**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**




**FORM
      10-KSB**




xANNUAL
      REPORT UNDER
      SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934




For
      the
      fiscal year ended September 30, 2005




oTRANSITION
      REPORT UNDER
      SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACTOF
      1934




For
      the
      transition period from _______ to _________




Commission
      file number 000-31159




TREND
      MINING COMPANY


(Name
      of
      small business issuer in its charter)




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





5439
                South Prince Street, Littleton, Colorado
            80120(Address
                of principal executive offices)
            (Zip
                Code)





Issuer’s
                telephone number (303) 798-7363




Securities
      registered under Section 12(b) of the Exchange Act:




Title
                of each class
            Name
                of each exchange on which registeredNone





Securities
      registered under Section 12(g) of the Exchange Act:




Common
      Stock, par value $0.01


(Title
      of
      Class)




Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act. o




Check
      whether the issuer: (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days. Yes x No o




Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B is not contained in this form, and no disclosure will 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. o




Indicate
      by check mark whether whether the registrant is a shell company (as defined
      in
      Rule 12b-2 of the Exchange Act). Yes oNox




State
      issuer’s revenues for its most recent fiscal year: $0 (none)







The
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates was $6,077,468 based upon the $0.229 closing price per share
      of
      Trend’s common stock as quoted by the OTC Bulletin Board on January 12,
      2006.




The
      number of shares common stock, par value $0.01, issued and outstanding at
      January 12, 2006: 40,096,168 shares.




**DOCUMENTS
      INCORPORATED BY REFERENCE**




Certain
      information required in Items 10 and 14 of
      Part III of this Annual Report on Form 10-KSB are incorporated by reference
      from Trend's definitive Proxy Statement to be filed in connection with the
      upcoming annual meeting of shareholders.




Transitional
      Small Business Disclosure Format (check
      one): Yes oNox










ii




**WARNING
      CONCERNING FORWARD LOOKING STATEMENTS**




This
      annual report on form 10-KSB for the year ended September 30, 2005 contains
      forward looking statements. These include statements regarding Trend’s intent,
      belief or expectations, or the intent, belief or expectations of Trend’s
      directors or Trend’s officers with respect to:




·
            Trend’s
                ability to generate revenues or find alternative sources of
                capital;


·
            Trend’s
                ability to successfully establish mining operations and profitably
                produce
                platinum group or other metals at Trend’s
                properties;


·
            Trend’s
                ability to maintain good title to Trend’s
                claims;


·
            Trend’s
                ability to comply with existing laws and regulations relating to
                exploration and development, permitting procedures, safety precautions,
                property reclamation, employee health and safety, and environmental
                laws;
                and


·
            Trend’s
                ability to retain key employees.




Also,
      whenever we Trend use words such as “believe,” “expect,” “anticipate,” “intend,”
“plan,” “estimate,” “predict” or similar expressions, we are making forward
      looking statements. Actual results may differ materially from those contained
      in
      or implied by the forward looking statements as a result of various factors.
      Such factors include, without limitation:




·
            Whether
                Trend’s properties are found to contain commercially viable quantities
                of
                minerals;


·
            The
                impact of changes in the economy, including the liquidity of precious
                metals markets, on us;


·
            Changes
                in political and economic conditions in major metals producing regions
                such as Russia and South Africa, causing fluctuations in the precious
                metals markets;


·
            Inability
                to fund diligence work at Trend’s properties required to secure Trend’s
                rights under Trend’s unpatented mining
                claims;


·
            Compliance
                with and changes to regulations within the exploration, development
                and
                mining industries, such as regulations relating to taxes, royalties,
                land
                tenure and land use;


·
            Compliance
                with and changes to environmental
                regulations;


·
            Challenges
                to the validity of Trend’s unpatented mining claims by the government or
                third parties;


·
            Competition
                within the exploration, development and mining industries;
                and


·
            Changes
                in federal, state and local
                legislation.




These
      unexpected results could occur due to many different circumstances, some of
      which are beyond Trend’s control, such as changes in regulations and changes in
      the capital markets or the economy generally.




Forward
      looking statements are only expressions of Trend’s present expectations and
      intentions. Forward looking statements are not guaranteed to occur and they
      may
      not occur. You should not place undue reliance upon forward looking statements.
      You should read these cautionary statements as being applicable to all forward
      looking statements wherever they appear. Trend assumes no obligation to update
      the forward looking statements or the reasons why actual results could differ
      from those projected in the forward looking statements to reflect events or
      circumstances after the date hereof.




iv




**TREND
      MINING COMPANY**


**FORM
      10-KSB ANNUAL REPORT**


**FOR
      THE FISCAL YEAR ENDED SEPTEMBER 30, 2005**




Table
      of
      Contents






PART
      I





ITEM
                1.
            Description
                of Business
            1ITEM
                2.
            Description
                of Property
            4ITEM
                3.
            Legal
                Proceedings
            19ITEM
                4.
            Submission
                of Matters to a Vote of Security Holders
            19PART
                IIITEM
                5.
            Market
                For Common Equity And Related Shareholder Matters
            20ITEM
                6.
            Management's
                Plan of Operation
            25ITEM
                7.
            Financial
                Statements
            30ITEM
                8.
            Changes
                In and Disagreements with Accountants on Accounting and Financial
                Disclosure
            71ITEM
                8A.
            Controls
                and Procedures
            71PART
                IIIITEM
                9.
            Directors
                and Executive Officers
            72ITEM
                10.
            Executive
                Compensation
            76*ITEM
                11.
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            76ITEM
                12.
            Certain
                Relationships and Related Transactions
            78ITEM
                13.
            Exhibits
                and Reports on Form 8-K
            80ITEM
                14.
            Principal
                Accountant Fees and Services
            87**
            Except
                as otherwise specified in the applicable Item, incorporated by reference
                from Trend's Proxy Statement for the annual meeting of shareholders
                to be
                filed pursuant to Regulation 14A.




As
      used
      herein, “Trend Mining,” “Trend,” “we,” and the “Company” refer to Trend Mining
      Company.




v


**PART
      I**




**ITEM
      1.**  **Description
      of Business**




Trend
      Mining Company was first incorporated in Montana in 1968, under the name Silver
      Trend Mining Company. The Company was reincorporated in Delaware on March 28,
      2001, when Trend Mining Company, a Montana corporation, merged with and into
      New
      Trend of Montana Company, a Delaware corporation and a wholly-owned subsidiary
      of Trend Mining Company, pursuant to an agreement and plan of merger. The
      surviving Delaware corporation changed its name to Trend Mining
      Company.




Trend
      is
      an exploration company and has been engaged since 1998 in the acquisition and
      exploration of diverse metal properties, primarily in the United States and
      Canada. During the period 2004-2005, the Company commenced uranium exploration
      activities in Canada and, subsequent to the fiscal year end 2005, acquired
      a
      gold royalty interest in Chile. Trend’s plan is to acquire and explore mineral
      properties that have sufficient merit and potential to subsequently vend them
      to
      larger companies, such that Trend itself does not intend to be an operating
      miner in the near term. Rather, Trend seeks to create passive interests in
      high
      quality projects which become managed by other, larger firms. Currently, Trend
      controls properties which are prospective for copper-nickel, platinum-palladium,
      and uranium mineralization in Saskatchewan and Wyoming, and the Company has
      acquired a royalty on a gold mine which should commence commercial production
      of
      gold bullion during the second calendar quarter of 2006. At present, none of
      Trend’s exploration projects is known to contain commercially viable ore
      reserves, and none of Trend’s exploration properties is in production.
      Consequently the Company has no source of current operating income or cash
      flow,
      although the gold royalty may provide approximately $1.25 million in revenues
      over the next several years, about 75% of which could occur during 2006-mid
      2008. Trend’s present business objectives for the near term are to focus on
      raising sufficient capital to retain and advance its mineral
      properties.




**TREND’S
      EXPLORATION PROCESS**




Trend’s
      exploration program is designed to acquire projects of merit that could attract
      a larger partner. To do so, Trend will explore, develop, and evaluate such
      exploration properties, and then vend them if merited, or drop them. The Company
      needs to balance its capital requirements so that it has sufficient funds on
      hand to maintain its existing projects, to evaluate and advance them with
      appropriate exploration programs, and also to maintain additional funds to
      take
      on new projects when such opportunities are deemed appropriate.




As
      more
      fully described below, the Company has formulated specific exploration plans
      for
      Trend’s exploration projects at Stillwater, and Lake Owen. As to the other
      projects, Diabase Peninsula (uranium) is being explored by Trend’s partner,
      Nuinsco Resources, such that Trend faces no immediate capital requirements
      relating to this project, and the Company plans to market its Peter Lake project
      although the Company has spent sufficient funds on this project to hold it
      for
      another year. Exploration generally proceeds in three phases, and Trend’s
      approach is typical. Phase One of exploration normally begins with recognition
      that a property has merit, acquisition of said property, and then follow up
      consisting of detailed geologic mapping and sampling of the rocks to verify
      if
      they contain anomalous concentrations of metals indicative of mineral potential.
      If after a preliminary evaluation a project still has apparent potential,
      considerable sums of money may be spent in the first phase to determine from
      surface geology and assaying of surface rocks whether the subsurface is worth
      testing; geochemical surveys will contribute to such elevated costs, but the
      Company may embark on geophysical surveys to learn more about the subsurface
      before drilling. Careful interpretation of the data collected from the various
      tests would then be used to determine whether further exploration is
      warranted.




1




Phase
      Two
      of an exploration program may involve an initial examination of the subsurface,
      third dimensional characteristics of the mineralization target. This phase
      is
      intended to identify either the extent of any near surface mineralization,
      or
      the location and extent of subsurface, blind targets, and usually involves
      limited drill testing. None of Trend’s properties have reached the second phase.
      Once potentially economic mineralization has been encountered, Phase Three
      entails detailed infill drilling and sampling aimed at precisely defining depth,
      width, length, tonnage and grade so as to ascertain the economic potential
      of
      the deposit.




The
      magnitude of Trend’s exploration budget - for existing projects as well as
      business development, will vary from project to project depending on the size
      of
      the project, its remoteness or accessibility, the quality and quantity of
      existing information, and the cost of appropriate next steps in advancing any
      given project. By way of example, it may cost well over $200,000 for a
      reconnaissance program at Peter Lake, where Trend controls a very large claim
      block (approximately 76 square miles) over geologically attractive and yet
      very
      remote and underexplored ground; fees required to hold all of this ground for
      another year to 2007 would cost Trend more than an equivalent amount, ~$200,000.
      In contrast, Trend spent approximately $9,000 for ground magnetic studies at
      Lake Owen - Trend’s second most advanced exploration project - because that is
      all that it cost for the next level of evaluation at this very accessible
      Wyoming property (along with approximately $78,000 in additional expenses for
      Bureau of Land Management holding fees, county filing fees, and related
      expenses).




The
      Company’s ability to maintain and develop its mineral properties fully depends
      on the Company’s ability to raise sufficient capital to continue to fund its
      planned activities. Should Trend not be able to raise such capital, the Company
      will have to reevaluate whether it can continue to (1) pay the fees and costs
      of
      maintaining its property positions, and/or (2) undertake its planned exploration
      work.




**COMPETITION**




The
      Company competes with other exploration and mining companies to acquire and
      maintain favorable land positions. Trend’s method of competition in this regard
      is to protect the properties we own by complying with regulations and staying
      current on all fee requirements relating to Trend’s properties.




**LICENSE
      AND ROYALTY AGREEMENTS**




Trend
      retains a 1% net smelter return royalty on the Andacollo gold mine in Chile
      which is being taken off of care and maintenance and placed back into commercial
      production by a group of private investors. The Company expects to begin
      receiving royalties on this property during the second or third quarter of
      fiscal 2006. The Company expects to receive sufficient revenues from the Chilean
      royalty to offset much of its corporate costs during the second half of fiscal
      2006.




Trend
      retains a net smelter return royalty on the Pyramid project, an exploration
      property consisting of five unpatented mining claims in Churchill County, Nevada
      which the Company sold to Western Goldfields, Inc. in August 2002. Should the
      Pyramid property be placed into production, Trend will receive a 1.5% net
      smelter returns royalty.




Trend
      also owns a 2.5% net smelter returns royalty in connection with patented mining
      claims located north of Anchorage, Alaska, and owned by the Rae Wallace Company,
      a former subsidiary of Trend. As of January 11, 2006, the Company has not
      received any revenues as a result of these royalties.




2




**GOVERNMENT
      COMPLIANCE**




The
      Company’s activities are subject to extensive federal, state/provincial and
      local regulations in both the United States and Canada. These statutes regulate
      the mining of and exploration for mineral properties, and also the possible
      effects of such activities upon the environment. Future legislation and
      regulations could cause additional expense, capital expenditures, restrictions
      and delays in the development of the Company’s properties, the extent of which
      cannot be predicted. Also, permits from a variety of regulatory authorities
      are
      required for many aspects of mine operation and reclamation. In the context
      of
      environmental permitting, including the approval of reclamation plans, the
      Company must comply with known standards, existing laws and regulations that
      may
      entail greater or lesser costs and delays, depending on the nature of the
      activity to be permitted and how stringently the regulations are implemented
      by
      the permitting authority. The Company is not presently aware of any specific
      material environmental constraint affecting its properties that would preclude
      the economic development or operation of any specific property.




If
      the
      Company becomes more active on its United States or Canadian properties, it
      is
      reasonable to expect that compliance with environmental regulations will
      increase costs to the Company. Such compliance may include feasibility studies
      on the surface impact of the Company’s proposed operations, costs associated
      with minimizing surface impact, water treatment and protection, reclamation
      activities, including rehabilitation of various sites, on-going efforts at
      alleviating the mining impact on wildlife and permits or bonds as may be
      required to ensure the Company’s compliance with applicable regulations. It is
      possible that the costs and delays associated with such compliance could become
      so prohibitive that the Company may decide to not proceed with exploration,
      development, or mining operations on any of its mineral properties.




Trend’s
      primary, near term cost of compliance with applicable environmental laws during
      exploration is likely to arise in connection with the reclamation of drill
      holes
      and access roads. Drill holes typically can be reclaimed for nominal costs.
      For
      example, the Bureau of Land Management, an agency of the U.S. Department of
      Interior (“BLM”) has promulgated surface management regulations which govern
      drill hole and access road reclamation on BLM lands. Similar regulations can
      be
      expected to be complied with on Trend’s lands which are on U.S. Forest Service
      lands, or state property for which we have been issued mineral licenses, as
      well
      as Canadian mining claims.




