<PAGE>

================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A
                                 AMENDMENT NO. 2
     (MARK ONE)
         /X/      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                  THE SECURITIES EXCHANGE ACT OF 1934
                  FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2000

         / /      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                  THE SECURITIES EXCHANGE ACT OF 1934
                    FOR THE TRANSITION PERIOD FROM     TO

                         Commission file number 0-31159

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

                              TREND MINING COMPANY
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                 MONTANA                                 81-0304651
(State of Incorporation or Organization)    (I.R.S. Employer Identification No.)

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

                                 (208) 664-8095
              (Registrant's telephone number, including area code)

           Securities registered pursuant to Section 12(b) of the Act:

                                      NONE

           Securities registered pursuant to Section 12(g) of the Act:

                                  COMMON STOCK
                                (Title of Class)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 / /

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. / /

     The registrant had no revenues for the most recent fiscal year.

     The aggregate market value of the voting stock held by non-affiliates of
the registrant based on the closing price on December 15, 2000 of $1.05 was
approximately $8,364,817.

     The number of shares of Common Stock outstanding as of December 15, 2000
was 18,461,309.

                       DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the Registrant's Definitive Proxy Statement to be filed with
the Securities and Exchange Commission pursuant to Regulation 14A in connection
with the 2001 Annual Meeting of Shareholders are incorporated by reference in
Part III of this Report on Form 10-KSB.

================================================================================


<PAGE>

                                EXPLANATORY NOTE

         This Annual Report on Form 10-KSB/A for the fiscal year ended
September 30, 2000 (the "Report") is being filed solely to amend Item 7.

         This Form 10-KSB/A constitutes Amendment No. 2 to the Report.

                                       1

<PAGE>


ITEM 7.   FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

CONSOLIDATED FINANCIAL STATEMENTS                                                                           PAGE
----------------------------------                                                                          ----

<S>                                                                                                         <C>
Independent Auditor's Report.............................................................................    F-2

Balance Sheet at September 30, 2000 and 1999.............................................................    F-3

Consolidated Statement of Operations and Comprehensive Income (Loss) for the Years Ended September 30,
2000 and 1999............................................................................................    F-4

Consolidated Statement of Stockholders' Equity for the Years Ended September 30, 2000 and 1999...........    F-5

Consolidated Statement of Cash Flows for the Years Ended September 30, 2000 and 1999.....................    F-7

Notes to the Consolidated Financial Statements...........................................................    F-8
</TABLE>

                                       2

<PAGE>

                FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX

<TABLE>
<CAPTION>

CONSOLIDATED FINANCIAL STATEMENTS                                                                           PAGE
----------------------------------                                                                          ----

<S>                                                                                                         <C>
Independent Auditor's Report.............................................................................    F-2

Consolidated Balance Sheet at September 30, 2000 and 1999................................................    F-3

Consolidated Statement of Operations and Comprehensive Income (Loss) for the Years Ended September 30,
2000 and 1999............................................................................................    F-4

Consolidated Statement of Stockholders' Equity for the Years Ended September 30, 2000 and 1999...........    F-5

Consolidated Statement of Cash Flows for the Years Ended September 30, 2000 and 1999.....................    F-7

Notes to the Consolidated Financial Statements...........................................................    F-8
</TABLE>

                                      F-1

<PAGE>

The Board of Directors
Trend Mining Company
Coeur d'Alene, Idaho


                          INDEPENDENT AUDITOR'S REPORT

We have audited the accompanying balance sheets of Trend Mining Company
(formerly Silver Trend Mining Company) (an exploration stage company) as of
September 30, 2000 and 1999, and the related statements of operations and
comprehensive loss, stockholders' equity, and cash flows for the years then
ended and for the period from October 1, 1996 (inception of exploration stage)
to September 30, 2000. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with United States of America generally
accepted auditing standards. Those standards require that we plan and perform
the audits to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Trend Mining Company as of
September 30, 2000 and 1999, and the results of its operations and its cash
flows for the years then ended, and for the period from October 1, 1996
(inception of exploration stage) to September 30, 2000, in conformity with
United States of America generally accepted accounting principles.

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 resulted in an understatement of net losses for the
years ended September 30, 2000 and 1999 of $339,282 and $301,715, respectively.
Accordingly, an adjustment has been made to accumulated deficit to correct for
these errors.



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

December 15, 2000 (Except for Notes 14 and 15, as to which the date is
May 17, 2001.)

                                      F-2

<PAGE>





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

<TABLE>
<CAPTION>

                                                                               September 30,
                                                                  -----------------------------------------
                                                                        2000                     1999
                                                                     (Restated)               (Restated)
                                                                  ----------------         ----------------
<S>                                                               <C>                      <C>
ASSETS

CURRENT ASSETS
      Cash                                                        $      102,155           $        8,998
      Prepaid expenses                                                     1,725                    1,000
      Equipment held for resale                                            4,000                    4,000
                                                                  ----------------         ----------------
             Total Current Assets                                        107,880                   13,998
                                                                  ----------------         ----------------

MINERAL PROPERTIES                                                             -                        -
                                                                  ----------------         ----------------

PROPERTY AND EQUIPMENT                                                    40,177                      997
                                                                  ----------------         ----------------

OTHER ASSETS
      Investments                                                        107,250                   96,750
                                                                  ----------------         ----------------


TOTAL ASSETS                                                      $      255,307           $      111,745
                                                                  ================         ================

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
      Accounts payable                                            $      334,328           $       14,264
      Accrued expenses                                                    19,447                   26,256
      Deferred mineral property costs                                          -                   46,242
      Note payable                                                             -                    2,000
      Current portion of long term debt                                    2,992                        -
                                                                  ----------------         ----------------
             Total Current Liabilities                                   356,767                   88,762
                                                                  ----------------         ----------------

LONG-TERM DEBT, net of current portion                                    10,389                        -
                                                                  ----------------         ----------------

COMMITMENTS AND CONTINGENCIES                                                  -                        -
                                                                  ----------------         ----------------

STOCKHOLDERS' EQUITY
      Common stock, no par value, 30,000,000
             shares authorized; 18,232,776 and
             5,345,511 shares issued and outstanding,
             respectively                                                182,327                   53,454
      Additional paid-in capital                                       3,296,898                1,452,009
      Stock options and warrants                                         118,920                    2,659
      Pre-exploration stage accumulated deficit                         (558,504)                (558,504)
      Accumulated deficit during exploration stage                    (3,151,077)                (964,536)
      Accumulated other comprehensive income (loss)                         (413)                  37,901
                                                                  ----------------         ----------------
             TOTAL STOCKHOLDERS' EQUITY                                 (111,849)                  22,983
                                                                  ----------------         ----------------

TOTAL LIABILITIES AND
      STOCKHOLDERS' EQUITY                                        $      255,307           $      111,745
                                                                  ================         ================
</TABLE>

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

                                       F-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, 1996
                                                                                                        (Inception of
                                                                     For the Year Ended              Exploration Stage)
                                                            -------------------------------------             to
                                                              September 30,       September 30,         September 30,
                                                                  2000                1999                  2000
                                                               (Restated)          (Restated)             (Restated)
                                                            -------------------------------------------------------------

<S>                                                         <C>                 <C>                  <C>
REVENUES                                                    $             -     $             -      $                -
                                                            -----------------   -----------------    --------------------

EXPENSES
      Mineral property expense                                    1,069,215             260,524               1,479,814
      General and administrative                                    456,611             141,751                 633,399
      Officers and directors compensation                           262,249             116,559                 396,058
      Legal and professional                                        362,090              12,745                 384,680
      Depreciation                                                   10,823                 288                  11,111
                                                            -----------------   -----------------    --------------------
          Total Expenses                                          2,160,988             531,867               2,905,062
                                                            -----------------   -----------------    --------------------

OPERATING LOSS                                                   (2,160,988)           (531,867)             (2,905,062)
                                                            -----------------   -----------------    --------------------

OTHER INCOME (EXPENSES)
      Dividend and interest income                                    1,249                 319                   6,339
      Gain (loss) on disposition and impairment of assets             5,000            (191,674)               (188,226)
      Gain on investment sales                                        5,420               1,177                   1,309
      Financing expense                                             (36,185)                  0                 (70,364)
      Interest expense                                               (1,137)               (504)                 (1,651)
      Miscellaneous income                                              100               5,790                   6,578
                                                            -----------------   -----------------    --------------------
          Total Other Income (Expense)                              (25,553)           (184,892)               (246,015)
                                                            -----------------   -----------------    --------------------

INCOME (LOSS) BEFORE INCOME TAXES                                (2,186,541)           (716,759)             (3,151,077)

INCOME TAXES                                                              -                   -                       -
                                                            -----------------   -----------------    --------------------

NET LOSS                                                         (2,186,541)           (716,759)             (3,151,077)
                                                            -----------------   -----------------    --------------------

OTHER COMPREHENSIVE INCOME (LOSS)
      Change in market value of investments                         (38,314)            (79,179)                   (413)
                                                            -----------------   -----------------    --------------------

NET COMPREHENSIVE LOSS                                      $    (2,224,855)    $      (795,938)     $       (3,151,490)
                                                            =================   =================    ====================


