, are expensed as incurred. When a property reaches the
production stage, the related capitalized costs will be amortized, using the
units of production method on the basis of periodic estimates of ore reserves.

                                      10
<PAGE>

                              TREND MINING COMPANY
                     (FORMERLY SILVER TREND MINING COMPANY)
                         (AN EXPLORATION STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

MINERAL PROPERTIES (CONTINUED)
Mineral properties are periodically assessed for impairment of value and any
diminution in value is charged to operations at the time of impairment. Should a
property be abandoned, its unamortized capitalized costs are charged to
operations. The Company charges to operations the allocable portion of
capitalized costs attributable to properties sold. Capitalized costs are
allocated to properties abandoned or sold based on the proportion of claims
abandoned or sold to the claims remaining within the project area.

NON-EMPLOYEE STOCK COMPENSATION
The Company values common stock issued for services, property and investments
based upon the fair market value of the common stock which reflects the most
recent trading value of Company stock.

RECLASSIFICATIONS
Certain amounts from prior periods have been reclassified to conform to the
current period presentation. This reclassification has resulted in no changes to
the Company's total accumulated deficit or net losses presented.

REVERSE STOCK SPLIT
The Company's board of directors authorized a 1 for 10 reverse stock split of
its no par value common stock. (See Note 4.) All references in the accompanying
financial statements to the number of common shares outstanding and per share
amounts have been restated to reflect the reverse stock split.

SEGMENT REPORTING
The Company adopted SFAS No. 131, "Disclosures about Segments of an Enterprise
and Related Information," in the fiscal year ended September 30, 1999. SFAS No.
131 requires disclosures about products and services, geographic areas and major
customers. The adoption of SFAS No. 131 did not affect the Company's results of
operations or financial position. The Company's mining properties were not
engaged in any business activity. The Company had no segments engaged in
business activities at December 31, 2000 and, therefore, no segment reporting is
required.

NOTE 3 - MINERAL PROPERTIES

The following describes the Company's significant mineral properties:

WYOMING PROPERTIES
During the year ended September 30, 1999, the Company entered into an agreement
with General Minerals Corporation (GMC) to acquire the Lake Owen Project located
in Albany County, Wyoming. The agreement with GMC entitled the Company to
receive 104 unpatented mining claims in exchange for 715,996 shares of common
stock, $40,000 in cash to be paid in four quarterly payments of $10,000 and
$750,000 in exploration expenditure commitments to be incurred over a three-year
option period. In May 2000, the Company issued an additional 129,938 shares of
common stock under this agreement for the acquisition of the Lake Owen Project.
(See Note 4.) The Company has capitalized $145,873 for cash paid and common
stock issued to acquire this Project.

                                      11
<PAGE>

                              TREND MINING COMPANY
                     (FORMERLY SILVER TREND MINING COMPANY)
                         (AN EXPLORATION STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 3 - MINERAL PROPERTIES (CONTINUED)

WYOMING PROPERTIES (CONTINUED)
The Company has located an additional 509 unpatented mining claims in an agreed
area of interest near the Lake Owen Project.

The Company also staked and claimed six claims known as the Albany Project
during the year ended September 30, 1999. These claims are located in Albany
County, Wyoming.

The Company also staked and claimed 42 unpatented mining claims known as the
Spruce Mountain claims and 179 unpatented mining claims known as the Centennial
West claims. These claims are also located in Albany County, Wyoming.

During the period ended December 31, 2000, the Company located and staked 155
unpatented mining claims in Albany County, Wyoming, including 34 and 121 claims,
which were staked at the Douglas Creek and Keystone properties, respectively.

MONTANA PROPERTIES
During March 2000, the Company acquired an option to purchase 8 mining claims in
Madison County, Montana, called the Intrepid Claims. The Company has paid $5,800
cash and issued 100,000 shares of its common stock at $0.89 per share under this
option. If the Company has not terminated the agreement by November 2001, an
additional 100,000 shares of its common stock will be issued. In the Company's
acquisition of these claims, it has capitalized $94,800 for cash paid and common
stock issued.

Also in Montana during 2000, the Company staked 121 claims for the Vanguard
Project. The Company explored and staked 36 claims known as the McCormick Creek
Project in Missoula County. Furthermore, the Company located and staked 433
claims in Stillwater County prior to December 31, 2000.

During the year ended September 30, 2000, the Company located and staked 395
claims in Stillwater County, Montana.

OREGON PROPERTY
During the year ended September 30, 1999, the Company entered into an agreement
in which it would explore and stake five claims located in Jackson County,
Oregon known as the Shamrock property. All transactions have been completed and
the Company has acquired title to these claims.

NEVADA PROPERTIES
During the year ended September 30, 1999, the Company entered into an agreement
whereby Mountain Gold Exploration would explore and stake claims, transferring
title to the Company upon completion thereof. Transactions were finalized for 13
claims known as the Hard Rock Johnson Property located in Clark County, Nevada.
During the period ended December 31, 2000, the Company located and staked 31
unpatented claims known as the Willow Springs Claims. These claims are located
in Nye County, Nevada.

CALIFORNIA PROPERTIES
The Company located 79 unpatented mining claims, known as the Pole Corral
property, in Tehema County, California. The Company located 33 unpatented mining
claims known as the Cisco Butte property in Placer County, California.

                                      12
<PAGE>

                              TREND MINING COMPANY
                     (FORMERLY SILVER TREND MINING COMPANY)
                         (AN EXPLORATION STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 3 - MINERAL PROPERTIES (CONTINUED)

CANADIAN PROPERTY
In August 2000, the Company entered into an agreement whereby Spectra Management
Corporation would explore and stake five claims representing about 67,000 acres
for the Company in northern Saskatchewan. This property is now known as the
Peter Lake Claims.

The following property is scheduled for disposal pursuant to the Company's new
focus on platinum and palladium related metals exploration.

NEVADA PROPERTY
In 1997, the Company acquired the Pyramid Mine, which consists of five
unpatented lode mining claims near Fallon, Nevada. The claims are within the
Walker Indian Reservation and located on the site of an old bombing range. As of
the date of these financial statements, no clean up has commenced on these
claims. The Company is not aware of any pending requirements for clean up of
hazardous materials. The Company's acquisition of Pyramid Mine was capitalized
at $70,333 for cash paid and common stock issued.