As
      Trend
      has yet to conduct any road construction or drilling programs, neither drill
      hole nor access road reclamation costs have been incurred. Drill hole
      reclamation costs would only be incurred if drilling were completed. These
      costs
      could vary from a few hundred to a few thousand dollars per drill hole site.
      Whereas roads will not be built until Trend’s exploration programs are more
      advanced, drill road reclamation costs will vary according to the amount of
      road
      construction, which the Company cannot estimate at this time. Once a plan of
      exploration has been submitted and where drill holes or access roads will be
      undertaken, Trend will be required to post reclamation bonds. It is difficult
      to
      estimate what the cost of such bonds will be, since the bonding requirements
      are
      unique to the proposed exploration plan. However, it is a reasonable assumption
      that in some circumstances these bonds may be a significant percentage of the
      exploration costs.




**WEATHER**




Trend’s
      properties are located in the northern United States and Canada, and thus
      weather may play a role in the cost of implementing an exploration program.
      In
      the United States, Trend’s properties are located in National Forests, where
      access roads are often poorly maintained. With high rainfall, for example,
      there
      may be some chance of washouts occurring on roads, which could prevent access
      to
      some of, or portions of, the properties. Forest fires could lead to government
      agencies’ restricting or even closing access to the Company’s properties. Such
      closures would prevent the Company from undertaking planned exploration programs
      and require those programs to be postponed. Harsh winter conditions may preclude
      planned winter access of Trend’s properties and/or reduce the effective summer
      field season. In Canada, mild winter conditions could preclude the Company
      from
      performing winter work programs where such programs depend upon a winter freeze
      up of lakes to provide access to the property (especially for drilling
      purposes).




3




**EMPLOYEES**




Trend
      has
      one full time employee, its President & CEO, Thomas Loucks.




**ITEM
      2.**  **DESCRIPTION
      OF PROPERTY**




Location
      maps for the Company projects may be found at the end of this section. Certain
      terms used in this section are defined in the glossary, also found at the end
      of
      this section.




Trend
      currently owns or controls one uranium and two PGE properties, and is acquiring
      a 50% interest in a third PGE project located at Stillwater Montana, as
      follows.




Property
                (1)
            
            Location
            
            Acres
            
            Work
                Performed
            
            Fiscal
                2006 Exploration
              Budget
                (2)
            
            Ownership
                / InterestStillwater
                (3)
            
            Stillwater,
                Montana
            
            1,400
            
            $206,000
                diamond drilling program.
            
            $400,000
            
            0%Lake
                Owen
            
            Wyoming
            
            12,020
            
            $15,000
                magnetic survey and
              field
                geology.
            
            $120,000
            
            100%Peter
                Lake
            
            Saskatchewan,
                Canada
            
            19,800
                ha
              or
              48,900
                ac
            
            Geological
                reconnaissance
              ($101,000),
                claim group
              expanded.
            
            $Nil
            
            100%Cree
                Lake
            
            Saskatchewan,
                Canada
            
            4,224
                ha
              or
              10,438
                ac
            
            Acquired
                September 2004 - October 2004. Effective December 2004, Nuinsco Resources
                became operator and may acquire a 50% interest. Identified uranium
                targets
                and performed follow-up drilling during fiscal year 2005 worth
                $US360,000.
            
            Nuinsco
                Resources is budgeting $US650,000 for winter 2005. $520,000 by
                Trend.
            
            100%Ancadollo,
                Chile
            
            Andacollo,
                Chile
            
            1,200
                ha
              or
              2,965
                ac
            
            Evaluation
                and acquisition.
            
            Not
                relevant.
            
            1%Total
            
            
            
            75,723
            
            
            
            $1,040,000


_______________


(1)
            Trend’s
                United States property interests are held in the form of unpatented
                lode
                mining claims. At Lake Owen, the Company controls 100% of the mineral
                rights to its unpatented claims. At Stillwater, the Company is spending
                money to earn a 50% interest in both patented and unpatented mining
                claims
                held or leased by Aurora Metals (BVI) Limited (“Aurora”). The viability of
                unpatented mining claims is dependent upon inherent uncertainties
                and
                conditions which relate to:


a.
            The
                existence and sufficiency of a discovery of valuable minerals, as
                required
                under the 1872 Mining Law, to establish and maintain a valid unpatented
                mining claim;


b.
            Proper
                posting and marking of boundaries in accordance with the 1872 Mining
                Law
                and applicable state statutes;


c.
            Whether
                the minerals discovered were properly locatable as a lode claim or
                a
                placer claim;


d.
            Timely
                annual payment of fees to the BLM and proper filing of documents
                at the
                county court house per revised statutes and regulations pertaining
                to
                mining claims upkeep and maintenance;
                and


e.
            Possible
                conflicts with other claims not determinable from descriptions of
                record.


(2)
            The
                Company’s exploration budget was funded from debt and equity financings.


(3)
                Trend
                    may acquire a 50% interest in Aurora Metals (BVI) Limited’s Stillwater
                    project by spending $2 million over 5 years beginning January
                    1, 2005.
                    Trend does not currently own any interest in the Stillwater project.
                    Trend’s budget for fiscal 2006 is
                    $400,000.






4


Claim
      location notices or certificates must be properly and timely filed and recorded
      for a valid unpatented mining claim pursuant to the 1872 Mining Law and
      applicable state statutes. Annual claim maintenance fees must be paid and proof
      of such payment timely filed and recorded. The Company has paid all annual
      fees
      to date and believes that the unpatented mining claims it owns or controls
      are
      valid and that the title to those claims is free from defects. However, Trend
      cannot make any assurance that the validity of Trend’s claims will not be
      contested by the federal government or challenged by third parties.




In
      Saskatchewan, the Company holds its mineral interests by unpatented mining
      claims as well, but maintenance of such mining claims depends upon conducting
      annual work programs or paying an equivalent fee at the present rate of
      $C12/hectare commencing the second year of tenure following acquisition of
      the
      claim. Each claim has an anniversary date depending on when it was staked and
      work can be grouped among contiguous claims as long as each such grouping is
      less than 10,000 hectares.




Saskatchewan
      provides a number of incentives for mineral exploration. For instance, if work
      or fees have not been conducted or paid by the anniversary date of the current
      year, then a cash deposit equivalent to the fee that had been due may be paid
      within 89 days after the anniversary date, validating the claim for another
      year
      as long as twice as much work is conducted the following year, at which time
      a
      full refund of the cash deposit is granted. Another program relates to a
      government sponsored offset of exploration expenditures. The Province
      establishes a fund each year out of which it will match 25% of corporate
      exploration costs up to a total of $C100,000 by participant. If companies
      oversubscribe for amounts in the fund, then Saskatchewan allocates its matching
      funds proportionately. Thus, in theory, Trend could spend $C400,000 on
      exploration and receive a rebate of $C100,000. In practice, Trend spent $C58,275
      (~$US50,000) on exploration during the qualifying period in 2005 and received
      a
      rebate of $C8,989 ($US7,332) in November, 2005.




The
      table
      below details the annual fees and any work commitments required to retain title
      to each of the Company’s properties (for Cree Lake, the fees documented below
      pertain only to claims directly controlled by the Company):




**PROPERTY**
            
            **FEDERAL
                FEES**
            
            **COUNTY
                FEES**
            
            **PROVINCIAL**
              **FEES
                $C**
            
            **ASSESSMENT**
              **WORK
                $US****Lake
                Owen/Albany**
            
            **$**
            **75,125**
            
            **$**
            **1,240**
            
            
            **N.A.**
            
            
            **N.A.****Stillwater**
            
            **$**
            **8,875**
            **(1)**
            **$**
            **nil**
            
            
            **N.A.**
            
            
            **N.A.****Peter
                Lake**
            
            
            **N.A.**
            
            
            **N.A.**
            
            **$**
            **C237,504**
            
            **$**
            **204,253****Cree
                Lake**
            
            
            **N.A.**
            
            
            **N.A.**
            
            **$**
            **C50,688**
            
            **$**
            **43,590**
            **(2)****Andacollo**
            
            
            **N.A.**
            
            
            **N.A.**
            
            
            **N.A.**
            
            
            **N.A.****Total**
            
            **$**
            **84,000**
            
            **$**
            **1,240**
            
            **$**
            **C288,192**
            
            **$**
            **247,843**


(1)
            Plus
                $8,100/yr in advance minimum royalty payments to underlying owners.


(2)
            The
                Cree Lake obligation will be satisfied by Trend’s partner,
                Nuinsco.





5




**INSURANCE**




Because
      Trend's properties are exploration stage projects, the Company does not
      currently carry insurance on any of its properties on an ongoing basis. The
      Company does, however, plan to purchase liability insurance during 2006 drilling
      programs.




**STILLWATER
      PROJECT, MONTANA**




On
      January 11th, 2005, the Company announced that it had signed a Letter of Intent
      with Aurora Metals (BVI) Limited to enter into a joint venture agreement to
      explore for platinum group metals (“PGM” mineralization) as well as copper and
      nickel on portions of the Stillwater layered intrusive complex in Montana.




Layered
      intrusions such as Stillwater are known for hosting PGM mineralization, chrome,
      iron, copper-nickel and other metals in certain favorable layers of the massive
      rock body, and Stillwater itself is best known as the location of the largest
      platinum-palladium mining operations located outside of the Bushveld complex
      - a
      similar suite of rocks - in South Africa. Operated by Stillwater Mining Company
      (“SMC”), the Stillwater operation produces at an annual rate of approximately
      600,000 ounces (combined platinum and palladium) per year.




Under
      terms of the joint venture agreement, Trend will be the operator during the
      exploration phase of the venture and can earn 50% in the project by spending
      $2
      million over 5 years, from January 1, 2005. Work commitments during the first
      and second year total $100,000 and $400,000 respectively, after which work
      commitments total $500,000 per year. Other consideration to Aurora consists
      of
      50,000 shares of Trend's common stock - paid on February 17, 2005, upon signing
      the definitive agreement - $20,000 cash and 20,000 shares on the first
      anniversary - paid January 2, 2006 - and $20,000 in cash or stock on subsequent
      anniversary dates until Trend has spent the agreed upon sum of $2 million.
      At
      that point, a 50-50 joint venture company will be formed by the two companies
      to
      operate and further develop the project. The Trend-Aurora arrangements will
      be
      subject to terms of two underlying agreements with the original claim
      owners.




Trend
      spent $124,000 during FY 2005 to
      maintain its interest in Stillwater through 2005, and additional funds were
      spent during the 2005 season but after the end of the fiscal year. The
      Company intends to spend $400,000 during the calendar year 2006. This property
      has cost the Company a total of approximately $135,500 through
      September 30, 2005.




**Location
      and Access**




Mining
      claims belonging to the Trend-Aurora Joint Venture at Stillwater lie
      approximately 90 miles west-southwest of Billings or 45 miles southwest of
      Columbus, Montana. From Columbus, access follows State Highway 78 southwesterly
      to Absarokee and a further 5 miles to a turnoff west onto State Highway 419.
      Stillwater Mining Company’s operations are located 29 miles southwest on Hwy
      419, and the joint venture lands lie immediately south of the SMC fence line
      which crosses the southbound road in an east-west direction.




**Title
      Status**




The
      Stillwater property leased by Trend consists of portions of 60 unpatented and
      17
      patented mining claims covering approximately 1,400 acres. Because Trend is
      acquiring 50% of certain claims, it reimburses Aurora Metals only for holding
      costs related to the claims in which Trend can acquire a 50% interest, or
      approximately 59% of the total land package. Trend may acquire a 50% interest
      in
      the Stillwater project, owned by Aurora Metals, by spending $2,000,000 over
      5
      years. However, Trend does not currently own any interest in the Stillwater
      project. The lease will expire on January 1, 2010 unless Trend earns its
      interest in the joint venture.




6




The
      Company does not own its own plant or equipment relating to the project. If
      such
      plant and equipment is needed, the Company will procure the equipment from
      third
      party contractors. The portable drills that Trend contracted for this property
      use diesel fuel. All other equipment uses power produced by generators.




**Exploration
      History**




The
      Stillwater Complex is a large layered intrusive rock body which hosts a number
      of deposits and occurrences of platinum, palladium, copper, nickel, chrome,
      and
      minor gold mineralization. The producing Stillwater mine is the world’s largest
      producer of platinum and palladium outside South Africa and produces
      approximately 600,000 ounces of these metals annually. Exploration in the
      district dates back over 100 years and most of the district was acquired by
      the
      Mouat family, ranchers and farmers who lived nearby. Stillwater became a site
      of
      chrome production during World War II, and then, in the 1970s and 1980s, there
      was extensive exploration on claims owned mostly by the Mouats but conducted
      by
      Anaconda Copper Corporation, Johns-Manville, Chevron Resources and others to
      locate the horizon where mineralization similar to that in South Africa could
      occur. Johns-Manville and Chevron wound up with the now-producing horizon and
      Anaconda came away with similar ground with potential not only for platinum
      and
      palladium but also for copper and nickel as well as the WWII chrome property.
      Anaconda was subsequently acquired by ARCO and exited the minerals business,
      but
      the Anaconda mining claims have been handed down over the past 20 years through
      a chain of related junior companies and are now held by Aurora. Most of the
      patented and unpatented mining claims held by Aurora, and the portions now
      leased from Aurora by Trend, are leased from descendants of the original Mouat
      family. The ground that Trend is exploring hosts known deposits of copper-nickel
      mineralization as well as occurrences of platinum and palladium. The historic
      chrome workings are not being leased by Trend.




Between
      1966 and 1979, Anaconda explored nickel-copper-cobalt occurrences at the Mouat
      Mine area on ground now being leased by Trend. The most extensively drilled
      resource was the Mouat nickel-copper deposit where 126 core holes were drilled
      on a 100-foot by 100-foot grid, totaling 108,600 feet, followed by 1,547 feet
      of
      exploratory development.