BASIC AND DILUTED NET LOSS PER SHARE,                       $         (0.21)    $         (0.23)     $            (0.45)
                                                            =================   =================    ====================

WEIGHTED AVERAGE NUMBER OF
      COMMON SHARES OUTSTANDING                                  10,282,013           3,086,697               6,940,919
                                                            =================   =================    ====================
</TABLE>

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

                                       F-4

<PAGE>

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

<TABLE>
<CAPTION>



                                                                                                                 Restated

                                        Common Stock                     Stock
                                     -------------------   Additional   Options                      Other
                                     Number of              Paid-In       and      Accumulated   Comprehensive
                                      Shares     Amount     Capital     Warrants     Deficit        Income         Total
                                     ---------   -------   ----------   --------   -----------   -------------   ---------

<S>                                  <C>         <C>       <C>          <C>        <C>           <C>             <C>
Balance, October 1, 1996             1,754,242   $17,542   $  663,218   $      -   $  (558,504)  $           -   $ 122,256

Common stock issuances as follows:
  - for cash at $0.50 per share        200,000     2,000       98,000          -             -               -     100,000
  - for payment of liabilities and
    expenses at $0.50 per share         45,511       455       22,301          -             -               -      22,756

Net loss for the year ended
September 30, 1997                           -         -            -          -      (128,614)              -    (128,614)
                                     ---------   -------   ----------   --------   -----------   -------------   ---------

Balance, September 30, 1997          1,999,753    19,997      783,519          -      (687,118)              -     116,398

Common stock issuances as follows:
  - for mineral property at $0.50
    per share                          150,000     1,500       73,500          -             -               -      75,000
  - for lease termination at $0.50
    per share                           12,000       120        5,880          -             -               -       6,000
  - for debt at $0.50 per share         80,000       800       39,200          -             -               -      40,000
  - for cash at $0.20 per share          7,500        75        1,425          -             -               -       1,500
  - for compensation at $0.50 per
    share                                9,000        90        4,410          -             -               -       4,500

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

Net loss for the year ended
September 30, 1998                           -         -            -          -      (119,163)              -    (119,163)

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

Balance, September 30, 1998          2,258,253    22,582      907,934      2,659      (806,281)        117,080     243,974

Common stock issuances as follows:
  - for cash at an average of
    $0.07 per share                    555,000     5,550       35,450          -             -               -      41,000
  - for prepaid expenses at $0.33
    per share                           50,000       500       16,000          -             -               -      16,500
  - for consulting services at an
    average of $0.20 per share         839,122     8,391      158,761          -             -               -     167,152
  - for mineral property option
    at $0.13 per share                 715,996     7,160       82,471          -             -               -      89,631
  - for officers' compensation at
    an average of $0.24 per share      300,430     3,004       70,522          -             -               -      73,526
  - for debt, investment and
    expenses at $0.30 per share          9,210        92        2,671          -             -               -       2,763
  - for directors' compensation at
    an average of $0.25 per share       16,500       165        3,960          -             -               -       4,125
  - for rent at $0.25 per share          1,000        10          240          -             -               -         250
  - for equipment at $0.30 per
    share                              600,000     6,000      174,000          -             -               -     180,000

Net loss for the year ended
September 30, 1999                           -         -            -          -      (716,759)              -    (716,759)

Other comprehensive loss                     -         -            -          -             -         (79,179)    (79,179)
                                     ---------   -------   ----------   --------   -----------   -------------   ---------

Balance, September 30, 1999          5,345,511   $53,454   $1,452,009   $  2,659   $(1,523,040)  $      37,901   $  22,983
                                     ---------   -------   ----------   --------   -----------   -------------   ---------
</TABLE>

See Note 4 for information regarding individual stock, option and warrant
issuances during the exploration stage in accordance with SFAS No. 7.

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

                                       F-5

<PAGE>






<TABLE>
<CAPTION>

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


                                                                                                                          Restated

                                                 Common Stock                     Stock
                                              -------------------   Additional   Options                      Other
                                              Number of              Paid-In       and      Accumulated   Comprehensive
                                               Shares     Amount     Capital     Warrants     Deficit        Income         Total
                                              ---------   -------   ----------   --------   -----------   -------------   ---------

<S>                                           <C>         <C>       <C>          <C>        <C>           <C>             <C>
Balance, October 1, 1999                      5,345,511   $ 53,454  $1,452,009   $  2,659   $(1,523,040)  $      37,901   $  22,983

Common stock and option issuances as follows:
    - for employee, officer and director
      compensation at an average of
      $0.61 per share                           231,361      2,314     140,446     15,820             -               -     158,580
    - for officers' and directors'
      compensation at an average of
      $1.19 per share                            11,500        115      13,615          -             -               -      13,730
    - for consulting services at an
      average of $0.47 per share                530,177       5302     246,333          -             -               -     251,635
    - for mineral property at $0.89 per
      share                                     100,000      1,000      88,000          -             -               -      89,000
    - for investments at $0.33 per share        200,000      2,000      64,000          -             -               -      66,000
    - for cash at $0.07 per share               456,247      4,562      28,969          -             -               -      33,531
    - for cash, options and warrants
        at $0.01 per share                    1,000,000     10,000       2,414     87,586             -               -     100,000
    - for incentive fees at $0.33 per
      share                                      65,285        653      20,891          -             -               -      21,544
    - for deferred mineral property
      option costs at $0.13 per share           129,938      1,299      14,943          -             -               -      16,242
    - for modification of stockholder
      agreement at $0.60 per share              200,000      2,000     118,000     30,000             -               -     150,000
    - for modification of stockholder
      agreement                                       -                  4,262     10,379                                    14,641
    - from exercise of options at $0.12
      per share                               9,962,762     99,628   1,103,016    (37,524)            -               -   1,165,120

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

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

Net loss for the year ended September 30,             -          -           -          -    (2,186,541)              -  (2,186,541)
2000

Other comprehensive loss                              -          -           -          -             -        (38,314)     (38,314)
                                            -----------   --------  ----------  ---------   -----------     -----------  ----------

Balance, September 30, 2000                  18,232,776   $182,327  $3,296,898  $ 118,920   $(3,709,581)   $      (413)  $ (111,849)
                                            ===========   ========  ==========  =========   ===========    ===========   ==========
</TABLE>

See Note 4 for information regarding individual stock, option and warrant
issuances during the exploration stage in accordance with SFAS No. 7.

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

                                       F-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, 1996
                                                                                         (Inception of
                                                           For the Year Ended          Exploration Stage)
                                                      -----------------------------           to
                                                      September 30,   September 30,       September 30,
                                                          2000            1999               2000
                                                       (Restated)      (Restated)          (Restated)
                                                      -------------   -------------   -------------------
<S>                                                   <C>             <C>             <C>
Cash flows from operating activities
   Net loss                                           $  (2,186,541)  $    (716,759)  $        (3,151,077)
   Adjustments to reconcile net income (loss)
     to net cash used by operating activities:
      Depreciation                                           10,823             288                11,111
      Loss (gain) on investment sales                        (5,420)         (1,177)                3,847
      Loss (gain) on disposition of assets                   (5,000)        191,674               188,226
      Common stock issued for services
         and expenses                                       251,635         184,823               484,214
      Common stock and options issued as
         compensation                                       172,310          77,651               254,461
      Stock options and warrants issued for
         financing activities                                14,641               -                17,300
      Common stock and warrants issued to
         acquire mineral property options                   255,242          89,631               344,873
      Common stock issued for incentive fees                 21,544               -                21,544
   Changes in assets and liabilities:
     Inventory                                                    -               -                 3,805
     Prepaid expenses                                          (725)         (1,000)               (1,725)
     Accounts payable                                       320,064           8,571               324,065
     Accrued expenses                                       (53,051)         59,748                19,447
                                                      -------------   -------------   -------------------
   Net cash used in operating activities                 (1,204,478)       (106,550)           (1,479,909)
                                                      -------------   -------------   -------------------

Cash flows from investing activities:
     Payment of deposit                                      (1,000)              -                (1,000)
     Return of deposit                                        1,000               -                 1,000
     Proceeds from sale of equipment                              -          33,926                33,926
     Proceeds from sale of mineral property                       -          20,000                20,000
     Purchase of furniture and equipment                    (35,910)           (450)              (37,195)
     Proceeds from investments sold                          27,606          16,146                71,287
                                                      -------------   -------------   -------------------
Net cash provided (used) by investing activities             (8,304)         69,622                88,018
                                                      -------------   -------------   -------------------

Cash flows from financing activities:
     Payments on notes payable and short term
       borrowings                                            (2,712)              -                (2,712)
     Sale of warrants for common stock                       10,000               -                10,000
     Proceeds from short term borrowings                          -           2,000                42,000
     Sale of common stock, options and warrants           1,298,651          41,000             1,441,151
                                                      -------------   -------------   -------------------
Net cash provided by financing activities                 1,305,939          43,000             1,490,439
                                                      -------------   -------------   -------------------

NET INCREASE IN CASH                                         93,157           6,072                98,548

CASH, BEGINNING OF YEAR                                       8,998           2,926                 3,607
                                                      -------------   -------------   -------------------