The following property was disposed of during the last year:

IDAHO PROPERTY
In July 2000, the Company entered into an agreement with New Jersey Mining
Company (New Jersey) whereby the Company received 50,000 shares of New Jersey's
restricted common stock in exchange for New Jersey's opportunity to earn a 100%
interest less a net smelter royalty in the Company's unpatented claims in
Kootenai County, Idaho. This agreement, concerning the claims known as the
Silver Strand Mine, which was part of the Company's prior silver mining
activities, will require a three-year work commitment by New Jersey totaling
$200,000. If the work commitment is not met, the Company will receive additional
common stock of New Jersey. The Company will retain a 1.5% net smelter return
until an aggregate of $50,000 in net smelter royalties have been received.
Thereafter, the Company's net smelter return will decrease to 0.5%. The value of
the securities received was $5,000 and the Company recognized a loss from the
property's capitalized acquisition cost of $118,753.

NOTE 4 - COMMON STOCK

On February 16, 1999, the Company's board of directors authorized a 1 for 10
reverse stock split of the Company's no par value common stock. As a result of
the split, 26,356,430 shares were retired. All references in the accompanying
financial statements to the number of common shares and per-share amounts for
the period ended December 31, 2000 and the year ended September 30, 2000 have
been restated to reflect the reverse stock split.

                                      13
<PAGE>

                              TREND MINING COMPANY
                     (FORMERLY SILVER TREND MINING COMPANY)
                         (AN EXPLORATION STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 4 - COMMON STOCK (CONTINUED)

The Company from time to time issues common stock in exchange for services,
as compensation or for the acquisition of assets. Such stock is recorded at
the fair market value on, or as near as possible to, the date of the
transaction.

During the year ended September 30, 2000, the Company issued 226,194 shares of
common stock, valued at $145,490 to officers and directors, as compensation;
530,177 shares of common stock valued at $251,635 for services provided to the
Company; 100,000 shares of common stock valued at $89,000 in exchange for
mineral property; 200,000 shares of common stock valued at $66,000 for New
Jersey Mining Company common stock; 65,285 shares of common stock valued at
$21,544 as incentive fees and 11,419,009 shares of common stock for cash of
$1,298,651. The Company issued 16,667 shares of common stock valued at
$11,000 to an employee as part of his employment agreement. The Company also
issued to General Minerals Corporation (GMC) an additional 129,938 shares
valued at $16,242 as part of the deferred acquisition cost of the Lake Owens
Project. In addition, the Company issued 200,000 shares of common stock
valued at $120,000 as partial consideration for the termination of certain
preemptive rights held by GMC.

During the three month period ended December 31, 2000, the Company issued 10,000
shares of common stock valued at $11,500 for services, 5,200 shares of common
stock valued at $5,880 as compensation, 33,333 shares of common stock from
options exercised by an employee for cash of $10,000, and 100,000 shares of
common stock sold for $100,000 cash as a private placement.

See Note 6 regarding future loan repayments in units of Trend securities.

NOTE 5 - COMMON STOCK OPTIONS AND WARRANTS

The Company had a Stock Option Plan, which was initiated to encourage and enable
qualified officers, directors and other key employees to acquire and retain a
proprietary interest in the Company by ownership of its common stock. A total of
ten percent of the currently issued and outstanding shares of the Company's
common stock may be subject to, or issued pursuant to the terms of the plan. No
options had been issued under the plan as of December 31, 2000, and the Plan has
been terminated. At the Company's Annual Meeting on February 23, 2001, the
Company's shareholders approved the adoption of the 2000 Equity Incentive
Plan. (See Note 13.)

None of the options described in this note were issued pursuant to a stock
option plan.

During 1999, the Company granted various stockholders options to acquire 150,000
shares of common stock at prices varying from $0.15 to $0.35 per share as
additional incentives for various stock purchases.

In February 2000, the Company granted an employee options until February 25,
2002 to acquire 33,333 shares of common stock at an exercise price of $0.30 per
share as compensation. The fair value of this option estimated on the grant date
using the Black-Scholes Option Price Calculation was $2,173. The employee
exercised these options in October 2000.

                                      14
<PAGE>

                              TREND MINING COMPANY
                     (FORMERLY SILVER TREND MINING COMPANY)
                         (AN EXPLORATION STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 5 - COMMON STOCK OPTIONS AND WARRANTS (CONTINUED)

During the fiscal year ended September 30, 2000, the Company's board of
directors issued options to purchase 67,000 shares of its common stock at $0.50
per share to six retired directors. The options were based on years of service
and are exercisable from April 15, 2000 to April 15, 2003. The fair value of
these options estimated on the grant date using the Black-Scholes Option Price
Calculation was $9,233.

As partial consideration for an amendment to the GMC option agreement, the
Company granted to GMC in June 2000 a warrant to purchase 200,000 shares for
$0.70 per share exercisable until June 12, 2002. The fair value of this warrant
estimated on the date of issuance using the Black-Scholes Options Price
Calculation was $18,000.

On November 17, 2000, the Company entered into a consulting agreement with R. H.
Barsom Company, Inc., under which the consultant would perform certain services
for the Company until June 30, 2001, for an advance fee of $100,000 and 180,000
shares of common stock. In early January 2001, the Company and the consultant
agreed to terminate the agreement. In connection with the termination, the
consultant surrendered the 180,000 shares of common stock and received warrants
to purchase 180,000 shares of the Company's common stock at $1.50 per share,
exercisable over approximately two years. The fair value of these warrants
estimated on the grant date using the Black-Scholes Option Price Calculation was
$25,200, which was included in consulting expenses for the quarter ended
December 31, 2000.