The
      following estimates, based on Anaconda’s disclosures, were published by the U.S.
      Geological Survey in 1993 as “resources,” but are estimates of mineralized
      material:





Mountain
      View Lease, Mouat Mine area, 92.0 million short tons at 0.27% Ni and 0.29%
      Cu as
      the “global” estimate at a cut-off grade of 0.2% Ni, or a more confined estimate
      of 23.1 million short tons at 0.62% Ni and 0.45% Cu at a cut-off grade of 0.4%
      Ni. This resource estimate represents in-place mineralized material and is
      not a
      proven or probable ore reserve estimate.





**Geology
      and Mineralization**




The
      Stillwater Complex, approximately 25 miles long, is a body of layered rocks
      which hosts mineralization that was deposited during the formation of the rock
      layers. For example, some layers may be extremely thin, with a thickness of
      from
      inches to several feet, but can extend along the entire 25 mile length of the
      complex. In fact, the horizon known as the J-M Reef which Stillwater Mining
      Company operates is known to extend for much of the 25 miles. After the rocks
      formed and cooled, they were tilted steeply to the north by a subsequent
      geologic event, such that what were originally horizontal layers, including
      the
      mineralized horizons, now are steeply tilted to the north, and extend 25 miles
      in essentially an east-west direction. The significance of this aspect of the
      geology is that Stillwater is mining in east-west-trending operations on one
      horizon, while Aurora-Trend are exploring for similar mineralization on a second
      horizon that lies immediately south of the SMC ground (and would have originally
      been beneath it). This is the same type of setting as occurs in South Africa,
      where mines are developed and producing on more than one layer of the South
      African Bushveld Complex.




7




During
      the summer of 2005, the Company completed three diamond drill holes on this
      property. The first hole, MV05-1, designated to test the historic Mouat
      nickel-copper resource, was lost in alluvium and landslide material before
      it
      could encounter bedrock. The second hole, MV05-2 (TD 600 feet), was targeting
      the source of a geophysical anomaly which could signify potential for nearby,
      associated platinum-palladium mineralization. The hole intersected prospective
      mineralogy (magnetite (>10%) and olivine) at depths of 300-350 feet. The
      third hole, MV05-3, targeted PGM mineralization at depths of approximately
      350-500 feet, but was terminated when the Company realized it had passed beneath
      the target. Both of the latter two drill holes warrant follow-up in
      2006.





**Exploration
      Plans**




Trend
      currently has plans for a $400,000 drilling, sampling, and exploration program
      during the summer of 2006 to continue the search for larger concentrations
      of
      copper, nickel, platinum and palladium. The program will involve a
      re-examination of historical showings as well as new drilling on highly
      prospective occurrences. Both of the targets tested in the latter two drill
      holes completed in 2005 warrant follow-up and may be re-tested in 2006. In
      addition, if re-examination of historical evaluations of the Mouat Nickel-Copper
      resource demonstrate that the deposit could be viable at today’s metal prices,
      Trend may escalate work at Stillwater to incorporate a second, simultaneous
      but
      larger effort on the Mouat. However,
      because this property is without any known reserves, all programs are
      exploratory in nature.




**LAKE
      OWEN, WYOMING**




**Location
      and Access**




The
      Lake
      Owen platinum group metals and magnetite property is located in Albany County,
      Wyoming, in the Medicine Bow-Routt National Forest. It was expanded in 1999
      when
      Trend staked the adjoining Albany claims; henceforth, these projects are jointly
      referred to as “Lake Owen.” The Lake Owen property is approximately 40 miles
      southwest of Laramie, Wyoming. More specifically, access to the property is
      gained by driving 24 miles west on State Highway 130, then 11 miles south on
      County Road 47, then 2 miles west on Primary USFS Road 517, and 2-1/2 miles
      south on USFS Secondary Road 540 to the parking lot at the Lake Owen
      recreational site. From there, a walk or drive on dirt roads 2 miles due west
      to
      the heart of the property.




**Title
      Status**




The
      Company holds the Lake Owen and adjoining Albany properties by 601 unpatented
      mining claims. The project was acquired in March 2002 from predecessors in
      interest and remains subject to a 4% net profits interest royalty covering
      these
      claims. This property has cost the Company a total of $2,444,000 through
      September 20, 2005.




The
      Company does not own its own plant or equipment related to the property. If
      such
      plant and equipment is needed, the Company will procure the equipment from
      third
      party contractors. Any power used on this property is produced by generators
      which operate on diesel fuel.




8




**Exploration
      History**




Chevron
      Mineral Resources (“Chevron”) initiated geological reconnaissance exploration at
      Lake Owen in 1982, comprised of detailed surface geologic mapping, geochemical
      sampling, and geophysical surveys. Chevron later completed thirteen
      diamond-drill holes totaling approximately 5,200 feet in the 1980s and early
      1990s. Drilling shallow angle holes generally less than 250 feet in vertical
      depth, Chevron encountered several zones of encouraging platinum group metal
      mineralization.




Chevron
      recognized that, like the South African Bushveld Complex, Lake Owen’s layered
      rocks not only contained PGM mineralization but concentrations of magnetite
      (iron oxide) mineralization as well. At the Bushveld complex, there are zones
      comprised essentially of pure magnetite which are mined solely to separate
      the
      magnetite. In turn, the magnetite at both the Bushveld Complex as well as Lake
      Owen contains not only iron (~60% iron), but it also contains potentially
      economic by-products titanium and vanadium.




During
      2004, Trend commissioned Pincock, Allen, & Holt (“PAH”) in Denver to conduct
      a bench study to determine whether the Company’s existing drill and surface data
      suggested potential for economic iron-titanium-vanadium mineralization. Results
      of this study were mixed but not altogether discouraging; whereas the Bushveld’s
      beds of essentially pure magnetite are economic, the limited Chevron data
      indicated grades of 12% magnetite. At levels of 12% magnetite, PAH believes
      that
      a mining operation could break even, but there would be no further revenues
      to
      repay capital investment or generate a return. Trend now intends to pursue
      both
      PGM exploration as well as using detailed ground magnetic surveys to search
      for
      smaller zones of higher grade magnetite which might therefore support a stand
      alone mining operation. However, because there are no known reserves on this
      property, Trend's plans are exploratory in nature.




During
      2005, Trend initiated ground magnetic geophysical surveys over the property
      in
      an effort to understand where higher grade concentrations of magnetite might
      occur (with, in turn, potential for higher grade concentrations of ilmenite
      and
      vanadium), and also to better understand the structure of the layered intrusion
      in order to better understand the locus of potential PGE mineralization. These
      studies were continued into the Fall of 2005 and may be completed in the Spring
      of 2006.




**Geology
      and Mineralization**




The
      Lake
      Owen property is a platinum-palladium-magnetite occurrence hosted in an
      extensive layered igneous intrusive complex with a lateral dimension of
      approximately four by six miles. The complex occurs as a steeply dipping body
      of
      rock along the margin of the Archean Wyoming Province. The exposed stratigraphic
      thickness of these rock units is approximately 20,000 feet.




Four
      separate zones of anomalous platinum group metals mineralization and at least
      two zones of magnetite mineralization have been identified at Lake Owen by
      mapping and airborne geophysical surveys, respectively. The upper PGM zone
      has
      been traced for about six miles along strike. The middle PGM zone is about
      1,500
      feet stratigraphically below the upper zone, while the lower PGM zone is
      situated approximately 5,500 feet stratigraphically below the upper zone.
      Surface geochemical sampling identified one additional PGM zone, although the
      outcrop exposure in this fourth zone is limited and the extent of the anomaly
      has not yet been defined. Trend has initiated but has not completed geophysical
      surveys relating to the magnetic anomalies in direct respect to magnetite
      mineralization.




9




**Exploration
      Plans**




The
      Company hopes to utilize 2005’s geophysical survey as a catalyst to begin an
      ongoing and much more thorough evaluation of the greater Lake Owen complex
      with
      the ultimate goal of drilling for both magnetite (iron-titanium-vanadium
      mineralization) as well as PGEs.




The
      Company plans to spend $120,000 in 2006 to maintain the claims ($78,000), to
      complete the ground magnetic surveys ($5,000), and, time permitting, to initiate
      shallow drilling on both PGE and magnetite targets ($37,000).




**DIABASE
      PENINSULA, CREE LAKE AREA, SASKATCHEWAN, CANADA**




The
      Athabasca Basin hosts uranium deposits that are among the highest grade in
      the
      world, and is the locus for intensive uranium exploration activity by both
      junior exploration companies and large uranium producers. In September of 2004,
      Trend entered into a program to explore for uranium in Saskatchewan by acquiring
      exploration rights in the Cree Lake area of the Athabasca Basin, and
      subsequently the Company announced in October and December that it had acquired
      additional lands located farther to the southwest along the same mineralized
      trend. Trend also announced on December 14th that Nuinsco Resources Limited
      (“Nuinsco”) had entered into an agreement to potentially earn 50% in Trend’s
      interests by spending $C 1 million over three years and taking over the day
      to
      day management of the exploration of these claims.




Trend’s
      land position covers Diabase Peninsula and adjacent acreage located along the
      western margin of Cree Lake. The claim block is situated along the contact
      of
      the Mudjatik and Virgin River Domains, two geological provinces in northern
      Saskatchewan. This contact zone is manifested by the graphite-bearing Cable
      Bay
      Shear Zone, a major structure believed to control the location of important
      uranium occurrences in this area of the Athabasca Basin. Diabase Peninsula
      - and
      Trend’s land position - is known to contain hydrothermally altered boulders of
      sandstone as well as being characterized by geophysical anomalies suggestive
      of
      a graphitic conductor at depth. Both the altered boulders and the conductor
      are
      considered to be typical signs of potential uranium mineralization. During
      2005,
      Inco staked claims adjacent to those of the company.




**Location
      and Access**




The
      Cree
      Lake/Diabase Peninsula uranium property is located along the western shore
      of
      Cree Lake, approximately 570 kilometers (350 miles) due north of Saskatoon.
      The
      property is accessible only by floatplane or helicopter. There are no roads
      to
      Cree Lake, located in north central Saskatchewan. Commercial air flights are
      available into La Ronge, from where one typically rents float planes (summer)
      or
      skid planes (winter) to fly 160 miles directly to the property.





**Title
      Status**




The
      Cree
      Lake property consists of eight mining claims covering 18,646 hectares (72square
      miles). The central three mining claims cover 4,224 hectares (16 square miles),
      two of which are owned outright by Trend and one of which was leased in October
      2004 from a Canadian individual. The two claims owned by Trend require a minimum
      work commitment (or fee in lieu of work) of $C30,516 ~($US 26,250) per year.
      The
      claim that is leased by Trend (known as Diabase Peninsula and herein referred
      to
      as the Diabase Peninsula Lease) was staked in 2001 and carries a minimum work
      commitment (or fee) of $C20,172 ($US17,350) per year. Going forward, it will
      be
      Nuinsco which will be conducting exploration on the three claims. Whereas the
      aggregate annual work commitment for the three claims will be $C50,688
      (~$US43,590), terms of the agreement with Nuinsco require the latter party
      to
      expend at a minimum $C250,000, $C350,000, and $C400,000 (~$US215,000,
      ~$US301,000, and ~$US344,000) in 2005, 2006, and 2007, respectively, and thus
      the title will be maintained in good standing. Under terms of the agreement,
      the
      five claims which were staked by Nuinsco both to protect and enhance the
      three-claim core of the property fall within a 10 kilometer area of influence
      and thus any mineralization found on Nuinsco’s claims will belong to the joint
      venture, but any expenditures made on Nuinsco claims will not apply to the
      work
      commitment required on Trend’s three claims.




10




Terms
      of
      the Diabase Peninsula Lease require that, in addition to the work commitment
      or
      government fee, Trend is to make property to the owner of $C15,000, $C20,000,
      and $C30,000, respectively, in cash or stock, on September 2 of each of the
      first three years. Trend has made two of such payments to date, and the final
      payment is due September 2 nd of 2006.
      Trend may exercise its right to purchase the claims for $CDN 1 million any
      time
      during the first eight years of the option, at which time the property remains
      subject to a 3% gross royalty on any and all minerals produced. Under the terms
      of the Nuinsco agreement, should Nuinsco earn its 50% interest, Nuinsco will
      become obligated to maintain the lease. In the meantime, Nuinsco has agreed
      to
      pay Trend 250,000 shares of Nuinsco common stock to offset the cost of Trend’s
      making the three annual payments to the underlying landowner. This lease expires
      on September 2, 2012. This property has cost the Company a total of 
approximately $58,460 through September 30, 2005.





The
      Company does not own its any plant or equipment related to this project. If
      such
      plant and equipment is needed, the Company will procure the equipment from
      third
      party contractors. Any power used on this property is produced by generators
      which operate on diesel fuel.




**Exploration
      History**




Saskatchewan’s
      unconformity-type uranium deposits are among the richest in the world. Such
      deposits occur at the paleo-horizon (unconformity) between underlying
      Proterozoic basement rocks and overlying sandstones of the Athabasca Formation.
      The basement rocks often contain structures and horizons bearing graphite,
      which
      in turn are believed to control uranium deposition and may also serve as a
      guide
      to such mineralization during geophysical prospecting from the
      surface.




The
      Cree
      Lake area was explored in the late 1970s-early 1980s by Saskatchewan Mining
      Development Corporation (“SMDC,” then a government corporation and predecessor
      to publicly-owned Cameco Corporation). SMDC carried out surface geochemistry
      and
      airborne and ground geophysics as well as limited drilling. All of these
      programs confirm the presence of anomalous rocks and rock chemistry at Diabase
      Peninsula, characteristics suggestive of potential uranium
      mineralization.




**Geology
      and Mineralization**




The
      claim
      block is situated along the contact of the Mudjatik and Virgin River Domains,
      two important geological provinces in Saskatchewan. The contact zone between
      these domains is manifested by the graphite-bearing Cable Bay Shear Zone, a
      major structure believed to control the location of important uranium
      occurrences in this area of the Athabasca Basin.




Diabase
      Peninsula is known from earlier SMDC work to contain hydrothermally altered
      boulders of sandstone as well as being characterized by geophysical anomalies
      suggestive of a graphitic conductor at depth. Both the boulders and the
      conductor are considered to be typical signs of potential uranium
      mineralization. Exploration programs will entail detailed geological mapping
      and
      extended geophysical surveys to identify drilling targets. However, because
      this property is without any known reserves, all programs are exploratory
      in nature.