CASH, END OF YEAR                                     $     102,155   $       8,998               102,155
                                                      =============   =============   ===================

SUPPLEMENTAL INFORMATION:
   Interest paid                                      $       1,137   $         504                 1,651
   Taxes paid                                         $           -   $           -                     -

Non-cash financing activities:
   Common stock and warrants issued to acquire
     mineral property options                         $     255,242   $      89,631        $      344,873
   Common stock issued for acquisition of
     mining property                                  $           -   $           -        $       75,000
   Common stock issued for acquisition of
     mining equipment                                 $           -   $     180,000        $      180,000
   Common stock issued for services and
     expenses                                         $     251,635   $     184,823        $      484,214
   Common stock issued for investment                 $      66,000   $       1,000        $       67,000
   Common stock issued for debt                       $           -   $         842        $       40,842
   Deferred acquisition costs on mining               $           -   $      46,242        $       46,242
     property
   Stock options issued for financing
     activities                                       $      14,641   $           -        $       17,300
   Common stock issued for incentive fees             $      21,544   $           -        $       21,544
   Common stock and options issued as compensation    $     172,310   $      77,651        $      254,461
   Purchase of equipment with financing
     agreement                                        $      14,093   $           -        $       14,093
   Investments received for mineral property          $       5,000   $           -              $  5,000
</TABLE>

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

                                       F-7

<PAGE>

                              TREND MINING COMPANY
                     (FORMERLY SILVER TREND MINING COMPANY)
                         (AN EXPLORATION STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 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
late 1996, the Company was dormant. In November 1998, the Company changed its
focus to exploration for 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 platinum group
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 the reincorporation of the Company as a Delaware corporation, which was
completed on March 28, 2001. (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 8,307,594 and 330,000 shares for
the years ended September 30, 2000 and 1999, respectively, 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.

                                       F-8

<PAGE>

                              TREND MINING COMPANY
                     (FORMERLY SILVER TREND MINING COMPANY)
                         (AN EXPLORATION STAGE COMPANY)
                     NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 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 years ended September 30,
2000 and 1999 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 Statement
of Financial Accounting Standards ("SFAS") 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
The Financial Accounting Standards Board issued SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities," in June 1998 and SFAS No. 138,
"Accounting for Derivative Instruments and Certain Hedging Activities," in June
2000. These standards establish 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 September 30, 2000, the Company had not engaged in any transactions that
would be considered derivative instruments or hedging activities.

EMPLOYEE AND NON-EMPLOYEE STOCK COMPENSATION
The Company values common stock issued to employees and other than employees for
services, property and investments at the fair market value of the common stock,
which is the closing price of Company stock on the day of issuance. If no
trading occurred on that day, then the fair market value is the lower of the
closing prices on the first previous day and the first following day on which
the Company's stock was traded.

ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities 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 COSTS
In accordance with generally accepted accounting principles, the Company
expenses exploration costs as incurred. Exploration costs expensed during the
year ended September 30, 2000 were $1,069,215. The exploration costs expensed
during the Company's exploration stage were $1,479,814.

                                       F-9
<PAGE>

                              TREND MINING COMPANY
                     (FORMERLY SILVER TREND MINING COMPANY)
                         (AN EXPLORATION STAGE COMPANY)
                     NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2000

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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 $558,504.

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 $2,186,541 for the year ended September 30, 2000 and
has an accumulated deficit during the exploration stage of $3,151,077. 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.

                                       F-10
<PAGE>

                              TREND MINING COMPANY
                     (FORMERLY SILVER TREND MINING COMPANY)
                         (AN EXPLORATION STAGE COMPANY)
                     NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2000

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

MINERAL PROPERTIES
The Company capitalizes only amounts paid in cash or stock as consideration for
the acquisition of real property. Properties are acquired and recorded at fair
values negotiated in arm's length transactions. Costs and fees paid to locate
and maintain mining claims, to acquire options to purchase claims or properties,
or to maintain 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.

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.

OPTION AND WARRANT FAIR VALUE CALCULATIONS
The Company utilizes the Black-Scholes valuation model to calculate the fair
value of options and warrants issued for financing, acquisition, compensation
and payment for services purposes. The parameters used in such valuations
include a risk free rate of 5.5%, the assumption that no dividends are paid,
exercise periods ranging from one week to 5.5 years, depending upon the terms of
the instrument issued, and a volatility factor calculated annually based on
estimates of expected volatility, as per SFAS No. 123. The Company used its
historic volatility data to develop the 1998 estimate of 30.00%, consistent with
its limited public trading in that period. The volatility estimates for 1999 and
2000 reflect an average of Company data and volatility factors reported by two
other mining companies at comparable stages in their respective public trading
histories, resulting in expected volatilities of 55.12% in 1999 and 48.05% in
2000.

RECLASSIFICATIONS
Certain amounts from prior periods have been reclassified to conform with the
current period presentation. This reclassification has resulted in no changes to
the Company's 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 September 30, 2000 and, therefore, no segment reporting
is required.

                                       F-11
<PAGE>

                              TREND MINING COMPANY
                     (FORMERLY SILVER TREND MINING COMPANY)
                         (AN EXPLORATION STAGE COMPANY)
                     NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2000

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 option
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.

The Company and GMC subsequently entered into an amendment to the agreement
under which (i) the Company issued 416,961 shares of common stock to GMC upon
GMC's exercise of preemptive rights, (ii) the Company agreed to perform an
additional $15,000 of geophysical work on the Lake Owen Project prior to
December 31, 2000, (iii) the Company issued 200,000 additional shares and
warrants exercisable until June 2002 to purchase 200,000 shares at $0.70 per
share, and (iv) GMC agreed to terminate its antidilution and preemptive rights
as provided in the original agreement. The Company has expensed $295,873 for
cash paid and common stock and warrants issued to acquire this Project.

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. Subsequent
to the date of these financial statements, 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
In March 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 Intrepid claims.
Upon entering into the agreement, the Company paid the claim owners $5,800 in
cash and 100,000 shares of common stock. In the Company's acquisition of this
option, it has expensed $94,800 for cash paid and common stock issued.

Under the agreement, the Company is obligated to incur exploration expenditures
of not less than $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 each
year thereafter. In March 2001, the Company and the claim holders agreed to
replace the March $10,000 advance royalty payment with a $9,000 payment due May
11, 2001. In connection

                                       F-12
<PAGE>

                              TREND MINING COMPANY
                     (FORMERLY SILVER TREND MINING COMPANY)
                         (AN EXPLORATION STAGE COMPANY)
                     NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2000

NOTE 3 - MINERAL PROPERTIES (CONTINUED)

with this agreement, the Company issued to the holders 3,000 shares of common
stock with an aggregate value of $2,340. The May 11 payment has not been made
and the Company has requested an extension.

During the option period, the Intrepid claims are subject to a net smelter
royalty of 3% of 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 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 the Company has not terminated the agreement by November 2001.

Additionally, the Company expensed $17,705 to stake 121 claims for the Vanguard
Project. The Company has also expensed $30,425 to explore and stake 36 claims
known as the McCormick Creek Project in Missoula County, Montana.

During the year ended September 30, 2000, the Company located and staked 211
claims in Stillwater County, Montana. Subsequent to the date of these financial
statements, an additional 222 claims were staked and added, and 38 claims were
abandoned, leaving a total of 395 claims.

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 Hardrock Johnson Property located in Clark County, Nevada.

Subsequent to the date of these financial statements, the Company located and
staked 31 unpatented claims known as the Willow Springs Claims. These claims are
located in Nye County, Nevada.

CALIFORNIA PROPERTIES
In mid-2000, the Company located 79 unpatented mining claims, known as the Pole
Corral property, in Tehema County, California. In September 2000, the Company
located 33 unpatented mining claims known as the Cisco Butte property in Placer
County, California.

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 known as the Peter
Lake Claims.

                                       F-13
<PAGE>

                              TREND MINING COMPANY
                     (FORMERLY SILVER TREND MINING COMPANY)
                         (AN EXPLORATION STAGE COMPANY)
                     NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2000

NOTE 3 - MINERAL PROPERTIES (CONTINUED)

NEVADA PROPERTY
In 1979, 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 a U.S. Department of
Defense bombing range. As of the date of these financial statements, no clean up
has commenced on these claims. Pursuant to an impairment analysis performed by
the Company, the Company wrote off the $70,333 book value of cash paid and
common stock issued to acquire the Pyramid Mine, effective prior to the
inception of the Exploration Stage. This write-off resulted in a corresponding
increase in accumulated deficit prior to the Exploration Stage.

The following properties were disposed of during the last two years:

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%. Pursuant to
an impairment analysis performed by the Company, the Company wrote off the
$104,753 book value of the property, effective prior to the inception of the
Exploration Stage. This write-off resulted in a corresponding increase in
accumulated deficit prior to the Exploration Stage. The Company also expensed
$19,000 in previously capitalized costs as mineral property expenses in 1997.
The value of the securities received upon disposition of the property was
$5,000, which the Company recognized as a gain on disposition in the year ended
September 30, 2000.