On November 8, 2000, effective November 1, 2000, the Company entered into a
24-month agreement with Eurofinance Inc. under which the entity would assist the
Company with certain investment community matters in return for a monthly fee of
$5,000, plus expenses, and warrants to purchase 820,000 shares of common stock.
The warrants were exercisable until November 1, 2005. In early January 2001,
this agreement was terminated, with the Company no longer obligated for the
remaining monthly fees, and only the warrant for 250,000 shares that vested on
November 1, 2000 remains outstanding. The fair value of this warrant estimated
on the grant date using the Black-Scholes Option Price Calculation was $82,500
which was included in consulting expenses for the quarter ended December 31,
2000.

In the above Black-Scholes Option Price Calculations, the Company used the
following assumptions to estimate fair value: the risk-free interest rate was
5.5%, volatility was 30%, and the expected life of the options and warrants
varied from two to five years.

TIGRIS FINANCIAL GROUP LTD./ELECTRUM LLC
On December 29, 1999, the Company entered into a stock purchase agreement with
Tigris Financial Group Ltd. under which Tigris purchased 1,000,000 shares of the
Company's common stock for $100,000, was granted an option until March 28, 2000
to acquire up to an additional 3,500,000 shares of common stock for an exercise
price of $0.14 per share, (or $490,000 in the aggregate), and was granted an
option to purchase, for $10,000, warrants to buy an additional 6,250,000 shares
of the Company's common stock at an exercise price of $0.40 per share. On March
8, 2000, Tigris assigned its rights under the stock purchase agreement to
Electrum LLC, an affiliate.

                                      15
<PAGE>

                              TREND MINING COMPANY
                     (FORMERLY SILVER TREND MINING COMPANY)
                         (AN EXPLORATION STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 5 - COMMON STOCK OPTIONS AND WARRANTS (CONTINUED)

Electrum exercised its option and acquired 3,500,000 shares of the Company's
common stock in March 2000. Pursuant to the terms of the stock purchase
agreement, upon exercise of this first option, Electrum was granted an option
until September 25, 2000 to purchase up to an additional 4,608,000 shares of
common stock at an exercise price of $0.14 per share, or $645,120 in the
aggregate.

On June 27, 2000, the Company and Electrum entered into an amendment to the
stock purchase agreement pursuant to which a previous option to purchase
4,608,000 shares was terminated. These options were replaced with an option
until July 5, 2000 to acquire up to an additional 1,597,588 shares at $0.062 per
share or $100,000 in the aggregate and, upon exercise in full of this option, an
option until

September 25, 2000 to acquire up to an additional 4,470,174 shares at an
exercise price of $0.115 per share, or $545,120 in the aggregate. In addition,
the option to purchase warrants was terminated and replaced with an option to
purchase, for $10,000, warrants to buy up to 7,979,761 shares at an exercise
price of $0.40 per share until September 20, 2003.

Electrum has exercised all of its options to purchase the Company's common stock
and its option to purchase the warrant. In connection with its acquisition of
those shares, Electrum assigned 3,530,174 shares and 500,000 warrants to third
parties. Subsequently, Electrum has assigned an additional 2,000,000 shares and
500,000 warrants.

As of December 31, 2000, Tigris and Electrum own approximately 30% of the
Company's outstanding common stock and, upon exercise of Electrum's warrants and
assuming the Company has issued no other shares, would own nearly 50% of the
Company's then outstanding common stock.

Electrum had certain preemptive rights, which were not exercised and have been
subsequently terminated. Tigris and Electrum have the right to proportional
representation on the Company's board of directors and registration rights for
all of the Company's common stock acquired through this agreement held by them.

As of December 31, 2000 and 1999, the Company had warrants outstanding as
described representing 8,609,761 and 6,500,000 shares of common stock,
respectively.

Following is a summary of the status of the options during the year ended
September 30, 2000 and the period ended December 31, 2000:

                                                                   Weighted
                                                  Number of         Average
                                                   Shares       Exercise Price
                                              ---------------   ---------------
Outstanding at October 1, 1999                        250,000   $           .39
Granted                                             9,990,595               .12
Exercised                                          (9,962,762)              .11
Forfeited                                                  --                --
Revised                                              (100,000)              .57
Expired                                               (50,000)              .35
                                              ---------------   ---------------
Outstanding at September 30, 2000                     127,833   $           .50
                                              ===============   ===============
Options exercisable at September 30, 2000             127,833   $           .50
                                              ===============   ===============

                                      16
<PAGE>

                              TREND MINING COMPANY
                     (FORMERLY SILVER TREND MINING COMPANY)
                         (AN EXPLORATION STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 5 - COMMON STOCK OPTIONS AND WARRANTS (CONTINUED)

Outstanding at October 1, 2000                             127,833         $ .50
Granted                                                         --            --
Exercised                                                   33,333           .30
Forfeited                                                       --            --
Revised                                                         --            --
Expired                                                         --            --
                                                           -------         -----
Outstanding at December 31, 2000                            94,500         $ .57
                                                           =======         =====
Options exercisable at December 31, 2000                    94,500         $ .57
                                                           =======         =====

      Exercise Date
--------------------------
On or before July 19, 2001                                  15,000         $ .50
On or before July 19, 2002                                  12,500         $1.00
On or before April 14, 2003                                 67,000         $ .50

In the subsequent period, the Company has issued additional warrants under
consulting agreements. (See Note 13.)

NOTE 6 - RELATED PARTY TRANSACTIONS

The Company has accrued director and officer fees in the amounts of $30,795 at
December 31, 2000, which included $11,800 owed to an officer who was paid in
January 2001 in common stock. As of December 31, 1999, the Company owed fees to
officers and directors of $11,100.

In June 2000, the Company and GMC amended the Lake Owen option agreement.
Pursuant to the amendment, the Company issued 416,961 shares at an average price
of $0.06 per share to GMC in connection with the exercise by GMC of preemptive
rights. In addition, the Company agreed to perform an additional $15,000 of
geophysical survey work on the Lake Owen project prior to December 31, 2000,
issued 200,000 additional shares of common stock to GMC and granted to GMC a
warrant to purchase 200,000 shares for $0.70 per share exercisable until June
12, 2002 in exchange for GMC's agreement to terminate its antidilution and
preemptive rights as provided in the original Lake Owen option agreement. The
geophysical survey work period has been extended beyond December 31, 2000.