11




**Exploration
      Plans**




Nuinsco
      completed both ground and airborne geophysical programs as well as geochemical
      prospecting during 2005 designed to identify uranium targets for drilling mainly
      in 2006. Results of geochemical and geophysical programs were very encouraging
      in that concordant anomalies were found in each survey, reinforcing the merits
      of drilling. The normal mode of operation in northern Saskatchewan, in remote
      areas such as Cree Lake, is to drill in winter so that heavy equipment may
      be
      mobilized over winter roads and frozen lakes. Drilling commenced in December
      ,
      2005. Trend is presently carried by Nuinsco and need not spend any funds on
      exploration at Diabase Peninsula until after Nuinsco earns its 50% interest
      and
      a joint venture is formally created. Trend estimates that Nuinsco’s earn in
      could happen in January-February. At present, Nuinsco has not proposed a budget
      for the remainder of 2006, but Trend estimates that expenditures of $C 1.0
      million could be proposed, and Trend would have to raise 50%, or $C500,000
      (approximately $US 400,000) to fund its share, most likely by early summer.




**PETER
      LAKE, SASKATCHEWAN, CANADA**




**Location
      and Access**




At
      Peter
      Lake, Trend is exploring for platinum group metals, copper, nickel, and gold
      mineralization. The property is located immediately west of Reindeer Lake in
      northern Saskatchewan, Canada, approximately 190 miles north/northeast from
      La
      Ronge. There are no roads to Peter Lake, located in northeastern Saskatchewan.
      Commercial air flights are available into La Ronge, from where one typically
      rents float planes (summer) or skid planes (winter) to fly north 200 miles
      to
      Wollaston Lake or 275 miles to Stony Rapids, and then back 40 miles or 150
      miles, respectively, to Peter Lake.




**Title
      Status**




The
      Peter
      Lake property now consists of eight mining claims covering 19,792 hectares
      (~76
      square miles Seven of the Company’s claims were staked in the Spring and Fall of
      2005 and may be held without additional fees or assessment work through the
      Fall
      of 2006. The Company’s 2005 exploration program expended sufficient monies such
      that the Company’s eight claims will not require fees or work programs to hold
      it till March of 2007. This property has cost the Company $238,000 in
      staking expenses and recording fees.




The
      Company does not own its own plant or equipment. If such plant and equipment
      is
      needed, the Company will procure the equipment from third party contractors.
      Any
      power used on this property is produced by generators which operate on diesel
      fuel.




**Exploration
      History**




The
      Peter
      Lake claims are a portion of the Peter Lake Domain, a geologic province which
      is
      known to host the second largest mafic layered intrusive complex in North
      America; in turn, this suite of rocks is recognized to host known occurrences
      of
      copper-nickel and platinum-palladium mineralization. In 1982, exploration
      geologists from a number of mining and oil companies discovered copper, nickel,
      platinum, and palladium in grab samples from trenches widely located over a
      strike length of approximately 81 miles. However, while individual showings
      are
      rich enough to be considered economic, in and of themselves none have yet proven
      sufficiently extensive to contain a resource with potentially extractable
      mineralization. Thus,
      this property is without any known reserves and any plans or programs for this
      property are exploratory in nature.The Company’s reconnaissance
      exploration program during 2005 covered much of the aforementioned 76 square
      miles and resulted in initial follow-up of some of Trend’s known prospective
      ground as well as follow up of new occurrences previously identified by
      others.




12




**Geology
      and Mineralization**




The
      Peter
      Lake complex, with a length of 180 kilometers (approximately 112 miles) and
      a
      width of 30 kilometers (approximately 19 miles), is the second largest layered
      intrusive complex in North America, after the Duluth Gabbro. The geology is
      often obscured by tundra, muskeg, and forest cover, but nevertheless the area
      is
      recognized for its copper-nickel-platinum-palladium potential, based upon both
      the local geology which is favorable for this type of mineralization and also
      upon the scattered but attractive occurrences of these metals. So much so,
      in
      fact, that in the past four years there has been a joint venture between the
      Geological Survey of Canada and the Saskatchewan Geological Survey to spend
      several million dollars (CDN) on the belt of rocks which centers over Trend’s
      claims. The information gathered by this program was released in May, 2005,
      and
      the Company was able to benefit from the many geophysical maps released in
      order
      to guide the 2005 summer exploration program.




**Exploration
      Plans**




Trend’s
      geological studies including mapping and surface sampling conducted during
      the
      summer of 2005, costing the Company $180,000, served to highlight both the
      potential of the ground and the high cost of exploring it. The Company plans
      no
      field work for 2006 at Peter Lake, and rather hopes to find a stronger industry
      partner to continue exploration of the Peter Lake claim group. The Company’s
      broad reconnaissance program in 2005 expended $180,000 in direct expenditures
      (i.e., without any allocation of G&A) and served to highlight both the
      potential of the ground as well as the high cost of exploring it. The Company
      hopes that the results of its focused 2005 field work will entice a major to
      join the program and fund it in 2006 and beyond.




**ANDACOLLO,
      CHILE**




In
      related transactions initiated on September 20 th and
      dated October 4, 2005, Trend acquired a 30% interest in a Chilean gold mine
      and
      resold it for cash and a 1% net smelter returns royalty on the mine. As
      additional consideration, the Company retains a 30% back-in right for an
      operating interest in the mine, exercisable any time through April 1, 2006.
      The
      mine obtained its final operating permits on December 27, 2005, and should
      be
      fully operational by the second quarter of 2006, after which Trend will receive
      1% of gold revenues from the mine in monthly installments.




Trend
      holds only a 1% royalty interest and no longer owns or operates this
      mine.




**Location
      and Access**




The
      Andacollo gold mine is located 55 kilometers (~34 miles) from the town of La
      Serena in the coastal range of central Chile at an elevation of 1100 meters
      (3,600 feet). The Chilean corporation which operates the mine is Compania Minera
      Dayton (“CMD”). The mine is easily accessible by paved road from La Serena where
      miners live in this part of Chile. Alternatively, the mine is located adjacent
      to the village of Andacollo where much of the work force lives.




**Title
      Status**




The
      property comprises 72 mining claims covering 1,200 hectares, all but one of
      which are owned by Compania Minera Dayton. All of the mining claims from which
      gold would be produced at Andacollo are owned or under the control of
      CMD.




This
      property has cost the Company approximately $3,300,000, however, the Company’s
      costs of acquiring the property were more than reimbursed during the sale of
      the
      interest, described below, such that Trend owns the residual royalty for
      negative consideration approximating $69,000. Trend will have no costs at this
      project going forward, and owns no plant or equipment at the
      operation.




13




**Exploration
      History**




Gold
      mining has been the principal activity in the town of Andacollo during most
      of
      its existence. Records indicate historical production of about three million
      ounces since the 1500s, principally from small vein and alluvial operations.
      In
      the late 1980s, Chevron Resources recognized the potential for low grade, bulk
      tonnage gold production and commenced exploration. Subsequently, Chevron
      determined to exit the mining business and sold the property to Dayton Mining
      Company, a junior Canadian mining firm.




The
      steady decline in the gold price through the end of the 1990’s (reaching
      US$260/oz in 2000) challenged the entire industry. Andacollo was unhedged and,
      as a result, in December 2000, Dayton’s subsidiary CMD started paring down the
      operation and liquidating the assets not related to the ongoing final leaching
      of stacked material. Leaching of residual gold out of the heaps at Andacollo
      continued continued until recently and enabled CMD to pay off all creditors.
      Dayton was subsequently acquired by Pacific Rim Mining, another Canadian firm
      which acquired Dayton to obtain its gold deposit in El Salvador, and
      subsequently Pacific Rim put Andacollo, and Dayton’s Chilean subsidiary CMD, up
      for sale in May of 2005.




Trend
      endeavored to purchase 100% of CMD but found it difficult to raise financing
      during the summer months. Ultimately, Trend bought 30% of the mine along with
      a
      group of accredited investors who purchased 70% on September 20, 2005. The
      investor group then made Trend an offer to buy Trend’s 30% stake in exchange for
      a package of cash (more than full reimbursement of all expenses), a one percent
      net smelter returns royalty, and a 30% back-in right excercisable through April
      1, 2006.




CMD
      has
      produced about 588,000 ounces since it started operations in 1996 as a 20,000
      ton per day open pit heap leach gold operation. The operation was built by
      Bechtel and the equipment was new when installed and the plant, crushing and
      stacking equipment is all in place. The leach operation was state of the art
      in
      2000 and meets all of the current environmental standards recognized for such
      operations worldwide. The mine was placed on care and maintenance from 2000
      through 2005 but the new owners have quickly moved to refresh the operating
      permits and the mine is being readied for re-start anticipated by March 1,
      2006.
      Gold production should start during the Spring of 2006, and Trend hopes to
      be
      receiving gold income by Summer 2006.




**Geology
      and Mineralization**




Andacollo’s
      geologic setting is similar to that of many copper-gold systems around the
      Pacific margin. The gold deposit itself actually sits on the fringe of a larger
      copper system and mine owned and operated by Aur Resources, and, while the
      current CMD operation is focused on recovering gold from volcanic rocks, there
      may be potential for copper mineralization at depth.




Gold
      occurs in low grade concentrations averaging 0.029 ounces
      of gold per ton, and a proven mineable reserve exceeding 250,000 ounces of
      recoverable gold has been defined as estimated by Systemes Geostat International
      Inc., an outside consultant. This reserve is contained in a very low grade
      resource but, unless the gold price appreciates dramatically, even above current
      gold price levels, it is not expected that the mine will recover much more
      than
      the known recoverable reserve of 250,000 ounces. Trend’s one percent royalty
      interest could therefore convey 2,500 ounces of gold over approximately seven
      years. Most of the gold extraction is anticipated to occur in the first two
      years, and therefore mid calendar 2006 to mid calendar 2008. The new owners
      are
      revising the production schedule but Trend has not yet received any revised
      forecast of how much gold will be produced in the near term. The operation
      will
      also produce a small amount of by-product silver and copper, and, at present
      price levels, those by-products will essentially pay for the transportation,
      insurance, and refining of the gold, such that the “net” smelter return of 1%
      should equate very closely to one percent of the gold.




14




**Exploration
      Plans**




The
      investor group which has purchased the mine has no interest in exploration
      and
      rather intends to optimize production from the existing resource and then close
      the mine. That said, there have been inquiries by other parties about forming
      a
      joint venture to explore for copper on ground controlled by CMD. In the event
      that such a venture meets with any success and contributes new reserves to
      the
      operation, then Trend’s one percent royalty will pertain to such new production
      as well.