ALASKA PROPERTY
During the year ended September 30, 1998, the Company purchased, through the
issuance of 150,000 shares of its common stock, four patented mining claims
known as the Rae Wallace Mine located just north of Anchorage, Alaska. The
property was recorded at the fair market value of the shares paid on the date of
issuance at $0.50 per share for a total purchase price of $75,000. In the year
ended September 30, 1999, the Company sold the property for $20,000, resulting
in a loss of $55,000. The Company retained a 2.5% net smelter return in the
property, which is not valued for financial purposes.

NOTE 4 - COMMON STOCK

On March 28, 2001, the Company completed its reincorporation in Delaware. As a
result of the reincorporation, each share of the Company's common stock, no par
value per share, was changed and converted into one fully paid and nonassessable
share of common stock, par value $0.01 per share. All references in the
accompanying financial statements to stock values have been restated to reflect
this recapitalization and conversion to ensure consistency and comparability
with financial statements for subsequent periods.

                                       F-14
<PAGE>

                              TREND MINING COMPANY
                     (FORMERLY SILVER TREND MINING COMPANY)
                         (AN EXPLORATION STAGE COMPANY)
                     NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2000

NOTE 4 - COMMON STOCK (CONTINUED)

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 years ended September 30, 2000 and 1999 have been restated to reflect the
reverse stock split.

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 fiscal year ended September 30, 1999, the Company issued 555,000
shares of common stock for cash valued at $41,000; 839,122 shares of common
stock valued at $167,152 for consulting services; 715,996 shares of common stock
valued at $89,631 to acquire an option for a mineral property; and 300,430
shares of common stock valued at $73,526 as officer compensation. An additional
9,210 shares of common stock were issued for a debt, investments and expenses
valued at $2,763. Directors of the Company were issued 16,500 shares of common
stock valued at $4,125 for compensation. Also, 50,000 shares of common stock
valued at $16,500 were issued for prepaid expenses, 1,000 shares of common stock
valued at $250 were issued for storage rent and 600,000 shares of common stock
valued at $180,000 were issued for mining equipment.

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 the
option to acquire a 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,
options and warrants 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 cost of
acquiring the Lake Owen option. 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.

Subsequent to September 30, 2000, 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.

                                       F-15
<PAGE>

                              TREND MINING COMPANY
                     (FORMERLY SILVER TREND MINING COMPANY)
                         (AN EXPLORATION STAGE COMPANY)
                     NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2000

NOTE 4 - COMMON STOCK (CONTINUED)

The following table discloses the Company's stock and equity transactions during
the Exploration Stage. This information meets the disclosure requirements of
SFAS No. 7 for development and exploration stage disclosures. The following
abbreviations are used in the table: CS for Common Stock; OPT for Options; and
WAR for warrants.

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                                  COMMON    ADDITIONAL                           NUMBER    VALUE OF
                                           NUMBER OF  PRICE PER   STOCK      PAID-IN      TOTAL     NUMBER OF      OF      OPTIONS/
                             ISSUE DATE      SHARES     SHARE     AMOUNT     CAPITAL      AMOUNT     OPTIONS    WARRANTS   WARRANTS
------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>           <C>          <C>      <C>         <C>        <C>         <C>         <C>        <C>
BALANCE, OCTOBER 1, 1996                   1,754,242              $ 17,542   $ 663,218   $ 680,760
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
COMMON STOCK, OPTIONS
AND WARRANTS ACTIVITY
AS FOLLOWS:
------------------------------------------------------------------------------------------------------------------------------------
CS for Cash                     03/25/1997   200,000    $ 0.50       2,000      98,000     100,000
------------------------------------------------------------------------------------------------------------------------------------
CS for Payment of
liabilities and expenses        09/30/1997    45,511      0.50         455      22,301      22,756
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
BALANCE SEPTEMBER 30, 1997                 1,999,753              $ 19,998   $ 783,518   $ 803,516                                -
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
COMMON STOCK, OPTIONS AND
WARRANTS ACTIVITY AS FOLLOWS:
------------------------------------------------------------------------------------------------------------------------------------
CS for Mineral property         07/23/1998   150,000    $ 0.50       1,500      73,500      75,000
------------------------------------------------------------------------------------------------------------------------------------
CS for Cash                     07/23/1998     7,500      0.20          75       1,425       1,500
------------------------------------------------------------------------------------------------------------------------------------
CS for Lease termination        07/23/1998    12,000      0.50         120       5,880       6,000
------------------------------------------------------------------------------------------------------------------------------------
CS for Debt                     07/23/1998    80,000      0.50         800      39,200      40,000
------------------------------------------------------------------------------------------------------------------------------------
OPT for Financing               09/24/1998                                                           180,000                 2,659
-----------------------------------------------------------------------------------------------------------------------------------
CS for Compensation             09/30/1998     9,000      0.50          90       4,410       4,500
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
BALANCE SEPTEMBER 30, 1998                 2,258,253              $ 22,583   $ 907,933   $ 930,516   180,000          -     $2,659
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
COMMON STOCK, OPTIONS AND
WARRANTS ACTIVITY AS FOLLOWS:
------------------------------------------------------------------------------------------------------------------------------------
CS for Debt, investment and     10/12/1998     9,210    $ 0.30          92       2,671       2,763
expenses
------------------------------------------------------------------------------------------------------------------------------------
CS for Equipment                10/30/1998   600,000      0.30       6,000     174,000     180,000
------------------------------------------------------------------------------------------------------------------------------------
CS for Cash                     11/28/1998     5,000      0.20          50         950       1,000
------------------------------------------------------------------------------------------------------------------------------------
CS for Officers' compensation   12/31/1998    30,858      0.44         309      13,191      13,500
------------------------------------------------------------------------------------------------------------------------------------
CS for Directors' compensation  01/25/1999    16,500      0.25         165       3,960       4,125
------------------------------------------------------------------------------------------------------------------------------------
CS for Officers' compensation   01/31/1999     8,572      0.35          86       2,914       3,000
------------------------------------------------------------------------------------------------------------------------------------
CS for Officers' compensation   03/31/1999    24,000      0.25         240       5,760       6,000
------------------------------------------------------------------------------------------------------------------------------------
CS for Consulting services      03/31/1999     6,000      0.25          60       1,440       1,500
------------------------------------------------------------------------------------------------------------------------------------
CS for Consulting services      04/30/1999    32,000      0.28         320       8,640       8,960
------------------------------------------------------------------------------------------------------------------------------------
CS for Officers' compensation   04/30/1999    12,000      0.28         120       3,240       3,360
------------------------------------------------------------------------------------------------------------------------------------
CS for Consulting services      05/31/1999    73,333      0.25         733      17,600      18,333
------------------------------------------------------------------------------------------------------------------------------------
CS for Consulting services      06/30/1999    34,353      0.25         344       8,244       8,588
------------------------------------------------------------------------------------------------------------------------------------
CS for Officers' compensation   06/30/1999    50,000      0.16         500       7,500       8,000
------------------------------------------------------------------------------------------------------------------------------------
CS for Consulting services      06/30/1999    95,833      0.16         958      14,375      15,333
------------------------------------------------------------------------------------------------------------------------------------
CS for Consulting services      07/06/1999     5,000      0.25          50       1,200       1,250
------------------------------------------------------------------------------------------------------------------------------------
OPT for Financing activities    07/22/1999                                                            50,000                      -
------------------------------------------------------------------------------------------------------------------------------------
CS for Mineral property option  07/27/1999   715,996      0.13       7,160      82,471      89,631
------------------------------------------------------------------------------------------------------------------------------------
CS for Cash                     07/29/1999    33,333      0.15         333       4,667       5,000
------------------------------------------------------------------------------------------------------------------------------------
CS for Consulting services      07/30/1999   146,603      0.12       1,466      16,126      17,592
------------------------------------------------------------------------------------------------------------------------------------
CS for Consulting services      07/31/1999   133,697      0.12       1,337      14,707      16,044
------------------------------------------------------------------------------------------------------------------------------------
CS for Officers' compensation   07/31/1999    41,667      0.12         417       4,583       5,000
------------------------------------------------------------------------------------------------------------------------------------
CS for Cash                     08/04/1999    16,667      0.15         167       2,333       2,500
------------------------------------------------------------------------------------------------------------------------------------
CS for Rent                     08/09/1999     1,000      0.25          10         240         250
------------------------------------------------------------------------------------------------------------------------------------
OPT for Financing activities    08/13/1999                                                           100,000                      -
------------------------------------------------------------------------------------------------------------------------------------
CS for Cash                     08/15/1999    50,000      0.05         500       2,000       2,500
------------------------------------------------------------------------------------------------------------------------------------
CS for Consulting services      08/17/1999     5,000      0.25          50       1,200       1,250
------------------------------------------------------------------------------------------------------------------------------------
CS for Cash                     08/17/1999   100,000      0.05       1,000       4,000       5,000
------------------------------------------------------------------------------------------------------------------------------------
CS for Cash                     08/26/1999   100,000      0.10       1,000       9,000      10,000
------------------------------------------------------------------------------------------------------------------------------------
CS for Consulting services      08/31/1999   159,750      0.25       1,598      38,341      39,938
------------------------------------------------------------------------------------------------------------------------------------
CS for Prepaid expenses         09/10/1999    50,000      0.33         500      16,000      16,500
------------------------------------------------------------------------------------------------------------------------------------
CS for Cash                     09/10/1999    50,000      0.10         500       4,500       5,000
------------------------------------------------------------------------------------------------------------------------------------
CS for Cash                     09/13/1999   200,000      0.05       2,000       8,000      10,000
------------------------------------------------------------------------------------------------------------------------------------
CS for Consulting services      09/30/1999    80,053      0.26         801      20,013      20,814
------------------------------------------------------------------------------------------------------------------------------------
CS for Officers' compensation   09/30/1999   133,333      0.26       1,333      33,334      34,667
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       F-16
<PAGE>