RELATED PARTY LOANS
In November 2000, the Company borrowed $135,000 from Electrum. The loan bears
interest at an annual rate of 5% and is due either on December 1, 2005 or upon
the Company's completion of a public or private debt or equity financing.

In December 2000, the Company entered into an agreement with Electrum to provide
the right to borrow an additional $250,000. The funds obtained under this
agreement bear interest at 8%, and repayment is due on June 30, 2001 or upon the
Company's completion of a public or private debt or equity financing. As of
December 31, 2000, the Company had borrowed $150,000 under this agreement.

                                      17
<PAGE>

                              TREND MINING COMPANY
                     (FORMERLY SILVER TREND MINING COMPANY)
                         (AN EXPLORATION STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 6 - RELATED PARTY TRANSACTIONS (CONTINUED)

The loan agreement provides that if these loans are not paid by February 1,
2001, the Company is required to grant Electrum warrants to purchase 285,000
shares of the Company's common stock at $1.50 per share exercisable through
September 30, 2003. The loans were not repaid by February 1, 2001, and the
warrants have been issued. Electrum may also elect to be repaid the total
amounts outstanding under both loans in "units" of Trend securities, at the rate
of one unit per each dollar owed. Each unit would consist of one share of common
stock and a warrant to purchase one share of common stock at $1.50 per share,
exercisable through September 30, 2003. Electrum has agreed that at least
$100,000 of the November 2000 loan will be repaid in units. This conversion of
debt to equity was not reflected in the financial statements as of December 31,
2000. (See Note 13.)

EMPLOYMENT AGREEMENT
In July 2000, the Company entered into an employment agreement with John
Ryan, then the Chief Financial Officer, Secretary and Treasurer of the
Company, under which Mr. Ryan received 3,000 shares per month of Trend common
stock as compensation for his services. Mr. Ryan resigned in December 2000,
and this agreement was terminated. No amounts were owed to Mr. Ryan as of
December 31, 2000.

NOTE 7 - PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost. Major additions and improvements
are capitalized. Minor replacements, maintenance and repairs that do not
increase the useful lives of the assets are expensed as incurred. Depreciation
of property and equipment, including vehicles, is being calculated using the
straight-line method over the expected useful lives of five years of the assets.
Depreciation expense for the period ended December 31, 2000 and the year ended
September 30, 2000 was $4,487 and $10,823, respectively.

The following is a summary of property, equipment, and accumulated depreciation.

                                     December 31,         September 30,
                                         2000                  2000
                                     -------------        --------------
Furniture and Equipment              $      51,258        $       51,258
Less: Accumulated Depreciation             (15,568)              (11,081)
                                     -------------        --------------
                                     $      35,690        $       40,177
                                     =============        ==============

NOTE 8 - INVESTMENTS

The Company's securities investments are classified as available for sale
securities which are recorded at fair value in investments and other assets on
the balance sheet, with the change in fair value during the period excluded from
earnings and recorded net of tax as a component of other comprehensive income.
The Company has no securities, which are classified, as trading securities.

The Company recognized a charge for other comprehensive loss of $38,314 for the
year ended September 30, 2000, and other comprehensive loss for the change in
the market value of investments of $10,275 and $16,664 for the periods ended
December 31, 2000 and 1999, respectively.

                                      18
<PAGE>

                              TREND MINING COMPANY
                     (FORMERLY SILVER TREND MINING COMPANY)
                         (AN EXPLORATION STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 8 - INVESTMENTS (CONTINUED)

Available-for-sale securities consist of common stock stated at fair value and
are summarized as follows:

                                            December 31,    September 30,
             Investment                         2000            2000
      -------------------------            -------------   -------------
      New Jersey Mining Company            $      98,820   $     107,250
                                           =============   =============

NOTE 9 - NOTES PAYABLE

Following is a summary of long-term debt at December 31, 2000:

Note payable to First Security Bank, N.A
         Interest at 14.99%, secured by vehicle, payable in monthly
         installments of $179 through February 28, 2003                $  3,954

Note payable to First Security Bank, N.A
         Interest at 14.99%, secured by vehicle, payable in monthly
         installments of $231 through April 7, 2005                       8,683
                                                                       --------
         Total notes payable                                             12,637

         Less:  Current maturities included in current liabilities       (3,166)
                                                                       --------
                                                                       $  9,471
                                                                       ========

Following are the maturities of long-term debt for each of the next five years
ending on September 30:

        2001                                                           $  2,248
        2002                                                              3,608
        2003                                                              2,884
        2004                                                              2,345
        2005                                                              1,552
                                                                       --------
                                                                       $ 12,637
                                                                       ========

NOTE 10 - INCOME TAXES

At December 31, 2000, the Company has accumulated operating losses approximating
$2,500,000. These operating losses may be offset against future taxable income,
however there is no assurance that the Company will have income in the future.
Accordingly, the potential tax benefit of the net operating loss carryforward is
offset by a valuation allowance of the same amount. The Company's ability to
utilize these net operating loss carryforwards may be limited by ownership
changes.

                                      19
<PAGE>

                              TREND MINING COMPANY
                     (FORMERLY SILVER TREND MINING COMPANY)
                         (AN EXPLORATION STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 10 - INCOME TAXES (CONTINUED)

The Company had not filed a tax return for year ended September 30, 1999, and
was considered deficient with respect to that filing. In March 2001, the Company
filed its Federal Income Tax Returns for the years ended September 30, 2000 and
1999. The above operating losses carried forward to the income tax returns, and
it is unlikely that the Internal Revenue Service will impose penalties for
underpayment of income taxes. However, the Company may be subject to failure to
timely file penalties that are considered immaterial to these financial
statements. No provision for the recoverability of tax benefits has been
reported in the financial statements of the Company, due to their uncertainty.

NOTE 11 - COMMITMENTS AND CONTINGENCIES

LAKE OWEN OPTION AGREEMENT
In July 1999, the Company executed an option agreement with General Minerals
Corporation (hereinafter "GMC") wherein the Company may earn a 100% interest in
a mineral property in Albany County, Wyoming in exchange for its payment of
exploration expenditures during the three-year option period, which commenced on
July 27, 1999. Under the agreement, the Company is obligated to spend $750,000
on exploration expenditures for this project, commonly known as the Lake Owen
property, during the option period, with no less than $150,000 of such
expenditures to be made within the first year. The agreement was amended in June
2000 to include $15,000 of geophysical survey work.