**LOCATION
      MAPS**




Figure
      1. Stillwater Project, Montana and Lake
      Owen, Wyoming







15




Figure
      2.
      Diabase Peninsula, Cree Lake Area, Saskatchewan, Canada







16




Figure
      3. Andacollo,
      Chile




**GLOSSARY
        OF TERMS**
  ANOMALY:
        a deviation from uniformity or regularity, a local feature distinguishable
        in
        geophysical or geochemical measurement.
  ARCHEAN:
        geologic age older than 2,500,000,000 (2.5 billion) years, a term applied
        to the
        oldest rocks of Precambrian time.
  DEVELOPMENT:
        work carried out for the purpose of opening up a mineral deposit and making
        the
        actual extraction possible.
  DIP:
        the
        angle at which a vein, structure or rock bed is inclined from the horizontal
        as
        measured at right angles to the strike.
  EXCHANGE
        RATE - $C/$US: Many of the Company’s expenses occur in Canadian dollars. Where
        obligations are cited herein, the Canadian obligation will be quoted and
        then
        translated into US currency at the rate prevailing on or about September
        30th,
        2005: $C1.16 per US dollar.
  EXPLORATION:
        work involved in searching for ore by geological mapping, geochemistry,
        geophysics, drilling, and other methods.
  GABBRO:
        coarse-grained, dark colored igneous rocks. Intrusive equivalent of volcanic
        basalt (intrusive rocks cool within the earth’s crust, as opposed to extrusive,
        or volcanic, rocks which cool in the atmosphere).
  GEOCHEMISTRY:
        study of relative and absolute abundances of chemical elements and atomic
        species (isotopes) in rocks, soils, water, or atmosphere.
  GEOPHYSICS:
        study of the earth by quantitative physical methods.
  HECTARE:
        metric measure of area, equivalent to 2.47105 acres or 0.003861 square
        miles.
  HYDROTHERMAL:
        pertaining to hot water, especially with respect to its action in dissolving,
        re-depositing, and otherwise producing mineral changes within the earth’s
        crust.
  17
  INTRUSION/INTRUSIVE:
        a volume of igneous rock that was injected, while still molten, into the
        earth’s
        crust or other rocks and solidified before reaching the surface as (opposed
        to
        extrusive or volcanic).
  LITHOLOGY:
        the physical character of a rock described in terms of its structure, color,
        mineral composition, and grain size.
  MAFIC:
        a
        rock dominantly composed of ferromagnesian silicates; used to describe some
        dark
        igneous rocks and their dark constituent minerals (e.g., gabbro and pyroxenite,
        as opposed to light colored rocks (“felsic”) such as granite).
  METAMORPHISM:
        the process by which consolidated rocks are altered in composition, texture,
        or
        structure as a result of the earth’s application of heat and/or pressure at
        depth over time.
  METALLIFEROUS:
        bearing or producing metal.
  MINERALIZATION:
        as applied to mineral deposits, the process of adding concentrations of metals
        to rocks.
  NET
        PROFITS INTEREST ROYALTY: a share of net profits generated from a mining
        operation.
  NET
        SMELTER RETURNS ROYALTY: a share of net revenues generated from the sale
        of
        metal produced by a mine, net after certain deductions for the cost of
        transporting, insuring, and refining the metal.
  OCCURRENCE:
        site or area where detectable mineralization is known. May or may not be
        economic.
  ORE:
        material that can be mined from an ore body and processed at a
        profit.
  ORE
        BODY:
        a continuous, well-defined mass of material of sufficient ore content to
        make
        extraction economically feasible; or a reserve.
  OUTCROP:
        the exposure of bedrock or strata projecting through the overlying cover
        of
        soil.
  PGE:
        platinum group element.
  PGM:
        Six
        metals comprise the platinum group metals (“PGMs”): platinum, palladium,
        rhodium, iridium, ruthenium, and osmium. Platinum group metals are rare precious
        metals with unique physical properties that are used in diverse industrial
        applications and in the jewelry industry. The largest and fastest growing
        use
        for platinum group metals is in the automotive industry for the production
        of
        catalysts that reduce automobile emissions. Palladium is also used in the
        production of electronic components for personal computers, cellular telephones,
        facsimile machines and other devices, as well as dental applications and
        jewelry. Industrial uses for platinum include the production of data storage
        disks, glass, paints, nitric acid, anti-cancer drugs, fiber optic cables,
        fertilizers, unleaded and high-octane gasoline and fuel cells.
  PYROXENITE:
        An igneous rock predominantly composed of the minerals from the pyroxene
        family
        (such rocks can be indicative of copper-nickel and/or platinum-palladium
        mineralization.
  RECLAMATION:
        the restoration of a site after exploration activity or mining is
        completed.
  REEF:
        a
        mining term for a metalliferous mineral deposit, usually tabular and relatively
        narrow in nature.
  18
  REMOBILIZATION:
        term describing a mineral (or rock) that has become mobile again and/or
        relocated after initial solidification, often forming a mineral
        deposit.
  SEDIMENTARY
        ROCKS: rocks resulting from the consolidation of loose detritus of older
        rock.
  SHEAR:
        a
        zone of deformation caused the by lateral movement along numerous parallel
        planes.
  SULFIDE:
        a metallic mineral composed of sulfur combined with base metals.
  STRIKE:
        the bearing of a vein or a layer of rock.
  ULTRAMAFIC:
        said of an igneous rock composed chiefly of mafic materials and which contains
        less than 45% silica (and therefore virtually no quartz or
        feldspar).
  UNPATENTED
        MINING CLAIM: a parcel of property located on federal lands pursuant to the
        1872
        Mining Law and the requirements of the state in which the unpatented claim
        is
        located, the title of which remains with the federal government. The holder
        of a
        valid, unpatented lode mining claim is granted certain rights including the
        right to explore such claim.
  VEIN:
        a
        deposit of foreign minerals within a rock fracture or joint.
  **ITEM
        3.**  **LEGAL
        PROCEEDINGS**
  On
        May
        21, 2002, one of the Company’s vendors, Nevada Southwest Investments LLC, doing
        business as Reno Business Park, obtained a judgment against the Company,
        in the
        Second Judicial District, Washoe County, Nevada to collect the amount of
        $18,574.90 (inclusive of fees and costs) plus interest at the rate of 18%
        per
        annum due under a rental lease agreement for office space the Company chose
        to
        vacate. The Company did not contest this action since it had no basis to
        do so.
        This judgment, unless paid, may ultimately result in liens against the Company’s
        bank account, other Company assets, or the mineral properties held by the
        Company. The Company is attempting to negotiate with the creditor to make
        suitable payment arrangements to pay this judgment over time. The Creditor
        had
        scheduled a debtor’s hearing in the early part of 2004 but the hearing was
        cancelled and not rescheduled. The Company has not had further communication
        from this creditor since that time.
  On
        August
        24, 2005, plaintiff filed a complaint against the Company in the United States
        District Court for the Eastern District of New York, seeking $52,500 in legal
        fees, under Section 16(b) of the Securities Exchange Act of 1934, which were
        allegedly incurred in connection with the Company's recovery of alleged
        short-swing trading profits from an insider of the Company. The case was
        dismissed with prejudice on or about November 29, 2005, pursuant to a compromise
        and settlement under which the Company paid plaintiff the sum of
        $26,250.
 
 **ITEM
        4.**  **SUBMISSION
        OF MATTERS TO A VOTE OF SECURITY HOLDERS**
  There
        were no matters submitted to a vote of security holders for the quarter ended
        September 30, 2005.
  19
  **ITEM
        5.**  **MARKET
        FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS**
  **Market
        for the Company’s Common Stock**
  The
        Company’s common stock trades under the symbol TRDM.OB on the Over-the-Counter
        Bulletin Board Electronic Quotation System maintained by the National
        Association of Securities Dealers, Inc. Following is information about the
        range
        of high and low bid prices for the Company’s common stock for each fiscal
        quarter in the last two fiscal years and the first two fiscal quarters of
        the
        current fiscal year.
  **Quarter
                  Ended**
              
              **High
                  Bid**
                **Quotation
                  (1)**
              
              **Low
                  Bid**
                **Quotation
                  (1)**March
                  31, 2003
              
              $
                  0.32
              
              $
                  0.17June
                  30, 2003
              
              $
                  0.18
              
              $
                  0.12September
                  30, 2003
              
              $
                  0.40
              
              $
                  0.12December
                  31, 2003
              
              $
                  0.58
              
              $
                  0.23March
                  31, 2004
              
              $
                  0.45
              
              $
                  0.23June
                  30, 2004
              
              $
                  0.45
              
              $
                  0.23September
                  30, 2004
              
              $
                  0.29
              
              $
                  0.16December
                  31, 2004
              
              $
                  0.33
              
              $
                  0.23March
                  31, 2005
              
              $
                  0.36
              
              $
                  0.205June
                  30, 2005
              
              $0.31
              
              $0.19September
                  30, 2005
              
              $0.28
              
              $0.20January
                  12, 2006
              
              $0.229
              
              $0.11
 
  (1)
              These
                  quotations are from the OTC Bulletin Board and reflect inter-dealer
                  prices, without retail mark-up, mark-down or commissions and may
                  not
                  represent actual transactions.
  **Holders**
  As
        of
        December 12, 2005, there were 926 holders of record of our common stock,
        however, we believe that there are additional beneficial owners of our common
        stock who own their shares in “street name.”
  **Dividends**
  There
        have been no cash dividends declared on our common stock since our company
        was
        formed. Dividends are declared at the sole discretion of the Company’s board of
        directors. It is not anticipated that any dividends will be declared for
        the
        foreseeable future on the Company’s common stock.
  **Equity
        Compensation Plan Information**
  As
        of the
        date of this report, the Company has no compensation plans under which Trend’s
        equity securities may be issued which have not been approved by Trend’s
        shareholders.
  20
  The
        following table provides a summary, as of September 30, 2005, of Trend’s
        shareholder-approved, 2000 Equity Incentive Plan.
  Number
                    of securities to be issued upon exercise of outstanding options,
                    warrants
                    and rights
              
              Weighted-average
                      exercise price of outstanding options, warrants and
                      rights
              
              Number
                  of securities remaining available for future issuance under equity
                  compensation plans (excluding securities reflected in column
                  (a))(a)
              
              (b)
              
              (c)Equity
                  compensation plans
                approved
                  by security holders
              
              2,200,000(2)
              
              $0.37
                      (3)
              
              2,200,000
                    (1)Equity
                  compensation plans not
                approved
                  by security holders
              
              0
              
              N/A
                      (4)
              
              0Total
              
              2,200,000
              
              
              