                              TREND MINING COMPANY
                     (FORMERLY SILVER TREND MINING COMPANY)
                         (AN EXPLORATION STAGE COMPANY)
                     NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2000

NOTE 4 - COMMON STOCK (CONTINUED)

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                                COMMON    ADDITIONAL                            NUMBER   VALUE OF
                                         NUMBER OF  PRICE PER   STOCK      PAID-IN     TOTAL       NUMBER OF     OF      OPTIONS/
                            ISSUE DATE     SHARES     SHARE     AMOUNT     CAPITAL     AMOUNT       OPTIONS    WARRANTS  WARRANTS
------------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>          <C>          <C>      <C>        <C>         <C>          <C>         <C>       <C>
CS for Consulting
  services                  09/30/1999      67,500      0.26         675      16,875      17,550
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------

BALANCE
  SEPTEMBER 30, 1999                     5,345,511              $ 53,455  $1,452,009  $1,505,464      330,000         -   $  2,659
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
COMMON STOCK, OPTIONS
  AND WARRANTS ACTIVITY
  AS FOLLOWS:
------------------------------------------------------------------------------------------------------------------------------------
CS for Consulting
  services                  10/04/1999      50,000    $ 0.26         500      12,500      13,000
------------------------------------------------------------------------------------------------------------------------------------
CS for Cash                 10/22/1999      25,000      0.20         250       4,750       5,000
------------------------------------------------------------------------------------------------------------------------------------
CS for Consulting services  10/31/1999     273,675      0.31       2,737      82,103      84,840
------------------------------------------------------------------------------------------------------------------------------------
CS for Officers'
  compensation              11/30/1999      52,694      0.31         527      15,807      16,334
------------------------------------------------------------------------------------------------------------------------------------
CS for Consulting services  11/30/1999       4,327      0.31          43       1,298       1,341
------------------------------------------------------------------------------------------------------------------------------------
CS, OPT & WAR for Cash      12/31/1999   1,000,000      0.012     10,000       2,414      12,414    8,108,000 6,250,000      87,586
------------------------------------------------------------------------------------------------------------------------------------
CS for Consulting services  12/31/1999       1,200      0.35          12         408         420
------------------------------------------------------------------------------------------------------------------------------------
CS for Consulting services  01/04/2000      15,000      0.28         150       4,050       4,200
------------------------------------------------------------------------------------------------------------------------------------
CS for Investments          01/15/2000     200,000      0.33       2,000      64,000      66,000
------------------------------------------------------------------------------------------------------------------------------------
CS for Incentive fees       01/17/2000      65,285      0.33         653      20,891      21,544
------------------------------------------------------------------------------------------------------------------------------------
OPT Expiration              01/22/2000                                                                (50,000)                    -
------------------------------------------------------------------------------------------------------------------------------------
CS for Cash                 01/25/2000      14,286      0.35         143       4,857       5,000
------------------------------------------------------------------------------------------------------------------------------------
CS for Cash from options    02/22/2000   1,000,000      0.142     10,000     131,900     141,900   (1,000,000)               (1,900)
------------------------------------------------------------------------------------------------------------------------------------
CS & OPT for Employees'
compensation                02/25/2000      16,667      0.66         167      10,833      11,000       33,333                 3,070
------------------------------------------------------------------------------------------------------------------------------------
CS for Consulting services  02/29/2000      10,000      0.72         100       7,100       7,200
------------------------------------------------------------------------------------------------------------------------------------
CS for Mineral property     03/24/2000      50,000      1.03         500      51,000      51,500
------------------------------------------------------------------------------------------------------------------------------------
CS for Cash from options    03/27/2000   2,500,000      0.142     25,000     329,750     354,750   (2,500,000)               (4,750)
------------------------------------------------------------------------------------------------------------------------------------
CS for Consulting services  03/31/2000      75,000      0.81         750      60,000      60,750
------------------------------------------------------------------------------------------------------------------------------------
CS for Officers'
  compensation              03/31/2000       3,000      0.81          30       2,400       2,430
------------------------------------------------------------------------------------------------------------------------------------
CS for Mineral property     04/04/2000      50,000      0.75         500      37,000      37,500
------------------------------------------------------------------------------------------------------------------------------------
CS & OPT for Directors'
  compensation              04/11/2000     150,000      0.70       1,500     103,500     105,000       67,000                12,750
------------------------------------------------------------------------------------------------------------------------------------
CS for Deferred mineral
property acquisition costs  05/08/2000     129,938      0.125      1,299      14,943      16,242
------------------------------------------------------------------------------------------------------------------------------------
CS for Consulting services  05/15/2000       9,975      0.63         100       6,184       6,284
------------------------------------------------------------------------------------------------------------------------------------
Cash for Warrants           06/08/2000                                                                                       10,000
------------------------------------------------------------------------------------------------------------------------------------
CS for Cash                 06/26/2000     416,961      0.056      4,170      19,361      23,531
------------------------------------------------------------------------------------------------------------------------------------
CS & WAR for Modification
  of stockholder agreement  06/26/2000     200,000      0.60       2,000     118,000     120,000                 200,000     30,000
------------------------------------------------------------------------------------------------------------------------------------
OPT & WAR for Modification
  of stockholder agreement  06/27/2000                                                              1,729,762  1,729,761     14,641
------------------------------------------------------------------------------------------------------------------------------------
CS for Cash from options    06/29/2000   1,597,588      0.064     15,976      86,740     102,716   (1,597,588)               (2,716)
------------------------------------------------------------------------------------------------------------------------------------
CS for Officers'
  compensation              06/30/2000       9,000      0.81          90       7,185       7,275
------------------------------------------------------------------------------------------------------------------------------------
CS for Consulting services  06/30/2000       1,000      0.70          10         690         700
------------------------------------------------------------------------------------------------------------------------------------
OPT Agreement Modification  07/07/2000                                                               (127,500)                  -
------------------------------------------------------------------------------------------------------------------------------------
CS for Cash from options    07/14/2000      10,000      0.30         100       2,900       3,000      (10,000)
------------------------------------------------------------------------------------------------------------------------------------
CS for Cash from options    07/21/2000   1,800,000      0.122     18,000     201,060     219,060   (1,800,000)              (12,060)
------------------------------------------------------------------------------------------------------------------------------------
CS for Cash from options    07/26/2000     650,000      0.122      6,500      72,605      79,105     (650,000)               (4,355)
------------------------------------------------------------------------------------------------------------------------------------
CS for Officers'
  compensation              07/31/2000       3,000      1.24          30       3,690       3,720
------------------------------------------------------------------------------------------------------------------------------------
CS for Cash from options    08/01/2000      50,000      0.15         500       7,000       7,500      (50,000)
------------------------------------------------------------------------------------------------------------------------------------
CS for Cash from options    08/01/2000      50,000      0.30         500      14,500      15,000      (50,000)
------------------------------------------------------------------------------------------------------------------------------------
CS for Cash from options    08/14/2000      90,000      0.122        900      10,053      10,953      (90,000)                 (603)
------------------------------------------------------------------------------------------------------------------------------------
CS for Cash from options    08/24/2000   1,000,000      0.122     10,000     111,700     121,700   (1,000,000)               (6,700)
------------------------------------------------------------------------------------------------------------------------------------
CS for Directors'
  compensation              08/25/2000       1,500      1.00          15       1,485       1,500
------------------------------------------------------------------------------------------------------------------------------------
CS for Cash from options    08/31/2000      15,000      0.30         150       4,350       4,500      (15,000)
------------------------------------------------------------------------------------------------------------------------------------
CS for Officers'
  compensation              08/31/2000       1,000      1.13          10       1,120       1,130
------------------------------------------------------------------------------------------------------------------------------------
CS for Cash from options    09/22/2000   1,200,174      0.122     12,002     134,720     146,722   (1,200,174)               (8,702)
------------------------------------------------------------------------------------------------------------------------------------
CS for Consulting services  09/22/2000      90,000      1.45         900      72,000      72,900
------------------------------------------------------------------------------------------------------------------------------------
CS for Officers'
  compensation              09/30/2000       6,000      1.35          60       8,040       8,100
------------------------------------------------------------------------------------------------------------------------------------
CS Adjustment               09/30/2000          (5)
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
ENDING BALANCE
  SEPTEMBER 30, 2000                    18,232,776              $182,328  $3,296,897  $3,479,225      127,833  8,179,761   $118,920
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      F-17
<PAGE>

                              TREND MINING COMPANY
                     (FORMERLY SILVER TREND MINING COMPANY)
                         (AN EXPLORATION STAGE COMPANY)
                     NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2000

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 was issued pursuant to a stock option
plan.