In consideration for the aforementioned option, the Company paid GMC $40,000 in
cash and issued to GMC 715,996 shares in 1999 and 129,938 shares in 2000. In
connection with the exercise and termination of certain preemptive rights, GMC
acquired 616,961 shares and a warrant to purchase an additional 200,000 shares.

In connection with a modification of the original GMC agreement, the Company
issued 200,000 shares and warrants to acquire 200,000 additional shares at an
exercise price of $0.70 per share expiring on June 12, 2002.

INTREPID OPTION AGREEMENT
In May 2000, the Company entered into a three year lease and option agreement
under which it has the right to acquire a 100% interest in the eight Intrepid
claims. Upon entering the agreement, the Company paid the claim owners $5,800
and 100,000 shares of common stock. The Company is obligated to make exploration
expenditures of at least $10,000 by September 30, 2001, $15,000 by March 4, 2002
and $15,000 by March 4, 2003. In addition, the Company must make advance royalty
payments of $10,000 by March 4, 2001, $25,000 by March 4, 2002 and $35,000 for
each year thereafter.

During the option period, the Intrepid claims are subject to a net smelter
royalty of 3% on all ores produced and sold from the Intrepid claims. The
Company has the right to exercise the purchase option at any time for a total
purchase price of $320,000, with any advance royalty payments to be credited
against the purchase price, and the claim holders retaining a 0.5% net smelter
royalty. The Company has agreed to issue an additional 100,000 shares to the
claim holders if it has not terminated the agreement by November 2001.

                                      20
<PAGE>

                              TREND MINING COMPANY
                     (FORMERLY SILVER TREND MINING COMPANY)
                         (AN EXPLORATION STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 11 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

LEASE AGREEMENTS
Through the year ended September 30, 2000, the Company rented office facilities
in Coeur d'Alene, Idaho on a month-to-month basis for $350 per month. Total
rents paid during the year ended September 30, 2000 were $3,150.

During the period ended December 31, 2000, the Company entered into a lease for
its executive offices in Coeur d'Alene. The lease has a three-year term with
monthly rent of $2,656 in addition to a $2,656 security deposit. The Company has
the option to extend the lease for an additional two years at a monthly rent of
$2,921. The Company's rent expense was modified for payments for improvements
that were considered to be in lieu of lease expense. Total rents expensed during
the period ended December 31, 2000 were $8,001.

In July 2000, the Company entered into a new lease agreement for additional
office facilities in Reno, Nevada. The agreement is a two year lease and calls
for monthly payments of $1,725 during the first year and $1,775 during the
second year in addition to a $350 security deposit. Prior to the signing of this
lease, the Company had occupied the facilities on a month-to-month basis for
$1,714 per month. Total rents during the period ended December 31, 2000 and the
year ended September 30, 2000 were $5,245 and $3,438, respectively.

The minimum lease payment maturities as of December 31, 2000 to be paid for
three years based upon year ending September 30 are as follows:

           2001                     $   39,429
           2002                         47,397
           2003                         31,872
                                    ----------
           Total                    $  118,698
                                    ==========

CONSULTING AGREEMENTS
On November 17, 2000, the Company entered into a consulting agreement with
R.H. Barsom Company, Inc., under which the consultant would perform certain
services for the Company until June 30, 2001, for an advance fee of $100,000
and 180,000 shares of common stock. In early January 2001, the Company and
the consultant agreed to terminate the agreement. In connection with the
termination, the consultant surrendered the 180,000 shares of common stock
and received warrants to purchase 180,000 shares of the Company's common
stock at $1.50 per share, exercisable until January 2003.

On November 8, 2000, effective November 1, 2000, the Company entered into a
24-month agreement with Eurofinance Inc. under which the entity would assist
the Company with certain investment community matters in return for a monthly
fee of $5,000, plus expenses, and warrants to purchase 820,000 shares of
common stock. The warrants were exercisable until November 1, 2005. In early
January 2001, this agreement was terminated, with the Company no longer
obligated for the remaining monthly fees, and only the warrant for 250,000
shares that vested on November 1, 2000 remains outstanding.

                                      21
<PAGE>

                              TREND MINING COMPANY
                     (FORMERLY SILVER TREND MINING COMPANY)
                         (AN EXPLORATION STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 11 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

On October 31, 2000, the Company entered into a consulting agreement with Mr.
Brian Miller under which Mr. Miller would perform certain services for the
Company. Under this agreement, Mr. Miller received cash for his services and was
granted 10,000 shares of common stock effective at the earlier of December 31,
2000 or the termination of the consulting arrangement. Mr. Miller satisfied his
responsibilities under the agreement, and the 10,000 shares of common stock were
issued on January 2, 2001.

NOTE 12 - DISPOSAL AND IMPAIRMENT OF ASSETS

In late 1998, the Company acquired mining equipment valued at $180,000 in
exchange for 600,000 shares of common stock with a value of $0.30 per share.
Most of this equipment was sold during the year ending September 30, 1999 for
$32,300, resulting in a realized loss of $129,700. In addition, an impairment
of $14,000, representing the excess of the $18,000 carrying value of the
remaining equipment over its fair value of $4,000, was included in the loss
on disposition and impairment of assets charged to operations in the year
ended September 30, 1999. The Company also recognized a loss of $55,000 on
the sale of the Rae Wallace Mine, which had been acquired during 1998 for
$75,000 in common stock and was sold in 1999 for $20,000. In addition, the
Company sold miscellaneous equipment in 1999, recognizing $7,026 in
additional gains. (See Note 3.)

During the year ended September 30, 2000, the Company recognized a loss of
$118,753 on the sale of the Silver Strand Mine, for which it received New
Jersey Mining Company stock valued at $5,000 and retained a royalty. The mine
had been acquired for common stock in 1984. (See Note 3.)