              2,200,000
  (1)
              Trend’s
                  2000 Equity Incentive Plan was adopted by Trend’s shareholders at Trend’s
                  annual meeting of shareholders held on February 23, 2001. 5,000,000
                  shares
                  are authorized for issuance pursuant to equity awards under Trend’s 2000
                  Equity Incentive Plan. Under Trend’s 2000 Equity Incentive Plan, the
                  Company grants restricted stock and options to Trend’s officers (and may
                  grant them to employees and consultants in the future), subject
                  to vesting
                  requirements. In addition, under this plan, Trend’s directors receive
                  grants of options and common stock as part of their annual compensation
                  for serving as Trend’s directors.
  (2)
              In
                  the fiscal year ended September 30, 2004, Trend issued options
                  to purchase
                  500,000 shares of common stock to Thomas Loucks, as compensation
                  and
                  500,000 options to Ishiung Wu, as compensation and 200,000 options
                  to
                  Michael Sharratt, as compensation. Thomas Loucks and Ishiung Wu’s options
                  vested as follows: 250,000 each vested immediately, 50,000 each
                  vested on
                  December 27, 2004, 100,000 each vested on May 28, 2005, and 100,000
                  each
                  will vest on May 28, 2006. Michael Sharratt’s options vested
                  immediately.
  (3)
              In
                  the fiscal year ended September 30, 2005, Trend issued options
                  to purchase
                  1,000,000 shares of common stock to Thomas Loucks, as compensation
                  options
                  to purchase 750,000 shares of commons stock and to John Ryan, as
                  compensation options to purchase 250,000 shares of common stock.
                  Thomas
                  Loucks’ options vested as the follows: 400,000 vested on July 11, 2005,
                  200,000 will vest on July 11, 2006 and 150,000 will vest on July
                  11, 2007.
                  John Ryan’s options vested immediately. Trend also issued 600,000 shares
                  of common stock to its board of directors as compensation for fiscal
                  2005,
                  which is not included in Columns a &
b.
  (4)
              This
                  table does not include warrants to purchase 14,738,178 shares at
                  an
                  average exercise price of $0.49 which are issued and outstanding.
                  The
                  table also does not include warrants and common stock issuable
                  in
                  connection with certain loans from shareholders to the Company.
                  From 2000
                  to the end of the reporting period, Trend has incurred net convertible
                  debt aggregating $2,832,857 (the “Shareholder Debt”) pursuant to loan
                  agreements with certain of Trend’s shareholders. The terms of these loans
                  vary as follows: (A) on $130,000 of the debt, each $0.50 of the
                  Shareholder Debt is convertible into units comprised of one share
                  of
                  Trend’s common stock and one warrant to purchase a share of Trend’s common
                  stock at $1.00; (B) on $902,857 of the debt, each $1.25 of the
                  Shareholder
                  Debt is convertible into units comprised of one share of Trend’s common
                  stock and one warrant to purchase a share of Trend’s common stock at
                  $1.50. If all Shareholder Debt were converted to units per these
                  terms,
                  982,286 additional shares of common stock and 722,286 additional
                  warrants
                  exercisable at $1.50, and 260,000 additional warrants exercisable
                  at $1.00
                  would be issued; and (C) on $1,800,000 of the debt, each $0.30
                  of the
                  Shareholder Debt is convertible into units of one share of common
                  stock,
                  40 Class A Warrants for every 100 shares the $1,800,000 of the
                  Shareholder
                  Debt is convertible into with each having a right to purchase one
                  share of
                  Trend’s common stock at $0.50 and 50 Class B Warrants for every 100 shares
                  the $1,800,000 of the Shareholder Debt is convertible into having
                  a right
                  to purchase one share of Trend’s common stock at
                  $0.25.
  21
  **Recent
        Sales of Unregistered Securities**
  The
        Company had 37,275,942 shares of common stock issued and outstanding as of
        September 30, 2005. The issuances discussed under this section are exempted
        from
        registration under Rule 506 of the Securities Act of 1933, as amended (the
        “Securities Act”), or Section 4(2) of the Securities Act, as indicated. All
        purchasers of the issued securities represented to us that they acquired
        the
        shares for investment purposes only and all stock certificates contain
        appropriate restrictive legends. No underwriters or brokers or dealers were
        involved in connection with the sales of securities referred to in this
        section.
  In
        general, under Rule 144, a person who has beneficially owned shares privately
        acquired directly or indirectly from Trend or from one of Trend’s affiliates,
        for at least one year is entitled to sell, within any three-month period,
        a
        number of shares that do not exceed the greater of 1% of the then outstanding
        shares or the average weekly trading volume in Trend’s shares during the four
        calendar weeks immediately preceding such sale. Sales under Rule 144 are
        also
        subject to certain manner of sale provisions, notice requirements and the
        availability of current public information about us. A person who is not
        deemed
        to have been an affiliate at any time during the 90 days preceding a sale,
        and
        who has beneficially owned restricted shares for at least two years, is entitled
        to sell all such shares under Rule 144 without regard to the volume limitations,
        current public information requirements, manner of sale provisions or notice
        requirements.
  Between
        October and December 2002, Trend issued 5,250,000 shares of common stock
        for
        $275,000 cash and the conversion of $250,000 of loans made to the Company
        in
        July and August 2002 as discussed above. The purchases were made by a group
        of
        accredited investors in a private placement. In January 2003, Trend issued
        an
        additional 250,000 shares of common stock for $25,000 to one accredited investor
        in a private placement. Pursuant to the terms of the private placement, the
        Company agreed to file a one-time registration statement within 14 days of
        the
        completion of the offering, seeking registration of the shares sold for sale
        from time to time. The investors who purchased the shares in this offering
        represented to the Company that they had no current intention to re-sell
        their
        shares. The Company filed such registration statement, but subsequently withdrew
        the filing due to the substantial expense which would be entailed in rendering
        it effective. Because the Company was unable to render the registration
        statement effective, the Company issued 860,000 additional shares to the
        investors who purchased shares in this offering. Such shares were issued
        in
        September 2003. The Company has no further obligation to register the shares.
        The Company relied upon Rule 506 in connection with these
        issuances.
  In
        January 2003, we issued 450,000 restricted shares of Trend’s common stock to
        John P. Ryan in exchange for 18,334 shares of common stock of Cadence Resources
        Corporation and 35,000 shares of the common stock of Western Goldfields,
        Inc.
        The shares exchanged by Mr. Ryan had a market value of $93,000 at the time
        of
        the exchange. Mr. Ryan is a director and the chief financial officer of Trend
        and is also an officer of Cadence Resources Corporation and Western Goldfields,
        Inc. Trend subsequently sold the 18,334 shares of the common stock of Cadence
        Resources Corporation for $23,084.50 and the 35,000 shares of the common
        stock
        of Western Goldfields for $27,000. The Company relied on the exemption from
        registration under Rule 506 in connection with these issuances.
  In
        January 2003, Trend issued a total of 369,160 shares of common stock valued
        at
        $36,916 for loans and expenses payable. 169,160 of these shares was issued
        to
        Kurt Hoffman, former president of the Company and 200,000 shares to a director,
        for $9,500 of salary owed and $7,416 of expenses incurred on behalf of the
        Company, respectively. The Company relied on the exemption from registration
        found in Rule 506 in connection with these issuances.
  22
  In
        January 2003, Trend granted 35,000 shares of Trend’s common stock valued at
        $3,850 to Michael Sharratt, the Chairman of Trend’s board of directors, for
        consulting services. On the same date Trend also issued 37,500 shares to
        Mr.
        Ryan, in lieu of $3,000 salary and $700 of expenses incurred on behalf of
        the
        Company. The Company relied upon the exemption from registration found in
        Section 4(2) of the Securities Act of 1933, as amended (“Section 4(2)”) in
        connection with these issuances.
  During
        fiscal year 2003, Trend also issued an aggregate of 1,683,779 shares valued
        at
        $254,500 to Howard Schraub for consulting services rendered to us. In October
        2002, Trend issued 300,000 shares valued at $33,000 to Ron Nash for consulting
        services rendered. Also, in September 2003, Trend issued 25,000 shares of
        Trend’s common stock valued at $6,500 to Paul Lechler for consulting services
        rendered. The Company relied on the exemption from registration found in
        Rule
        506 in connection with each of these issuances.
  In
        September 2003, Trend issued an aggregate of 150,000 shares to John P. Ryan
        in
        lieu of $15,000 of salary owed. Also in September, 2003 Trend issued 600,656
        shares to Mr. Hoffman for past due salary owed of $60,066. The Company relied
        on
        the exemption from registration found in Section 4(2) in connection with
        these
        issuances.
  On
        September 15, 2003, pursuant to Trend’s 2000 Equity Incentive Plan, each of
        Trend’s six directors received a grant of 100,000 shares of Trend’s common
        stock, valued at $0.10 per share. The Company relied on an exemption from
        registration found in Section 4(2) in connection with these shares.
 On
          May
          28, 2004, pursuant to the Company’s 2000 Equity Incentive Plan, the board
          granted Ishuing Wu 500,000 options in recognition of his undertaking the
          role of
          chairman of the board. These options carry the right to purchase the Company’s
          common stock at $0.37 per share, all with a three year term from the date
          of
          vesting. On the same date the Company granted Thomas Loucks 500,000 options
          in
          recognition of his undertaking the role of president of the company. These
          options carry the right to purchase the Company’s common stock at $0.37 per
          share, all with a three year term from the date of vesting. The vesting
          schedule
          for each individual is as follows: 250,000 vested immediately, 50,000 vested
          on
          November 28, 2004, 100,000 vested on May 28, 2005 and 100,000 are scheduled
          to
          vest on May 28, 2006.
  On
        December 8, 2004 and January 27, 2005, Trend issued to five accredited investors
        notes in the aggregate principal amount of $1,450,000, convertible into
        4,833,336 shares of common stock and Class A Warrants and Class B Warrants
        to
        purchase shares of its common stock. If all of the Warrants are exercised,
        Trend
        will issue 4,350,000 shares of its common stock. The Class A warrants are
        exercisable for five years at an exercise price of $0.50 per share. The Class
        B
        Warrants are exercisable until the one hundred eightieth (180th) day following
        the effective date of the registration statement of which this prospectus
        is a
        part and may be exercised at a price of $0.25 per share. Trend paid a finders
        fee to Ghillie Finanz, AG in connection with the foregoing placement consisting
        of (i) $169,000, (ii) a Class A warrant to purchase 650,000 shares of Trend’s
        common stock, and (iii) a Class B Warrant to purchase 650,000 shares of Trend’s
        common stock. The Company relied on the exemption from registration found
        in
        Section 4(2) in connection with these issuances.
  In
        January 2005, pursuant to a joint venture agreement with Aurora, we issued
        50,000 shares of the Company’s common stock on commencement of the agreement.
        The Company relied on the exemption from registration found in Section 4(2)
        in
        connection with these issuances.
  On
        January 19, 2005, pursuant to Trend’s 2000 Equity Incentive Plan, each of
        Trend’s six directors received a grant of 100,000 shares of Trend’s common
        stock, valued at $0.28 per share, for board services rendered during fiscal
        2004. The Company relied on an exemption from registration found in Section
        4(2)
        in connection with these shares.
   23
  In
        June
        2005, Trend’s board granted one share of common stock for every $10 to be loaned
        to the Company by officers and/or directors. The loans bear interest at the
        rate
        of 10% per annum. In July and August, $660,000 was loaned to the Company
        by an
        officer and a director. Thus, 66,000 shares were granted pursuant to this
        Board
        action. In granting these shares, the Company relied on the exemption from
        registration found in Section 4(2) in connection. $360,000 of the $660,000
        loans
        were repaid as follows: $60,000 was repaid to Chairman Ishiung Wu on October
        24,
        2005, and $300,000 was repaid to President Thomas Loucks on January 3, 2006.
        $300,000 plus accrued interest remains outstanding.
  On
        July
        11, 2005, the board of directors granted options to Thomas Loucks and John
        Ryan
        to purchase shares of the Company’s common stock. Thomas Loucks received an
        option to purchase 750,000 shares of Common Stock with a purchase price of
        $0.30, exercisable for 3 years upon vesting. The vesting schedule is as follows:
        400,000 vested as of the date granted, 200,000 vest one year from the date
        of
        grant and 150,000 vest two years from the date of grant. John Ryan received
        an
        option to purchase 250,000 shares of Common Stock with a purchase price of
        $0.30, exercisable for 3 years, vesting immediately.
  On
        July
        23, 2005, Trend issued 31,358 shares of common stock to an accredited investor,
        as payment of interest on a promissory note outstanding.
  On
        July
        28, 2005, Trend issued to an accredited investor, notes in the aggregate
        principal amount of $350,000, convertible into 1,166,667 shares of common
        stock
        and Class A Warrants and Class B Warrants to purchase shares of its common
        stock. If all of the Warrants are exercised, Trend will issue 1,050,001 shares
        of its common stock. The Class A warrants are exercisable for five years
        at an
        exercise price of $0.50 per share. The Class B Warrants are exercisable until
        the one hundred eightieth (180th) day following the effective date of the
        registration statement of which this prospectus is a part and may be exercised
        at a price of $0.25 per share. Trend paid a finders fee to Ghillie Finanz,
        AG in
        connection with the foregoing placement consisting of (i) $45,500, (ii) a
        Class
        A warrant to purchase 175,001 shares of Trend’s common stock, and (iii) a Class
        B Warrant to purchase 175,001 shares of Trend’s common stock. The Company relied
        on the exemption from registration found in Section 4(2) in connection with
        these issuances.
  In
        September 2005, Trend’s board granted 75,000 shares to Lloyd Clark in accordance
        with the lease agreement for Cree Lake, Saskatchewan currently effective
        between
        Mr. Clark and Trend. In granting these shares, the Company relied on the
        exemption from registration found in Section 4(2) in connection.
  On
        September 1, 2005, Trend issued an aggregate of 295,482 shares of common
        stock,
        all to accredited investors, as payment of interest and principal on promissory
        notes outstanding.
  On
        October 1, 2005, Trend issued an aggregate of 307,274 shares of common stock,
        all to accredited investors, as payment of interest and principal on promissory
        notes outstanding.
  On
        November 1, 2005, Trend issued 40,873 shares of common stock to an
        accredited investor, as payment of interest and principal on promissory notes
        outstanding.
  On
        November 10, 2005, pursuant to Trend’s 2000 Equity Incentive Plan, each of
        Trend’s six directors received a grant of 100,000 shares of Trend’s common
        stock, valued at $0.15 per share, for board services rendered during fiscal
        2005. The Company relied on an exemption from registration found in Section
        4(2)
        in connection with these shares.
  On
        December 1, 2005, Trend issued 48,797 shares of
        common stock, to an accredited investor, as payment of interest and principal
        on
        promissory notes outstanding.
  24
  On
        November 10, 2005, the board also approved the issuance of 7,912 shares of
        common stock in lieu of cash compensation for $1,800 worth of consulting
        services rendered by a director.
  On
        August
        15, 2005, Trend’s board granted 23,108 shares to Stephen Zahoney in lieu of
        compensation of $5,650 for geological consulting services performed. These
        shares were transferred in reliance on the exemption from registration provided
        by Section 4(2) of the Securities Act of 1933.
  Each
        investor involved in the above financing transactions (other than shares
        issued
        for services) represented to us that they were an accredited investor.
  The
        Company entered into each of the transactions described for different purposes.
        As discussed above, 23,108 shares were issued to consultants in connection
        with
        specific services rendered, 66,000 shares were issued in connection with
        loans
        incurred on behalf of the Company, 600,000 shares were issued to Trend’s
        directors for their services, 75,000 shares were issued in connection with
        a
        lease agreement, 764,108 shares issued in fiscal year 2005.
  All
        shares issued in connection with the above described events were issued to
        existing stockholders or individuals or entities previously known to us or
        Mr.
        Schraub or Mr. Nash. Each investor involved in the above financing transactions
        (other than shares issued for services) represented to us that they were
        an
        accredited investor. At the time of each issuance, Trend was not aware of
        any
        such investor having any current intent to resell Trend’s stock.
  **ITEM
        6.**  **MANAGEMENT’S
        PLAN OF OPERATION**
  The
        Company is an early stage exploration company. Trend’s primary expenditures at
        this stage consist of payment of various governmental fees to maintain the
        priority of Trend’s unpatented mining claims, payment of Trend’s debt service,
        payment of accounting and legal fees, and general office expenses.
  Trend's
        losses for the year ended September 30, 2005 were $3,032,362 and for the
        year
        ended September 30, 2004 were $992,688. Trend's total loss since inception
        of
        the current exploration stage is $12,748,610, Trend’s loss for the year ended
        September 30, 2005 is primarily due to operating expenses in five categories:
        general and administrative expenses of $584,095; officers and directors
        compensation of $427,476; legal and professional fees of $219,397; and
        exploration expenses of $1,134,006. Trend's loss for fiscal year 2004 is
        primarily due to operating expenses in three categories: general and
        administrative expenses of $314,159; officer and director compensation of
        $273,794; and legal and professional fees of $268,101.
  Trend's
        primary, near term business objective is to raise sufficient capital to retain
        Trend's current mineral properties, to explore them and acquire additional
        projects, and to pay general and administrative expenses. On August 23, 2004,
        Trend made land payments and paid filing fees of about $76,000 to retain
        control
        of its Lake Owen, Wyoming property. Trend has spent $417,038 for
        the
        year ending September 30, 2005 to cover Trend's accounting and legal fees
        and
        general and administrative expenses, and $427,500 to cover
        its exploration programs for 2005. Trend estimates that approximately $1,000,000
        will be required to fund our operations for the next 12 months assuming minimal
        exploration activities and excluding the cost of acquisitions.
  On
        January 27, 2004, Trend executed a convertible debt financing agreement that
        has
        commitments for approximately $1.3 million. Of the total amount, $250,000
        was
        used to pay off a previous bridge loan financing received on December 8,
        2004.
        The financing was amended on July 28, 2005, for an additional commitment
        of
        $350,000. The offering, as amended, was funded by a group of institutional
        and
        accredited investors. The Company has since used the funds to settle trade
        accounts payable of approximately $250,000 and utilized the balance of the
        proceeds to pay its overhead, fund land payments, to fund exploration work
        on
        its mineral projects in North America and fund the initial down payment of
        the
        Andacollo, Chile acquisition. Trend will hold sufficient capital to continue
        current operations through fiscal 2005. Trend believes that it now has capital
        and quality of projects to become more active in its exploration and is seeking
        additional capital to extend its operations into and through 2006.
  25
  In
        March
        2005, Trend received $150,000 in a convertible debt financing on the same
        terms
        as the January 27, 2005 convertible debt financing agreement from an accredited
        investor. On July 28, 2005, Trend received an additional $350,000 in an
        amendment to the January 27, 2005 convertible debt financing. Trend plans
        to use
        these funds to pay its overhead, fund land payments, and to fund exploration
        work on its mineral projects in North America.
  In
        June
        2005, the Company received $660,000 in a debt financing from two accredited
        investors. As part of the financing, the Company issued one share of common
        stock for every $10 financed, 66,000 shares of common stock in all. The funds
        from this financing were used to acquire the Andacollo, Chile project. As
        of
        September 30, 2005, $600,000 of these loans are still outstanding.
  The
        completion of further equity or debt financings depends on Trend’s ability to
        find suitable investors and will also depend on the agreement of the investors
        in the January 27, 2005 financing to accept the terms and agree to any new
        financing.
  On
        September 20, 2005, the Company sold 9,083,143
        ordinary shares, representing a 70% interest, of DMC Cayman Inc., a Cayman
        Island company, to David H. Russell, an accredited investor, for a purchase
        price of $2,100,000. Subsequently, on December 5, 2005, the Company sold
        its
        remaining 3,892,776 ordinary shares of DMC Cayman Inc., representing a 30%
        interest, to David H. Russell in return for reimbursement
        of all of Trend's acquisition costs related to purchase of the 3,892,776
        ordinary shares as
        well
        as Trend's diligence costs and out of pocket expenses, plus a 1% net smelter
        returns royalty on any and all mineral production from the mine, and a back-in
        right to reacquire the 30% interest any time through April 1, 2006. The royalty
        should commence paying Trend one percent of revenues from the mine at some
        point
        during the 2nd or 3rd quarter of 2006.
  The
        Company has substantial operational commitments to fund in order to maintain
        Trend's land holdings. This includes work commitments or a fee of $C237,504
        ($US204,000) on Trend's claims at Peter Lake to keep these claims in good
        standing, although no additional work or fees are required to be spent at
        Peter
        Lake during 2006. Approximately $77,000 in combined annual BLM fees and Albany
        County filing fees is needed for the Company to maintain Lake Owen. For
        Stillwater Montana, the total fees and taxes owed is approximately $8,900
        because the leased property at Stillwater is comprised of patented mining
        claims. Moreover, the Company has a work commitment of $400,000 on the
        Stillwater property, in accordance with a joint venture agreement with Aurora.
        Trend’s claims to Cree Lake in the Diabase Peninsula carries a minimum work
        commitment of $C20,172 ($US17,350) per year that Trend paid in stock in
        September 2005. Terms of the Diabase Peninsula lease require that, in addition
        to the work commitment or government fee, Trend is to make property payments
        to
        the owner of $C15,000, $C20,000, and $C30,000 in each of the first three
        years,
        respectively, beginning September 2004. However, under terms of the farm-in
        agreement under which Nuinsco can earn an interest in Trend’s arrangement,
        Nuinsco will pay Trend 250,000 shares of freely trading Nuinsco stock, currently
        valued at $C.22/share or $C55,000, to offset these leasehold costs.
  26
  The
        Company will continue to incur costs and expenses relating to accounting
        and
        legal services in connection with Trend’s obligations as a public company,
        raising additional capital, and other general corporate matters.
  Trend’s
        trade payables which are due as of September 30, 2005, total
        $386,435.
  Beginning
        in November 2000 and through June 2002, Trend borrowed funds principally
        from
        Trend's major shareholder, Thomas Kaplan, and his affiliates (the “Kaplan
        Group”), to fund the minimum activities of the Company. As of September 30,
        2005, we have debts owed of approximately:
  ·
              $670,000
                  to Electrum LLC, Trend's largest stockholder and a company owned
                  by Mr.
                  Kaplan;
  ·
              $233,000
                  to LCM Holdings, LDC, a large shareholder of Trend common stock
                  and an
                  affiliate of Mr. Kaplan; and
  ·
              $130,000
                  to two individuals introduced to us by Mr.
                  Kaplan.
  For
        each
        dollar borrowed from the people and entities described in this paragraph,
        we
        have issued a warrant to purchase a share of Trend's common stock. In total,
        we
        borrowed $1,032,857 from Mr. Kaplan and entities or his affiliates. This
        amount
        bears interest at the rate of 8% per annum.
  Pursuant
        to an amendment to the above loan agreements made as of January 30, 2003,
        we
        agreed to adjust the conversion terms of the loans and warrants described
        in the
        paragraph immediately preceding this one. As a result of this agreement,
        the
        loans became convertible into "units" at $0.50 per unit. Each unit is comprised
        of one share of common stock and one warrant to acquire one share of common
        stock for $1.00, exercisable through September 30, 2006. In connection with
        the
        agreement, we also changed the exercise price of the warrants issued for
        each
        dollar borrowed to purchase Trend's common stock from $1.50 to $1.00 per
        share
        and extended their respective terms by one year.
  On
        February 12, 2004, the Company and Electrum and LCM Holdings reached an
        agreement to adjust both the conversion terms on approximately $902,000 worth
        of
        debt outstanding to the lenders and the exercise prices and terms of related
        warrants. Electrum and LCM Holdings can now convert each $1.25 of loans into
        a
        unit consisting of one share of common stock and one warrant. The warrant
        is
        exercisable for a period of five years from the date of conversion and is
        exercisable at a price of $1.50. Additionally, terms of existing outstanding
        warrants were modified. Such modifications generally increased the exercise
        price and shortened the expiration dates.
  The
        terms
        of all loans from the Kaplan Group provide that they are due and payable
        immediately upon the completion of a private placement of shares of Trend's
        stock in the minimum amount of $1,000,000. It is assumed by the officers
        of
        Trend that the Kaplan Group could demand repayment of the notes outstanding
        if
        the conditions calling for such repayment were deemed to have been met. The
        Company’s private placement completed in January 2005 of $1,300,000 in
        convertible promissory notes triggers the Kaplan Group’s right to demand
        immediate payment of all loans made to the Company.
  Because
        the Company does not anticipate earning revenues from mining operations in
        the
        immediate future, Trend must seek additional financing from the public or
        private debt or equity markets to continue to protect the Company’s properties
        and to continue exploring and acquiring additional projects. There can be
        no
        assurance that Electrum, LCM Holdings, or others will continue to advance
        funds
        to Trend or that Trend's efforts to obtain additional financing will be
        successful. Further, there can be no assurance that additional financing
        will be
        available on terms acceptable to the Company.
  On
        June
        21, 2005, Trend and Pacific Rim Mining Corporation, a Canadian based company
        (“Pacific Rim”) entered into an option agreement to acquire the Andacollo gold
        mine in Chile. The Company signed a Letter of Intent to acquire the corporate
        subsidiaries that own the mine and the mine itself. Upon signing the Letter
        of
        Intent, the Company paid Pacific Rim $300,000 of the $5,400,000 total purchase
        price, which must be paid in cash. Since the transaction did not close within
        30
        days of signing the Letter of Intent, as contemplated therein, the Company
        paid
        an additional $300,000 to extend the option purchase period. On September
        20,
        2005 Trend sold 70% of its interests in the Andacollo gold mine to an investor,
        David H. Russell, for a purchase price of $2,100,000. On December 5, 2005,
        Trend
        sold its remaining 30% interest in return for reimbursement of all of Trend's
        acquisition costs related to purchase of the 30% interest as well as Trend's
        diligence costs and out of pocket expenses, plus a 1% net smelter returns
        royalty on any and all mineral production from the mine, and a back-in right
        to
        reacquire the 30% interest any time through April 1, 2006. The royalty should
        commence paying Trend one percent of revenues from the mine at some point
        during
        the 2nd or 3rd quarter of 2006.
  27
  Trend’s
        primary, near term business objective is to raise sufficient capital to retain
        the Company’s current mineral properties, to explore them and acquire additional
        projects, and to pay Trend’s general and administrative expenses. As reflected
        in our accompanying financial statements, we have limited cash, negative
        working
        capital, no revenues and an accumulated deficit of 13,307,114. These factors
        indicate that we may be unable to continue in existence in the absence of
        receiving additional funding. In addition to our operating expenses average
        approximately $40,000 per month, which cover Trend’s accounting and legal fees
        and general and administrative expenses, the Company may also enter into
        payment
        arrangement plans with creditors which could add between $50,000 and $60,000
        per
        month to this monthly budget figure. In that case, the Company’s monthly budget
        would rise to between $90,000 and $100,000 per month. Moreover, management’s
        plans for the next twelve months include approximately $600,000 of cash
        expenditures for exploration activity on the Lake Owen, Peter Lake and new
        Stillwater properties. To fund its operations, we are actively seeking
        additional capital. We
        believe that we will generate sufficient cash from a public or private debt
        or
        equity financing in order for the Company to continue to operate based on
        current expense projections. Nevertheless, we are unable to provide assurances
        that it will be successful in obtaining sufficient sources of capital. If
        we
        fail to raise the necessary funds to continue operations we might be required
        to
        significantly reduce the scope or completely cease our operations.
  In
        January 2005, we entered into a joint venture agreement with Aurora. The
        agreement provides, that Trend will explore for platinum group metals on
        portions of an Aurora claim known as the “Stillwater intrusive complex in
        Montana.” We will be the operator during the exploration stage and will acquire
        50% in the project by spending $2 million over next 5 years ($100,000 in
        year 1;
        $400,000 in year 2; and $500,000 in each of years 3, 4 and 5). Additionally,
        we
        issued 50,000 shares of our common stock on commencement of the agreement;
        we
        will issue 20,000 shares and pay $20,000 in cash in the first year; and pay
        $20,000 in cash or stock each year thereafter until we have spent the agreed
        upon sum of $2 million, at which time an equally-owned joint venture will
        be
        formed.
  In
        September 2004, we entered into a program to explore for uranium in Saskatchewan
        by acquiring exploration rights in the Cree Lake area of the Athabasca Basin.
        The Athabasca Basin hosts uranium deposits that are among the highest grade
        in
        the world, and is the site for intensive uranium exploration activity. In
        December 2004, Trend announced that it had acquired additional lands located
        farther to the southwest along the same mineralized trend. Trend also announced
        in December 2004 that Nuinsco Resources Limited entered into an agreement
        with
        Trend pursuant to which Nuinsco could acquire up to 50% in Trend's interests
        by
        spending $C1 million over three years and taking over the day to day management
        of the exploration of these claims. We are obligated to make property payments
        to the owner of the property of $C15,000, $C20,000, and $C30,000 in each
        of the
        first three years, respectively (and Nuinsco will pay Trend 250,000 shares
        of
        freely trading Nuinsco stock, currently valued at $C.27/share or $C67,500,
        to
        offset this cost). We (and partner Nuinsco if Nuinsco vests its interest)
        may
        exercise our right to purchase the claims for $CDN 1 million any time during
        the
        first eight years of the option, at which time the property remains subject
        to a
        3% gross royalty on any and all minerals produced. Under the terms of the
        agreement with Nuinsco, should Nuinsco acquire its 50% interest, Nuinsco
        will
        become obligated to maintain the lease. In the meantime, Nuinsco has agreed
        to
        pay us 250,000 shares of Nuinsco common stock to offset the cost of Trend's
        making the three annual payments to the underlying landowner.
  28
  **Off-Balance
        Sheet Arrangements**
  None.
  **Recent
        Accounting Pronouncements**
  In
          May
          2005, the Financial Accounting Standards Board issued Statement of Financial
          Accounting Standards No. 154, “Accounting Changes and Error Corrections,”
(hereinafter “SFAS No. 154”) which replaces Accounting Principles Board Opinion
          No. 20, “Accounting Changes,” and SFAS No. 3, “Reporting Accounting Changes in
          Interim Financial Statements - An Amendment of APB Opinion No. 28.” SFAS No. 154
          provides guidance on accounting for and reporting changes in accounting
          principle and error corrections. SFAS No. 154 requires that changes in
          accounting principle be applied retrospectively to prior period financial
          statements and is effective for fiscal years beginning after December 15,
          2005.
          Management does not expect SFAS No. 154 to have a material impact on the
          Company’s financial position, results of operations, or cash flows.
 