In the Black-Scholes Option Price Calculations below, the Company used the
following assumptions to estimate fair value: the risk-free interest rate was
5.5%, volatility was 30.00% in 1998, 55.12% in 1999 and 48.05% in 2000, and
the expected life of the options varied from one week to 3.75 years. The
Company also assumed that no dividends would be paid on common stock.

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. At the respective grant
dates, these options were each determined to have no appreciable fair value
using the Black-Scholes Option Price Calculation.

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 these options estimated on the grant
date using the Black-Scholes Option Price Calculation was $3,070. The employee
exercised these options in October 2000.

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 issued to each director 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 $12,750.

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 $30,000.

                                      F-18
<PAGE>

                              TREND MINING COMPANY
                     (FORMERLY SILVER TREND MINING COMPANY)
                         (AN EXPLORATION STAGE COMPANY)
                     NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2000

NOTE 5 - COMMON STOCK OPTIONS AND WARRANTS (CONTINUED)

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. The
Company used the Black-Scholes Option Price Calculation effective as of the
transaction date and estimated the fair values to be $37,524 for the option and
$50,062 for the warrants. On March 8, 2000, Tigris assigned its rights under the
stock purchase agreement to Electrum LLC, an affiliate.

Electrum exercised its option and acquired 3,500,000 shares of the Company's
common stock in February and March 2000. Pursuant to the terms of the stock
purchase agreement, upon exercise in full of this first option, Electrum's
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, became exercisable.

On June 27, 2000, the Company and Electrum entered into an amendment to the
stock purchase agreement under which the option to purchase 4,608,000 shares was
modified. As modified, Electrum had 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 became
exercisable until September 25, 2000 to acquire up to 4,740,174 shares at an
exercise price of $0.115 per share, or $545,120 in the aggregate. In addition,
the option to purchase warrants was modified and, as modified, Electrum had 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. The Company utilized
the Black-Scholes Option Price Calculation to estimate the fair value of the
modifications as of the grant date and recorded $4,262 for the options and
$10,379 for the warrants. The $14,641 total amount was charged as a financing
expense.

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.

                                      F-19
<PAGE>

                              TREND MINING COMPANY
                     (FORMERLY SILVER TREND MINING COMPANY)
                         (AN EXPLORATION STAGE COMPANY)
                     NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2000

NOTE 5 - COMMON STOCK OPTIONS AND WARRANTS (CONTINUED)

As of September 30, 2000, Tigris and Electrum own approximately 30% of the
Company's outstanding common stock and, assuming that Electrum exercises its
warrants and that 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.

Following is a summary of the status of the options during the years ended
September 30, 1999 and 2000:

<TABLE>
<CAPTION>

                                                                                                   Weighted Average
                                                                    Number of Shares                Exercise Price
                                                                  ----------------------        ---------------------
<S>                                                               <C>                           <C>
Outstanding at October 1, 1998                                               180,000                      $ 0.41
Granted                                                                      150,000                        0.22
Exercised                                                                          -                           -
Forfeited                                                                          -                           -
Expired                                                                            -                           -
                                                                  ----------------------        ---------------------
Outstanding at September 30, 1999                                            330,000                     $  0.32
                                                                  ----------------------        ---------------------
Options exercisable at September 30, 1999                                    330,000                      $ 0.32
                                                                  ----------------------        ---------------------


Outstanding at October 1, 1999                                               330,000                      $ 0.32
Granted                                                                    9,938,095                        0.12
Exercised                                                                 (9,962,762)                       0.12
Forfeited                                                                          -                           -
Revised                                                                     (127,500)                       0.36
Expired                                                                      (50,000)                       0.35
                                                                  ----------------------        ---------------------
Outstanding at September 30, 2000                                            127,833                      $ 0.51
                                                                  ----------------------        ---------------------
Options exercisable at September 30, 2000                                    127,833                      $ 0.51
                                                                  ----------------------        ---------------------

          Exercise Date
-------------------------------
On or before July 19, 2001                                                    15,000                       $0.50
On or before February 25, 2002                                                33,333                       $0.30
On or before July 19, 2002                                                    12,500                       $1.00
On or before April 14, 2003                                                   67,000                       $0.50
</TABLE>

In the subsequent period the Company has issued additional options and
warrants.  (See Note 13.)

                                      F-20

<PAGE>

                              TREND MINING COMPANY
                     (FORMERLY SILVER TREND MINING COMPANY)
                         (AN EXPLORATION STAGE COMPANY)
                     NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2000

NOTE 6 - RELATED PARTY TRANSACTIONS

The Company has accrued director and officer fees in the amounts of $9,746 at
September 30, 2000.

In June 2000, the Company and GMC amended the Lake Owen option agreement.
Pursuant to the amendment, (i) the Company issued 416,961 shares of common stock
for GMC upon GMC's exercise of preemptive rights, (ii) the Company agreed to
perform an additional $15,000 of geophysical work on the Lake Owen Project prior
to December 31, 2000, (iii) the Company issued 200,000 additional shares and
warrants exercisable until June 2002 to purchase 200,000 shares at $0.70 per
share, and (iv) GMC agreed to terminate its antidilution and preemptive rights
as provided in the original 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.


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 years ended September 30, 2000 and 1999 was $10,823
and $288, respectively. The following is a summary of property, equipment, and
accumulated depreciation.

<TABLE>
<CAPTION>

                                                                  September 30,                 September 30,
                                                                      2000                           1999
                                                                ------------------            -------------------
<S>                                                             <C>                           <C>
         Furniture and Equipment                                   $  51,288                       $ 1,285
         Less: Accumulated Depreciation                              (11,111)                         (288)
                                                                ------------------            -------------------
                                                                   $  40,177                      $    997
                                                                ==================            ===================

</TABLE>

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 a loss in other comprehensive income, for a
change in the market value of investments, of $79,179 for the year ended
September 30, 1999.

                                      F-21

<PAGE>

                              TREND MINING COMPANY
                     (FORMERLY SILVER TREND MINING COMPANY)
                         (AN EXPLORATION STAGE COMPANY)
                     NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2000

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

<TABLE>
<CAPTION>

                                                                   September 30,             September 30,
                            Investment                                 2000                      1999
         --------------------------------------------------     ------------------       --------------------
<S>                                                             <C>                      <C>
         New Jersey Mining Company                                $  107,250                   $  94,000
         Royal Silver Mines, Inc.                                       -                          2,750
                                                                ------------------       --------------------
                                                                  $  107,250                   $  96,750
                                                                ==================       ====================
</TABLE>

NOTE 9 - NOTES PAYABLE

Following is a summary of long-term debt at September 30, 2000:

<TABLE>

<S>                                                                                   <C>
         Note payable to First Security Bank, N.A.
             Interest at 14.99%, secured by
             1989 Chevrolet, payable in monthly
             installments of $179 through
             February 28, 2003                                                         $    4,339

         Note payable to First Security Bank, N.A.

             Interest at 14.99%, secured by
             1995 Ford F-250, payable in
             monthly installments of $231
             through April 7, 2005                                                          9,042
                                                                                      -----------

             Total notes payable                                                           13,381

             Less:  Current maturities included in
                        current liabilities                                                (2,992)
                                                                                      ------------

                                                                                        $  10,389
                                                                                      ============
</TABLE>

Following are the maturities of long-term debt for the current year and each of
the next four years:

<TABLE>

                  <S>                  <C>
                  2001                 $   2,992
                  2002                     3,608
                  2003                     2,884
                  2004                     2,345
                  2005                     1,552
                                       ----------
                                       $  13,381
                                       ==========
</TABLE>

                                      F-22

<PAGE>

                              TREND MINING COMPANY
                     (FORMERLY SILVER TREND MINING COMPANY)
                         (AN EXPLORATION STAGE COMPANY)
                     NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2000

NOTE 10 - INCOME TAXES

At September 30, 2000, the Company has accumulated operating losses
approximating $2,300,000. 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.

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 can 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. This agreement was amended in
June 2000 to include $15,000 of geophysical survey work, which should be
completed by December 31, 2000.

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. The
Company and GMC subsequently entered into an amendment to the agreement under
which (i) the Company issued 416,961 shares of common stock to GMC upon GMC's
exercise of preemptive rights, (ii) the Company agreed to perform an additional
$15,000 of geophysical work on the Lake Owen Project prior to December 31, 2000,
(iii) the Company issued 200,000 additional shares and warrants exercisable
until June 2002 to purchase 200,000 shares at $0.70 per share, and (iv) GMC
agreed to terminate its antidilution and preemptive rights as provided in the
original agreement.

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.

                                      F-23
<PAGE>

                              TREND MINING COMPANY
                     (FORMERLY SILVER TREND MINING COMPANY)
                         (AN EXPLORATION STAGE COMPANY)
                     NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2000

NOTE 11 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

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.