NOTE 13 - SUBSEQUENT EVENTS

RELATED PARTY LOANS

In connection with the loan agreements with Electrum, in February 2001, the
Company granted to Electrum warrants to purchase 285,000 shares of its common
stock at $1.50 per share, exercisable through September 30, 2003. On March
12, the Company entered into an agreement with Electrum under which the
Company borrowed an additional $50,000 to fund its operating costs, on the
same interest and repayment terms as the loans under the December loan
agreement. Under this agreement, in March 2001, the Company granted to
Electrum warrants to purchase 50,000 shares of its common stock at $1.50 per
share, exercisable through September 30, 2006. The Company also agreed to
extend through September 30, 2006, the expiration dates of the warrants to
acquire 6,979,761 shares issued under the stock purchase agreement and the
warrants to acquire 285,000 shares issued under the December agreement.


REINCORPORATION AND EQUITY INCENTIVE PLAN

On February 23, 2001, the Annual Meeting of the Shareholders was held and the
following matters were approved:

REORGANIZATION AND REINCORPORATION
The Shareholders approved the reincorporation of the Company as a Delaware
corporation pursuant to an agreement and plan of merger dated January 26, 2001.
As a Delaware company, Trend will have 100,000,000 shares of authorized common
stock with a par value of $0.01 per share, and 20,000,000 shares of authorized
preferred stock with a par value of $0.01, with rights and preferences to be
determined by the Company's Board of Directors. One share of Series A preferred
stock will be created and issued to Mr. Kaplan and will require the holder's
approval of all subsequent stock and equity issuances until such time as none
of Mr. Kaplan, Electrum LLC and Mr. Edelman beneficially own more than twenty
percent of the Company's outstanding stock. Holders of the Company's common
stock will vote on the continued existence of the Series A preferred stock at
each subsequent annual meeting. If the Series A preferred stock is not
continued, the outstanding share of Series A preferred stock will convert to
one share of common stock.

                                      22
<PAGE>

                              TREND MINING COMPANY
                     (FORMERLY SILVER TREND MINING COMPANY)
                         (AN EXPLORATION STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 13 - SUBSEQUENT EVENTS (CONTINUED)

2000 EQUITY INCENTIVE PLAN
The Shareholders approved the adoption of the 2000 Equity Incentive Plan and the
reservation of 5,000,000 shares of Common Stock for distribution under the plan.
These shares and options to acquire those shares may be granted to the Company's
employees (including officers), directors and consultants. The plan will
terminate on January 4, 2011. The exercise price of options granted under this
plan will not be less than the fair market price on the date of grant and in
some cases not less than 110% of the fair market price. The term, vesting
schedule, transfer restrictions and termination are to be determined by the
Company's Board of Directors.

On February 23, 2001, the Company issued under the plan to its then five
non-employee directors an aggregate of 75,000 shares of common stock and
options to acquire 75,000 shares with an exercise price of $0.80 per share
exercisable until February 23, 2004. The Company also issued under the plan
to its employees (including officers) options to acquire 1,125,000 shares
with an exercise price of $0.80 per share exercisable until February 23, 2004.

INTREPID CLAIMS
In March 2001, the Company and the holders of the Intrepid claims agreed to
replace the March $10,000 advance royalty payment with a $9,000 payment due May
11, 2001. In connection with this agreement, the Company issued to the holders
3,000 shares of common stock on March 11 with an aggregate value of $2,400.

NOTE 14 - CORRECTIONS OF ERRORS INCLUDED IN PREVIOUSLY ISSUED FINANCIAL
STATEMENTS

The Company has made the following corrections to previously filed financial
statements for changes in accounting estimates and policies which are being
accounted for as corrections of errors.

For the year ended September 30, 1998, the Company corrected its stock records
for the issuance of 9,000 shares of common stock valued at $4,500 with
adjustments to common stock and accumulated deficit. Also, the Company corrected
its treatment of certain capitalized organizational expenses of $31,520 by
charging to income after operations as a correction and change in accounting
policy.

The Company considered its silver and gold operations as discontinued, but after
further review determined that since these operations did not represent a
distinct segment, it was not appropriate to account for them as discontinued
operations. Changes made to previously filed financial statements for the year
ended September 30, 1999 have been reversed and restated as results from
continuing operations and dispositions of assets where appropriate.

For the year ended September 30, 1999, the Company made the following
corrections:

COMMON STOCK:
The Company received a payment of $1,000, which was recorded as a stock purchase
and should have been treated as miscellaneous income. The Company also
duplicated its recording of stock issued for certain consulting services which,
based upon prior valuations, had overvalued stock issuances by $11,503.

                                      23
<PAGE>

                              TREND MINING COMPANY
                     (FORMERLY SILVER TREND MINING COMPANY)
                         (AN EXPLORATION STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 14 - CORRECTIONS OF ERRORS INCLUDED IN PREVIOUSLY ISSUED FINANCIAL
STATEMENTS (CONTINUED)

STOCK OPTIONS:
The Company originally omitted valuing certain stock options issued to a third
party. The terms and conditions of these options, after review, were deemed to
have a value of $2,659 using a Black-Scholes Option Price Calculation, which was
recognized as a financing cost to the Company.

MINERAL PROPERTIES:
Previously the Company capitalized $14,529 in exploration costs, which should
have been expensed under accounting policies generally accepted in the United
States. The Company also did not include in its acquisition costs of its Lake
Owen claims certain deferred acquisition costs of $16,242 that should have
been capitalized at the original purchase date.

ACCRUED EXPENSE:
The Company had expenses associated with acquiring certain mineral claims that
had not been recorded in the appropriate period totaling $14,470.

NOTES PAYABLE & DEFERRED MINERAL ACQUISITION COSTS:
A portion of the Company's commitments for the Lake Owen Acquisition was
originally recorded as a Note Payable and was subsequently reclassified as a
deferred acquisition commitment of $30,000.

The Company has made all of the appropriate changes and disclosures for the
above correction. The financial statements and notes thereto have been changed
to reflect the increase in accumulated deficit and net losses for 1999 and 1998
of $19,155 and $36,020, respectively.