 In
          December 2004, the Financial Accounting Standards Board issued Statement
          of
          Financial Accounting Standards No.153, “Exchanges of Nonmonetary Assets - an
          Amendment of APB Opinion No. 29,” (hereinafter “SFAS No. 153”). This statement
          eliminates the exception to fair value for exchanges of similar productive
          assets and replaces it with a general exception for exchange transactions
          that
          do not have commercial substance, defined as transactions that are not
          expected
          to result in significant changes in the cash flows of the reporting entity.
          This
          statement is effective for financial statements for fiscal years beginning
          after
          June 15, 2005. Management believes the adoption of this statement will
          have no
          impact on the Company’s financial condition or results of
          operations.
 
 In
          December 2004, the Financial Accounting Standards Board issued Statement
          of
          Financial Accounting Standards No. 152, “Accounting for Real Estate Time-Sharing
          Transactions - an amendment of FASB Statements No. 66 and 67” (hereinafter “SFAS
          No. 152”), which amends FASB Statement No. 66, “Accounting for Sales of Real
          Estate,” to reference the financial accounting and reporting guidance for real
          estate time-sharing transactions that is provided in AICPA Statement of
          Position
          04-2, “Accounting for Real Estate Time-Sharing Transactions”(hereinafter “SOP
          04-2”). This statement also amends FASB Statement No. 67, “Accounting for Costs
          and Initial Rental Operations of Real Estate Projects,” to state that the
          guidance for (a) incidental operations and (b) costs incurred to sell real
          estate projects does not apply to real estate time-sharing transactions.
          The
          accounting for those operations and costs is subject to the guidance in
          SOP
          04-2. This statement is effective for financial statements for fiscal years
          beginning after June 15, 2005. Management believes the adoption of this
          statement will have no impact on the Company’s financial condition or results of
          operations.
 
 In
          November 2004, the Financial Accounting Standards Board (FASB) issued
          SFAS No. 151, “ Inventory
          Costs— an amendment of ARB No. 43, Chapter 4.” This
          Statement amends the guidance in ARB No. 43, Chapter 4, “Inventory
          Pricing,” to clarify the accounting for abnormal amounts of idle facility
          expense, freight, handling costs, and wasted material (spoilage).
          Paragraph 5 of ARB 43, Chapter 4, previously stated that “. . . under
          some circumstances, items such as idle facility expense, excessive spoilage,
          double freight, and rehandling costs may be so abnormal as to require treatment
          as current period charges. . . .” This Statement requires that those items be
          recognized as current-period charges regardless of whether they meet the
          criterion of “so abnormal.” In addition, this Statement requires that allocation
          of fixed production overheads to the costs of conversion be based on the
          normal
          capacity of the production facilities. This statement is effective for
          inventory
          costs incurred during fiscal years beginning after June 15, 2005.
          Management does not believe the adoption of this Statement will have a
          material
          impact on the Company as the Company does not anticipate maintaining
          inventory.
  In
          December 2004, the Financial Accounting Standards Board issued a revision
          to
          Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based
          Payments” (hereinafter “SFAS No. 123 (R)”). This statement replaces FASB
          Statement No. 123, “Accounting for Stock-Based Compensation,” and supersedes APB
          Opinion No. 25, “Accounting for Stock Issued to Employees.” SFAS No. 123 (R)
          establishes standards for the accounting for share-based payment transactions
          in
          which an entity exchanges its equity instruments for goods or services.
          It also
          addresses transactions in which an entity incurs liabilities in exchange
          for
          goods or services that are based on the fair value of the entity’s equity
          instruments or that may be settled by the issuance of those equity instruments.
          This statement covers a wide range of share-based compensation arrangements
          including share options, restricted share plans, performance-based award,
          share
          appreciation rights and employee share purchase plans. SFAS No. 123 (R)
          requires
          a public entity to measure the cost of employee services received in exchange
          for an award of equity instruments based on the fair value of the award
          on the
          grant date ( with limited exceptions). That cost will be recognized in
          the
          entity’s financial statements over the period during which the employee is
          required to provide services in exchange for the award. The Company currently
          reports stock issued to employees under the rules of SFAS No. 123 therefore
          management expects no material impact to its financial statements from
          the
          adoption of this statement.
 29
  **ITEM
          7.**  **FINANCIAL
          STATEMENTS**
 **TREND
            MINING COMPANY**
 **(AN
            EXPLORATION STAGE COMPANY)**
 **FINANCIAL
            STATEMENTS SEPTEMBER 30, 2005**
 REPORT
                        OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                    
                    
                    31FINANCIAL
                        STATEMENTSBalance
                        Sheets
                    
                    
                    32Statements
                        of Operations and Comprehensive Loss
                    
                    
                    33Statement
                        of Stockholders’ Equity (Deficit)
                    
                    
                    34Statements
                        of Cash Flows
                    
                    
                    39Notes
                        to the Financial Statements
                    
                    
                    41
  30
  Board
              of
              Directors
 Trend
              Mining Company
 Littleton,
              Colorado
 
 **REPORT
              OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 
 We
              have
              audited the accompanying balance sheets of Trend Mining Company (an
              exploration
              stage company)  as
              of
              September 30, 2005 and 2004, and the related statements of operations,
              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, 2005. 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 the standards of the Public
              Company
              Accounting Oversight Board (United States). Those standards require
              that we plan
              and perform the audit 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, 2005 and 2004 and the results of its operations, 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, 2005 , in
              conformity with accounting principles generally accepted in the United
              States of
              America.
 