In March 2001, the Company and the claim holders 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 claim holders 3,000
shares of common stock on March 11, 2001 with an aggregate value of $2,340. The
May 11 payment has not been made and the Company has requested an extension.


LEASE AGREEMENTS

The Company rented office facilities in Coeur d'Alene, Idaho on a month-to-month
basis. Total rents paid during the year ended September 30, 2000 were $5,530.

Subsequent to the date of these financial statements in October 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.

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 year ended September 30, 2000 were
$3,438.

The minimum lease payments for the 2001, 2002 and 2003 fiscal years are as
follows:

<TABLE>

                  <S>                  <C>
                  2001                  $  52,572
                  2002                     47,397
                  2003                     31,872
                                        ----------
                  Total                 $ 131,841
                                        ==========
</TABLE>

                                      F-24

<PAGE>

                              TREND MINING COMPANY
                     (FORMERLY SILVER TREND MINING COMPANY)
                         (AN EXPLORATION STAGE COMPANY)
                     NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2000

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 gain of
$5,000 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

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
at $1.50 per share. 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.

On October 31, 2000, the Company entered into a consulting agreement with Brian
Miller under which Mr. Miller performs certain services for the Company. Under
this agreement, Mr. Miller has received cash for his services and was granted
10,000 shares of common stock effective January 2, 2001.

MINERAL PROPERTIES
Subsequent to the date of these financial statements, the Company acquired
additional properties. (See Note 3.)

                                      F-25
<PAGE>

                              TREND MINING COMPANY
                     (FORMERLY SILVER TREND MINING COMPANY)
                         (AN EXPLORATION STAGE COMPANY)
                     NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2000

NOTE 13 - SUBSEQUENT EVENTS (CONTINUED)

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 on the earlier of 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 under
which the Company had the right to borrow up to $250,000. The funds obtained
under this agreement bear interest at 8%, and repayment is due on the earlier of
June 30, 2001 or upon the Company's completion of a public or private debt or
equity financing. The Company borrowed a total of $200,000 under this agreement,
and no additional funds are available under this agreement.

In connection with these loan agreements, 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. Electrum may also elect to be
repaid part or all of the total principal and interest outstanding under both
loans in "units" of Trend securities, at the rate of one unit per each $1.25
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.

On March 12, 2001, 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 2000 loan
agreement. Under this agreement, in March 2001, the Company granted to Electrum
warrants to purchase an additional 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 7,979,761 shares issued under the stock purchase agreement and the
warrants to acquire 285,000 shares issued under the December 2000 loan
agreement.

In the quarter ended March 31, 2001, the Company recorded a financing charge of
$608,058 related to the extension of the 7,979,761 warrants granted under the
stock purchase agreement, and recorded a financing charge totaling $89,981 for
the grant and extension of the 285,000 warrants issued under the December loan
agreement and the grant of the 50,000 warrants issued under the March 2001 loan
agreement. These financing costs represent the fair value of the equity
issuances under the Company's Black-Scholes Option Price Calculation.

On April 11, 2001, the Company entered into an agreement with Electrum under
which the Company may borrow additional funds from Electrum under the terms of
the December 2000 loan agreement to fund its operating costs if Electrum elects,
in its sole discretion, to lend such funds. As of May 15, 2001, $100,000 has
been borrowed under this agreement. The funds borrowed under this agreement bear
interest at 8%, and repayment is due on the earlier of June 30, 2001 or
completion of any private placement of the Company's shares. At Electrum's
option, the Company may repay part or all of the principal and interest
outstanding under the loan in units as described above.

REINCORPORATION AND EQUITY INCENTIVE PLAN
On February 23, 2001, the Annual Meeting of the Shareholders was held and the
following matters were approved:

                                      F-26

<PAGE>

                              TREND MINING COMPANY
                     (FORMERLY SILVER TREND MINING COMPANY)
                         (AN EXPLORATION STAGE COMPANY)
                     NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2000

NOTE 13 - SUBSEQUENT EVENTS (CONTINUED)

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,
and the reincorporation was completed on March 28, 2001. Under its amended
certificate of incorporation, Trend has 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 has been created and issued to Thomas S. Kaplan and requires the holder's
approval of all stock and equity issuances until such time as none of Mr.
Kaplan, Electrum LLC or Asher B. Edelman beneficially owns 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.

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 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 with an aggregate value of $2,340. The May 11
payment has not been made and the Company has requested an extension.

INVESTMENTS
The Company's investment in New Jersey Mining Company was liquidated during the
period ended March 31, 2001, and the Company realized a loss of $74,533.

                                      F-27
<PAGE>

                              TREND MINING COMPANY
                     (FORMERLY SILVER TREND MINING COMPANY)
                         (AN EXPLORATION STAGE COMPANY)
                     NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2000

NOTE 14 - CORRECTIONS OF ERRORS IN PREVIOUSLY ISSUED FINANCIAL STATEMENTS

The Company has made corrections to its financial statements for changes in
accounting estimates and policies which are being treated as corrections of
errors and estimates, as set forth in the following table.

<TABLE>
<CAPTION>

                                                      FORM
                                                     10-SB,
                                                    AMENDMENT       AMENDMENT     AMENDMENT     AMENDMENT
                     1998                          NOS. 1 AND 2       NO. 3         NO. 4         NO. 5
                     ----                          ------------     ---------     ---------     ---------
<S>                                                <C>              <C>           <C>           <C>
Net Loss                                           $    (80,484)    $(116,504)    $(116,504)    $(119,163)
                                                   ------------     ---------     ---------     =========
Adjustments to Net Loss:
Organizational Costs Reclassification                   (31,520)            -             -
Stock Recording Omission                                 (4,500)            -             -
Option Costs (Recorded in Correct Year)                       -             -        (2,659)
                                                   ------------     ---------     ---------
Total Corrections of Errors                             (36,020)            -        (2,659)
                                                   ------------     ---------     ---------

REVISED NET LOSS                                   $   (116,504)    $(116,504)    $(119,163)
                                                   ============     =========     =========


                     1999
                     ----
Net Loss                                           $   (415,044)    $(434,199)    $(573,545)    $(716,759)
                                                   ------------     ---------     ---------     =========

Adjustments to Net Loss:
Mineral Property Expense                                (14,529)            -             -
Accrued Expenses Increase                               (14,470)            -             -
Common Stock Issuance Duplication                        11,503             -             -
Option Issuance Fair Value Calculation                   (2,659)            -         2,659
Miscellaneous Income                                      1,000             -             -
Lake Owen Option Expenses                                     -             -      (145,873)
                                                   ------------     ---------     ---------
Total Corrections of Errors                             (19,155)            -      (143,214)
                                                   ------------     ---------     ---------

Total Corrections of Estimates - FMV Adjustments              -      (139,346)            -
                                                   ------------     ---------     ---------

REVISED NET LOSS                                   $   (434,199)    $(573,545)    $(716,759)
                                                   ============     =========     =========

LOSS PER SHARE AS PREVIOUSLY REPORTED                                                           $   (0.13)
CORRECTIONS TO LOSS PER SHARE                                                                       (0.10)
                                                                                                ---------
REVISED LOSS PER SHARE                                                                          $   (0.23)
                                                                                                =========
</TABLE>

                                      F-28
<PAGE>

                              TREND MINING COMPANY
                     (FORMERLY SILVER TREND MINING COMPANY)
                         (AN EXPLORATION STAGE COMPANY)
                     NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2000

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

<TABLE>
<CAPTION>

                                                                                                       AMENDMENT
                                                                                    AMENDMENT            NO. 5,
                                                                                      NO. 4,          FORM 10-KSB/
                                                                                  FORM 10-KSB/A1         A2 AND
                                                                                        AND           FORM 10-QSB/
                                                                   FORM 10-KSB    FORM 10-QSB/A1           A2
                                                                   -----------    --------------      -------------
                             2000
                             ----
<S>                                                                <C>            <C>
Net Loss                                                           $(1,847,259)   $   (2,184,439)     $  (2,186,541)
                                                                   -----------    --------------      =============

Adjustments to Net Loss:
Intrepid Claims Expense (Original Value)                                     -           (35,800)
Financing Expense - Modification of Stock Purchase Agreement                 -           (14,641)
Silver Strand - Prior Period Expense & Writeoff                              -           123,753
                                                                   -----------    --------------
Total Corrections of Errors                                                  -            73,312
                                                                   -----------    --------------
FMV adjustments - Stock Issuances                                     (337,180)          (59,000)
Compensation Expense - Options                                               -            (4,414)
Mineral Property Expense - Warrants                                          -           (12,000)
                                                                   -----------    --------------
Total Corrections of Estimates                                        (337,180)          (75,414)
                                                                   -----------    --------------
REVISED NET LOSS                                                   $(2,184,439)   $   (2,186,541)
                                                                   ===========    ==============


LOSS PER SHARE AS PREVIOUSLY REPORTED                                                                 $       (0.18)
CORRECTIONS TO LOSS PER SHARE                                                                                 (0.03)
                                                                                                      -------------
REVISED LOSS PER SHARE                                                                                $       (0.21)
                                                                                                      =============
</TABLE>

PRIOR TO EXPLORATION STAGE (1996)
The Company performed impairment evaluations on the recorded asset values of its
Pyramid and Silver Strand gold and silver properties, consistent with SFAS No.
121 requirements. The Company determined that recognition of impairments of the
value of each property was appropriate. At September 30, 1996, the amounts of
the impairments were $70,333 for the Pyramid property and $104,753 for the
Silver Strand property. Consequently, the accumulated deficit prior to the
Exploration Stage was increased by $175,086 and mineral properties were reduced
by a corresponding amount.