                                      24
<PAGE>

                              TREND MINING COMPANY
                     (FORMERLY SILVER TREND MINING COMPANY)
                         (AN EXPLORATION STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 15 - CORRECTIONS OF ESTIMATES IN PREVIOUSLY FILED FINANCIAL STATEMENTS

The Company changed its method of determining the fair market value of certain
stock and warrant issuances. The effect of this change on the years ended
September 30, 2000 and 1999 are as follows:

<TABLE>
<CAPTION>
                                                                 For year ended September 30
                                                                 ---------------------------
                                                                      2000       1999
                                                                    --------   --------
<S>                                                                 <C>        <C>
Mineral properties correction in value                              $ 59,000   $     --
Investments correction in value                                       40,000         --
Services and associated expenses                                     255,660    104,820
Compensation                                                          63,520     34,526
                                                                    --------   --------
Change in valuation of common stock issued                           418,180    139,346
                                                                    --------   --------
Value of warrant issued for modification of
    terms of agreement                                                18,000    139,346
                                                                    --------   --------
Total corrections in value                                           436,180    139,346
                                                                    --------   --------
Less: Correction in mineral property value                            59,000         --
    Correction in investment                                          40,000         --
                                                                    --------   --------
Increase in net loss and accumulated deficit from the exploration
  stage                                                             $337,180   $139,346
                                                                    ========   ========
</TABLE>

The below information summarizes the effect on loss from operations, net loss
and loss per share for the corrections in estimates in Note 15 and the
correction of errors from Note 14.

Loss from operations as previously reported         $(1,725,980)    $  (370,537)
Correction of errors                                   (121,279)        (63,662)
Correction of estimates                                (337,180)       (139,346)
                                                    -----------     -----------
Loss from operations as corrected                    (2,184,439)       (573,845)
                                                    ===========     ===========
Net loss as previously reported                      (1,847,359)       (434,199)
Correction of estimates                                (337,180)       (139,346)
                                                    -----------     -----------
Net loss as corrected                                (2,184,439)       (573,545)
                                                    ===========     ===========
Loss per share as previous reported                 $      (.18)    $      (.14)
Correction of estimates                                    (.03)           (.05)
                                                    -----------     -----------
Loss per share as corrected                         $      (.21)    $      (.19)
                                                    ===========     ===========

The above changes and their effects on the financial statements are discussed in
the appropriate notes to the restated financial statements.

                                      25
<PAGE>

                              TREND MINING COMPANY
                     (FORMERLY SILVER TREND MINING COMPANY)
                         (AN EXPLORATION STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 15 - CORRECTIONS OF ESTIMATES IN PREVIOUSLY FILED FINANCIAL STATEMENTS
(CONTINUED)

For the quarters ended December 31, 2000, and December 31, 1999, the subsequent
changes in estimates of the fair market value for equity issuance resulted in
the following changes.

                                                               2000        1999
                                                             -------     -------
Services                                                     $ 1,500     $73,588
Compensation                                                     874       2,364
                                                             -------     -------
Change in common stock and accumulated deficit               $ 2,374     $76,222
                                                             =======     =======

The financial statement disclosures and the notes thereto have been corrected to
show an increase in accumulate deficit from the exploration stage and net loss
by $2,374 and $76,222, respectively for the quarters ended December 31, 2000 and
1999. These changes result in no appreciable change to loss per share for the
quarter ended December 31, 2000, and an increase from $0.02 to $0.03 in the loss
per share for the quarter ended December 31, 1999.

                                      26
<PAGE>

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

     Our loss for the quarter ended December 31, 2000 was $748,000 which
increased our accumulated deficit as of December 31, 2000 to $4,115,000. We
have inadequate cash to fund our planned acquisition and exploration
activities and other operations during the next 12 months. These factors
raise substantial doubts about our ability to continue as a going concern
without raising significant additional capital.

     Since February 2000, the exercise by Electrum LLC of its options to acquire
our common stock and other private financing have generated approximately
$1,289,000 in funds to finance our planned activities. As of February 12, 2001,
we have borrowed approximately $335,000 from Electrum LLC, our largest
stockholder, to fund certain activities pursuant to financial arrangements under
which we can borrow an additional $50,000. We expect to borrow the remaining
funds from Electrum in the near future. Electrum has agreed to convert at least
$100,000 of the debt to equity and has received warrants exercisable until
September 30, 2003 to purchase 285,000 shares of common stock for $1.50 per
share. We need to seek additional financing from the public or private debt or
equity markets to continue our business activities. In connection with our
proposed reincorporation in Delaware, we will be increasing our authorized
common stock from 30,000,000 to 100,000,000 shares, authorizing 20,000,000
shares of preferred stock and entering an arrangement with our largest
shareholders which would give them the right to approve the issuance of equity
securities. There can be no assurance that Electrum will continue to advance
funds to us or that our efforts to obtain additional financing will be
successful. If we are unable to raise additional capital, we may have to suspend
or cease operations.

     If we are able to raise additional capital on acceptable terms, our primary
business objective in 2001 will be to focus on the evaluation and possible
acquisition of additional properties which have platinum group minerals
potential. We will focus on satisfying the work commitments that are required on
the Lake Owen property under the Lake Owen option agreement. We plan to spend
from $100,000 to $400,000 during 2001 on claim-staking activities, scientific
analyses of existing geologic data, and general exploration activities on the
Lake Owen property. In addition, we anticipate spending from $200,000 to
$300,000 on a selected basis on our other existing properties for reconnaissance
and detailed exploration work, which may include geological mapping, geochemical
sampling, and/or geophysical surveys. We expect to spend from $175,000 to
$275,000 on new projects and acquisitions during this period if additional funds
are available on acceptable terms for these activities. During the quarter ended
December 31, 2000, our exploration expenditures totaled $104,000.

     As of December 31, 2000, we had a net operating loss for federal income tax
purposes of approximately $2,500,000. A significant portion of this net
operating loss may expire without it being utilized, as we may be unable to
begin profitable operations, which would involve moving from being an
exploration stage company to a development stage company and finally an
operating entity, before its expiration. The net operating loss may be further
limited under Internal Revenue Service rules concerning limitations from
ownership changes. Our management believes there is no current basis for the
recognition of the value of the deferred tax assets derived from the net
operating loss. At such time that our management believes that profitable
operations are imminent, the value of any net operating loss then available will
be used to determine the net deferred tax asset, if any, to be recognized.