FISCAL YEAR ENDED SEPTEMBER 30, 1997
The Company had previously capitalized certain exploration expenses incurred at
the Silver Strand Mine in 1997. As a result of the determination of an
impairment related to the property, the Company now believes that the costs
should have been treated as period expenses. Consequently, the correction served
to increase the net loss (and accumulated deficit during the Exploration Stage)
by $19,000 and reduced mineral properties by a similar amount.

FISCAL YEAR ENDED SEPTEMBER 30, 1998
1.   Under the Company's previous accounting policy organizational costs were
     capitalized and charged directly to stockholders' equity without being
     expensed in the Statement of Operations. The correction entails a reversal
     of the direct charge and recognition of an expense item in 1998, increasing
     the net loss by $31,520, but having no net effect on total stockholders'
     equity.

                                      F-29

<PAGE>

                              TREND MINING COMPANY
                     (FORMERLY SILVER TREND MINING COMPANY)
                         (AN EXPLORATION STAGE COMPANY)
                     NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2000

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

2.   The Company corrected its stock records by increasing the value of common
     stock by $4,500 and recognizing a charge of $4,500 to reflect the issuance
     of 9,000 shares of common stock as directors' and officers' compensation.

3.   The Company omitted calculating the fair market value of certain options
     issued to a third party at the time of issuance. Under the Company's
     accounting policy, the options were valued according to the Black-Scholes
     Option Price Calculation and were deemed to have a value of $2,659, which
     was recognized as a financing expense in the Statement of Operations and
     reflected as an increase in the value of options and warrants. In a prior
     filing, the expense was incorrectly included in the 1999 financial
     statements.

Total increase in fiscal year 1998 net loss (and accumulated deficit):  $38,679

FISCAL YEAR ENDED SEPTEMBER 30, 1999
1.   The Company incorrectly capitalized certain exploration costs, which should
     have been expensed under generally accepted accounting polices.
     Accordingly, the Company recognized $14,529 in additional mineral property
     costs to correct for the error.

2.   The costs of acquiring certain mineral property claims were not recorded in
     the proper period, and, as a result, the Company was required to record an
     expense of $14,470 in 1999.

3.   The Company determined that it had recorded a duplicate charge of $11,503
     for stock issuance costs related to certain consulting service expenses,
     and has reduced operating expenses and common stock accordingly.

4.   The Company corrected its records to reflect that $1,000 in proceeds was
     income rather than a stock purchase by a third party. The Company recorded
     miscellaneous income of $1,000 and reduced common stock by $1,000.

5.   As mentioned above, the fair market value of certain options was not
     originally calculated. Initially, the financing expense was recorded as
     applicable to 1999 operations, but later determined to be a 1998 expense
     item.

6.   Under the Company's previous accounting policy, the costs to acquire
     options on unpatented mining claims were capitalized. The Company now
     expenses such costs, and the $145,873 in cash outlays and stock issuances
     to acquire the Lake Owen option have been charged to operations as mineral
     property expenses.

Net increase in fiscal year 1999 net loss (and accumulated deficit): $162,639

The Company also corrected a balance sheet error of $30,000 to properly reflect
payment commitments related to the Lake Owen agreement as deferred property
expenses rather than as a note payable.

                                      F-30
<PAGE>

                              TREND MINING COMPANY
                     (FORMERLY SILVER TREND MINING COMPANY)
                         (AN EXPLORATION STAGE COMPANY)
                     NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2000

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

In previous filings, the Company considered certain silver and gold operations
as discontinued, but after further review, determined that since these
operations did not represent a distinct segment, they should not be viewed as
discontinued operations. The financial statements at one point reflected a loss
from discontinued operations of $63,662, reflecting a realized loss on
disposition of $55,000 and certain mineral property expenses of $8,662. The
realized loss is now shown as an other income/expense item and the mineral
property expenses are reflected in operating expenses.

FISCAL YEAR ENDED SEPTEMBER 30, 2000
1.   Under the Company's previous accounting policy, the original $35,800 in
     cash paid and stock issued to acquire the option on the Intrepid claims was
     capitalized. The new policy requires that such costs be charged to
     operations as mineral property expenses, with an offsetting reduction in
     the value of mineral properties.

2.   The Company has reviewed the carrying value of the Silver Strand property
     and determined that an impairment charge of $104,753 should have been
     recorded prior to the inception of the Exploration Stage and that
     capitalized expenses of $19,000 recorded in 1997 should have been charged
     as period costs. Consequently, the book value of the property was reduced
     to zero, the Pre-Exploration Stage accumulated deficit increased by
     $104,753 and mineral property expenses during the Exploration Stage
     increased by $19,000. Since there should have been zero book value at
     disposition, the $118,753 loss originally recorded in 2000 has been
     replaced by a gain of $5,000, reflecting the proceeds from the sale.

3.   The Company reviewed the modifications made to its stock purchase agreement
     with its largest shareholder and determined, according to the Black-Scholes
     Option Pricing Calculation, that the fair market value of the revisions
     made to previously issued options and warrants totaled $14,641. The amount
     is now reflected as an increase in options and warrants and charged as a
     financing expense in the statement of operations.

Net decrease in fiscal year 2000 net loss (and accumulated deficit): $73,312

The Company also reclassified the $138,000 in stock and warrant issuance costs
related to the modification of the Lake Owen agreement from financing costs to
mineral property expenses.

The Company has made all of the appropriate changes and corrections for the
above items. The financial statements and notes have been amended to reflect the
net increase in accumulated deficit.

The Company has elected to comply with the disclosure standards of SFAS No. 7,
which requires specific information about all equity transactions during the
exploration stage, by including this information in Note 4.

                                      F-31

<PAGE>

                              TREND MINING COMPANY
                     (FORMERLY SILVER TREND MINING COMPANY)
                         (AN EXPLORATION STAGE COMPANY)
                     NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2000

NOTE 15 - CORRECTIONS OF ESTIMATES IN PREVIOUSLY ISSUED FINANCIAL STATEMENTS

The Company changed its method of determining the fair market value of certain
stock issuances. The change in the fair market value of option and warrant
issuances largely results from a change in certain Black-Scholes parameters
utilized in calculating option values. The effect of these changes on the years
ended September 30, 2000 and 1999 were as follows:

<TABLE>
<CAPTION>

                                                              FOR YEAR ENDED SEPT. 30
                                                              -----------------------
                                                                 2000          1999
                                                                 ----          ----
<S>                                                           <C>           <C>
Value of stock issued:
Services and associated expenses                              $ 255,660     $ 104,820
Compensation                                                     63,520        34,526
Mineral property expense                                         59,000             -
Investments correction in value                                  40,000             -
                                                              ---------     ---------
Change in valuation of common stock issued                    $ 418,180     $ 139,346
                                                              ---------     ---------

Value of options and warrants issued:
Value of options issued as compensation                       $   4,414     $       -
Value of warrants issued for modification
  of terms of agreement
  (Mineral property expense)                                     30,000             -
                                                              ---------     ---------
Change in fair value of options and warrants                  $  34,414     $       -
                                                              ---------     ---------

Total corrections in value                                    $ 452,594     $ 139,346

Less: Correction in investment                                   40,000             -
                                                              ---------     ---------
Increase in net loss and accumulated deficit
  from the Exploration Stage                                  $ 412,594     $ 139,346
                                                              =========     =========
</TABLE>

The information below summarizes the effect on net loss and loss per share as a
result of the corrections of errors (Note 14) and corrections of estimates
(Note 15).

<TABLE>

<S>                                                         <C>               <C>
Net loss as previously reported                             $ (1,847,259)     $  (415,044)
Correction of errors                                              73,312         (162,369)
Correction of estimates                                         (412,594)        (139,346)
                                                            ------------      -----------
Net loss as corrected                                       $ (2,186,541)     $  (716,759)
                                                            ============      ===========

Loss per share as previously reported                            $ (0.18)         $ (0.13)
Corrections                                                        (0.03)           (0.10)
                                                                 --------         --------
Loss per share as corrected                                      $ (0.21)         $ (0.23)
                                                                 ========         ========
</TABLE>

                                      F-32

<PAGE>


                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                     TREND MINING COMPANY
                                     (Registrant)



 Date:  May 23, 2001                 By:  /s/ Kurt J. Hoffman
                                          -------------------------------------
                                          Kurt J. Hoffman
                                          Principal and Chief Executive Officer
                                          (Principal Executive Officer)



<PAGE>

                                  EXHIBIT INDEX

EXHIBIT NO.         DESCRIPTION

   23.1             Consent of Williams & Webster, P.S., dated May 21, 2001.