                                       27
<PAGE>

                           FORWARD-LOOKING STATEMENTS

     This Form 10-QSB contains forward-looking statements that involve
substantial risks and uncertainties. Investors and prospective investors in our
common stock can identify these statements by forward-looking words such as
"may," "will," "expect," "intend," "anticipate," "believe," "estimate,"
"continue" and other similar words. Statements that contain these words should
be read carefully because they discuss our future expectations, make projections
of our future results of operations or of our financial condition or state other
"forward-looking" information. We believe that it is important to communicate
our future expectations to our investors. However, there may be events in the
future that we are not able to accurately predict or control. The factors listed
in the section captioned "Management's Discussion and Analysis or Plan of
Operation," as well as any cautionary language in this Form 10-QSB, provide
examples of risks, uncertainties and events that may cause our actual results to
differ materially from the expectations we describe in our forward-looking
statements. Investors and prospective investors in our common stock should be
aware that the occurrence of the events described in the "Management's
Discussion and Analysis or Plan of Operation" section and elsewhere in this Form
10-QSB could have a material adverse effect on our business, operating results
and financial condition.


PART II

ITEM 1. LEGAL PROCEEDINGS.

     None.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

     RECENT SALES OF UNREGISTERED SECURITIES

     We had 18,467,320 shares of common stock issued and outstanding as of
January 31, 2001. Of these shares, approximately 2.8 million shares may be sold
without limitation under Rule 144, adopted under the Securities Act of 1933 (the
"Securities Act"), and approximately 4.2 million shares can only be resold in
compliance with Rule 144 volume limitations.

     Effective February 16, 1999, we completed a 1 for 10 reverse stock split of
our common stock. Unless otherwise stated, all share amounts set forth in this
Form 10-QSB are presented on a post-split basis.

     In general, under Rule 144, a person who has beneficially owned shares
privately acquired directly or indirectly from us or from one of our affiliates,
for at least one year, or who is an affiliate, is entitled to sell, within any
three-month period, a number of shares that do not exceed the greater of 1% of
the then outstanding shares or the average weekly trading volume in our shares
during the four calendar weeks immediately preceding such sale. Sales under Rule
144 are also subject to certain manner of sale provisions, notice requirements
and the availability of current public information about us. A person who is not
deemed to have been an affiliate at any time during the 90 days preceding a
sale, and who has beneficially owned restricted shares for at least two years,
is entitled to sell all such shares under Rule 144 without regard to the volume
limitations, current public information requirements, manner of sale provisions
or notice requirements.

     The issuances discussed under this section are exempted from registration
under Rule 506 of the Securities Act ("Rule 504") or Section 4(2) of the
Securities Act ("Section 4(2)"), as provided. All

                                       28
<PAGE>

purchasers of the following securities acquired the shares for investment
purposes only and all stock certificates reflect the appropriate legends. No
underwriters were involved in connection with the sales of securities referred
to in this section.

     Certain shares issued in non-cash transactions have been revalued to more
accurately reflect their fair market value on the date of issuance. Descriptions
of these transactions include both the fair market value and the value
previously reported.

          COMMON STOCK

1.   On October 10, 2000, we issued 33,333 shares pursuant to Section 4(2) to an
employee for a purchase price of $10,000.

2.   On October 15, 2000, we issued 10,000 shares, valued at $11,500, pursuant
to Section 4(2) to a consultant as payment for consulting services, which shares
were previously valued at $10,000.

3.   In October 2000, we issued 3,000 shares, valued at $3,900, pursuant to
Section 4(2) to one of our officers in lieu of cash payment for services, which
shares were previously valued at $3,180.

4.   On November 17, 2000, we issued 180,000 shares pursuant to Section 4(2) to
a consultant as partial payment for consulting services valued at approximately
$215,000. In January 2001, these shares were surrendered.

5.   On December 6, 2000, we issued 2,200 shares, valued at $1,980, pursuant to
Section 4(2) to one of our employees in lieu of salary payments, which shares
were previously valued at $1,826.

6.   In December 2000, we issued 100,000 shares pursuant to Rule 506 to two
investors for an aggregate purchase price of $100,000.

          WARRANTS

1.   On November 1, 2000, we granted to a consultant pursuant to Section 4(2)
warrants until November 1, 2005 to purchase 820,000 shares at an exercise price
of $1.50 per share. The warrants were to vest as follows: 250,000 share vested
on November 1, 2000; 250,000 shares vest on May 1, 2001; 200,000 shares vest on
November 1, 2001; and 120,000 shares vest on May 1, 2002. On January 18, 2001,
the agreement underlying the warrant grant was terminated, and only the warrants
for 250,000 shares which vested on November 1, 2000 remain outstanding.

2.   In January 2001, we granted to a consultant pursuant to Section 4(2)
warrants until January 2003 to purchase 180,000 shares at an exercise price of
$1.50 per share.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

     None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     None.

                                       29
<PAGE>

ITEM 5. OTHER INFORMATION.

     None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

     (a)  Exhibits

The following Exhibit is filed herewith.

<TABLE>
<CAPTION>
Exhibit
  No.     Description of Exhibits
-------   -----------------------
<S>       <C>
 23.1     Consent of Williams & Webster, P.S., dated March 23, 2001.
</TABLE>

-------------------

     (b)  Reports on Form 8-K.

     We did not file any reports on Form 8-K during the quarter ended December
31, 2000.

                                       30
<PAGE>

                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused
this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                       TREND MINING COMPANY


Dated:  March 26, 2001                 By: /s/ Kurt J. Hoffman
                                          -------------------------------------
                                          Kurt J. Hoffman
                                          President and Chief Executive Officer
                                          (PRINCIPAL EXECUTIVE OFFICER)


                                       31
<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.    Description
-----------    -----------
<S>            <C>
   23.1        Consent of Williams & Webster, P.S., dated March 23, 2001.
</TABLE>