 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 and stockholders deficit
              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.
 
 /s/
                Williams & Webster, P.S.
 
 Williams
              & Webster, P.S.
 *Certified
              Public Accountants*
 Spokane,
              Washington
 January
              12, 2005
   31
    **TREND
                        MINING COMPANY****(An
                        Exploration Stage Company)****BALANCE
                        SHEETS**September
                        30,
                    
                    September
                        30,2005
                    
                    2004**ASSETS**CURRENT
                        ASSETSCash
                    
                    $
                    64,391
                    
                    $
                    8,313Accounts
                        receivable
                    
                    
                    165,476Prepaid
                        expenses
                    
                    
                    13,494
                    
                    
                    2,948Total
                        Current Assets
                    
                    
                    243,361
                    
                    
                    11,261MINERAL
                        PROPERTIES
                    
                    
                    —
                    
                    
                    —PROPERTY
                        AND EQUIPMENT, net of depreciation
                    
                    
                    12,159
                    
                    
                    6,631OTHER
                        ASSETSReclamation
                        bond
                    
                    
                    6,500
                    
                    
                    —**TOTAL
                        ASSETS**
                    
                    $
                    262,020
                    
                    $
                    17,892**LIABILITIES
                        AND STOCKHOLDERS' DEFICIT**CURRENT
                        LIABILITIESAccounts
                        payable, related parties
                    
                    $
                    386,435
                    
                    $
                    205,686Accounts
                        payable
                    
                    
                    15,000
                    
                    
                    —Accrued
                        expenses
                    
                    
                    76,082
                    
                    
                    75,780Interest
                        payable
                    
                    
                    224,067
                    
                    
                    125,561Notes
                        payable to related parties
                    
                    
                    1,692,857
                    
                    
                    1,032,857Current
                        portion of long term convertible debt
                    
                    
                    266,904
                    
                    
                    —TOTAL
                        CURRENT LIABILITIES
                    
                    
                    2,602,823
                    
                    
                    1,439,884LONG-TERM
                        CONVERTIBLE DEBT, net of current portion
                    
                    
                    333,171
                    
                    
                    —COMMITMENTS
                        AND CONTINGENCIES
                    
                    
                    —
                    
                    
                    —STOCKHOLDERS'
                        DEFICITPreferred
                        stock, $0.01 par value, 20,000,000 sharesauthorized;
                        no shares issued and outstanding
                    
                    
                    —
                    
                    
                    —Common
                        stock, $0.01 par value, 100,000,000shares
                        authorized; 37,275,942 and35,967,715
                        shares issued and outstanding, respectively
                    
                    
                    372,759
                    
                    
                    359,677Additional
                        paid-in capital
                    
                    
                    8,004,292
                    
                    
                    7,518,815Stock
                        options and warrants
                    
                    
                    1,762,647
                    
                    
                    974,268Beneficial
                        conversion rights
                    
                    
                    434,920Accumulated
                        deficit prior to exploration stage
                    
                    
                    (558,504
                    )
                    
                    (558,504
                    )Accumulated
                        deficit during exploration stage
                    
                    
                    (12,748,610
                    )
                    
                    (9,716,248
                    )TOTAL
                        STOCKHOLDERS' DEFICIT
                    
                    
                    (2,732,496
                    )
                    
                    (1,421,992
                    )**TOTAL
                        LIABILITIES AND****STOCKHOLDERS'
                        DEFICIT**
                    
                    $
                    262,020
                    
                    $
                    17,892
  The
              accompanying notes are an integral part of these financial
              statements.
 32
  **TREND
                        MINING COMPANY****(An
                        Exploration Stage Company)****STATEMENTS
                        OF OPERATIONS AND COMPREHENSIVE
                        LOSS**
 
 Period
                        fromOctober
                        1, 1996(Inception
                        ofExploration
                        Stage)Year
                        Ended
                    
                    Year
                        Ended
                    
                    toSeptember
                        30,
                    
                    September
                        30,
                    
                    September
                        30,2005
                    
                    2004
                    
                    2005REVENUES
                    
                    $
                    —
                    
                    $
                    —
                    
                    $
                    —EXPENSESExploration
                        expense
                    
                    
                    1,134,006
                    
                    
                    19,809
                    
                    
                    4,062,881General
                        and administrative
                    
                    
                    584,096
                    
                    
                    314,159
                    
                    
                    3,162,244Officers
                        and directors compensation
                    
                    
                    427,476
                    
                    
                    273,794
                    
                    
                    2,086,666Legal
                        and professional
                    
                    
                    219,397
                    
                    
                    268,101
                    
                    
                    1,625,276Depreciation
                    
                    
                    3,628
                    
                    
                    2,900
                    
                    
                    55,504Total
                        Expenses
                    
                    
                    2,368,602
                    
                    
                    878,763
                    
                    
                    10,922,570OPERATING
                        LOSS
                    
                    
                    (2,368,602
                    )
                    
                    (878,763
                    )
                    
                    (10,922,570
                    )OTHER
                        INCOME (EXPENSE)Dividend
                        and interest income
                    
                    
                    5,928
                    
                    
                    —
                    
                    
                    12,326Settlement
                        expense
                    
                    
                    (26,250
                    )
                    
                    —
                    
                    
                    (26,250
                    )Gain
                        (loss) on disposition and impairment of assets
                    
                    
                    2,500
                    
                    
                    —
                    
                    
                    (175,019
                    )Gain
                        on sale of mining interest
                    
                    
                    69,816
                    
                    
                    
                    
                    
                    69,816Gain
                        (loss) on investment sales
                    
                    
                    —
                    
                    
                    (40,733
                    )
                    
                    (63,813
                    )Financing
                        expense
                    
                    
                    (202,247
                    )
                    
                    —
                    
                    
                    (1,337,360
                    )Interest
                        expense
                    
                    
                    (570,395
                    )
                    
                    (92,322
                    )
                    
                    (886,531
                    )Exchange
                        gain (loss)
                    
                    
                    (6,015
                    )
                    
                    —
                    
                    
                    (6,015
                    )Other
                        income
                    
                    
                    88
                    
                    
                    16,412
                    
                    
                    26,845Forgiveness
                        of debt
                    
                    
                    62,815
                    
                    
                    2,718
                    
                    
                    629,961Total
                        Other Income (Expense)
                    
                    
                    (663,760
                    )
                    
                    (113,925
                    )
                    
                    (1,756,040
                    )LOSS
                        BEFORE INCOME TAXES
                    
                    
                    (3,032,362
                    )
                    
                    (992,688
                    )
                    
                    (12,748,610
                    )INCOME
                        TAXES
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —NET
                        LOSS
                    
                    
                    (3,032,362
                    )
                    
                    (992,688
                    )
                    
                    (12,748,610
                    )OTHER
                        COMPREHENSIVE INCOME (LOSS)Change
                        in market value of investments
                    
                    
                    —
                    
                    
                    (1,800
                    )
                    
                    —NET
                        COMPREHENSIVE LOSS
                    
                    $
                    (3,032,362
                    )
                    $
                    (994,488
                    )
                    $
                    (12,748,610
                    )BASIC
                        AND DILUTED NET LOSS PER SHARE
                    
                    $
                    (0.08
                    )
                    $
                    (0.03
                    )WEIGHTED
                        AVERAGE NUMBER OFCOMMON
                        SHARES OUTSTANDING
                    
                    
                    36,331,354
                    
                    
                    34,187,607
  The
            accompanying notes are an integral part of these
            financial statements.
 33
 
 **TREND
                      MINING COMPANY****(An
                      Exploration Stage Company)****STATEMENT
                      OF STOCKHOLDERS' EQUITY (DEFICIT)**
  Common
                      Stock
                  
                  Additional
                  
                  Stock
                  
                  
                  
                  OtherNumber
                  
                  
                  
                  Paid-in
                  
                  Options
                      and
                  
                  Accumulated
                  
                  Comprehensiveof
                      Shares
                  
                  Amount
                  
                  Capital
                  
                  Warrants
                  
                  Deficit
                  
                  Income
                      (Loss)
                  
                  TotalBalance,
                      October 1, 1996
                  
                  
                  1,754,242
                  
                  $
                  17,542
                  
                  $
                  663,218
                  
                  $
                  —
                  
                  $
                  (558,504
                  )
                  $
                  —
                  
                  $
                  122,256Common
                      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 $0.50per
                      share
                  
                  
                  45,511
                  
                  
                  455
                  
                  
                  22,301
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  22,756Net
                      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
                  )
                  
                  —
                  
                  
                  116,398Issuance
                      of common stock 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
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  4,500Issuance
                      of stock options for financing activities
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  2,659
                  
                  
                  —
                  
                  
                  —
                  
                  
                  2,659Net
                      loss for the year ended September 30, 1998
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  (119,163
                  )
                  
                  —
                  
                  
                  (119,163
                  )Change
                      in market value of investments
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  117,080
                  
                  
                  117,080Balance,
                      September 30, 1998
                  
                  
                  2,258,253
                  
                  
                  22,582
                  
                  
                  907,934
                  
                  
                  2,659
                  
                  
                  (806,281
                  )
                  
                  117,080
                  
                  
                  243,974Common
                      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 at $0.13 per share
                  
                  
                  715,996
                  
                  
                  7,160
                  
                  
                  82,470
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  89,630-
                      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
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  180,000Net
                      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
                  
                  $
                  1,452,007
                  
                  $
                  2,659
                  
                  $
                  (1,523,040
                  )
                  $
                  37,901
                  
                  $
                  22,982
  The
            accompanying notes are an integral part of these
            financial statements.
 34
  **TREND
                      MINING COMPANY****(An
                      Exploration Stage Company)****STATEMENT
                      OF STOCKHOLDERS' EQUITY
                      (DEFICIT)**
  Common
                          Stock
                      
                      Additional
                      
                      Stock
                      
                      
                      
                      OtherNumber
                      
                      
                      
                      Paid-in
                      
                      Options
                          and
                      
                      Accumulated
                      
                      Comprehensiveof
                          Shares
                      
                      Amount
                      
                      Capital
                      
                      Warrants
                      
                      Deficit
                      
                      Income
                          (Loss)
                      
                      TotalBalance,
                          September 30, 1999
                      
                      
                      5,345,511
                      
                      $
                      53,454
                      
                      $
                      1,452,007
                      
                      $
                      2,659
                      
                      $
                      (1,523,040
                      )
                      $
                      37,901
                      
                      $
                      22,982Common
                          stock and option issuances as follows:-
                          for employee, officer and directorcompensation
                          at an average of$0.61
                          per share
                      
                      
                      231,361
                      
                      
                      2,314
                      
                      
                      140,446
                      
                      
                      15,820
                      
                      
                      —
                      
                      
                      —
                      
                      
                      158,580-
                          for officers' and directors' compensationat
                          an average of $1.19 per share
                      
                      
                      11,500
                      
                      
                      115
                      
                      
                      13,615
                      
                      
                      —
                      
                      
                      —
                      
                      
                      —
                      
                      
                      13,730-
                          for services at an average of $0.47 per share
                      
                      
                      530,177
                      
                      
                      5,302
                      
                      
                      246,333
                      
                      
                      —
                      
                      
                      —
                      
                      
                      —
                      
                      
                      251,635-
                          for mineral property at $0.89 per share
                      
                      
                      1,000,000
                      
                      
                      1,000
                      
                      
                      88,000
                      
                      
                      —
                      
                      
                      —
                      
                      
                      —
                      
                      
                      89,000-
                          for investments at $0.33 per share
                      
                      
                      200,000
                      
                      
                      2,000
                      
                      
                      64,000
                      
                      
                      —
                      
                      
                      —
                      
                      
                      —
                      
                      
                      66,000-
                          for cash at $0.08 per share
                      
                      
                      456,247
                      
                      
                      4,562
                      
                      
                      28,969
                      
                      
                      —
                      
                      
                      —
                      
                      
                      —
                      
                      
                      33,531-
                          for cash, options and warrants
                      
                      
                      100,000
                      
                      
                      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 acquisitioncosts
                          at $0.13 per share
                      
                      
                      129,938
                      
                      
                      1,299
                      
                      
                      14,943
                      
                      
                      —
                      
                      
                      —
                      
                      
                      —
                      
                      
                      16,242-
                          for modification of stockholder agreementat
                          $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
                      )
                      
                      —
                      
                      
                      —
                      
                      
                      1,165,120Cash
                          received for the issuance of common stockwarrants
                          for 7,979,761 shares of stock
                      
                      
                      —
                      
                      
                      —
                      
                      
                      —
                      
                      
                      10,000
                      
                      
                      —
                      
                      
                      —
                      
                      
                      10,000Miscellaneous
                          common stock adjustments
                      
                      
                      (5
                      )
                      
                      —
                      
                      
                      —
                      
                      
                      —
                      
                      
                      —
                      
                      
                      —
                      
                      
                      —Net
                          loss for the year ended September 30, 2000
                      
                      
                      —
                      
                      
                      —
                      
                      
                      —
                      
                      
                      —
                      
                      
                      (2,186,541
                      )
                      
                      —
                      
                      
                      (2,186,541
                      )Other
                          comprehensive income (loss)
                      
                      
                      —
                      
                      
                      —
                      
                      
                      —
                      
                      
                      —
                      
                      
                      —
                      
                      
                      (38,314
                      )
                      
                      (38,314
                      )Balance,
                          September 30, 2000
                      
                      
                      18,232,776
                      
                      $
                      182,327
                      
                      $
                      3,296,896
                      
                      $
                      118,920
                      
                      $
                      (3,709,581
                      )
                      $
                      (413
                      )
                      $
                      (111,850
                      )
 
 The
            accompanying notes are an integral part of these
            financial statements.
 35
  **TREND
                        MINING COMPANY****(An
                        Exploration Stage Company)****STATEMENT
                        OF STOCKHOLDERS' EQUITY (DEFICIT) (continued)**
 Common
                        Stock
                    
                    Additional
                    
                    Stock
                    
                    
                    
                    OtherNumber
                    
                    
                    
                    Paid-in
                    
                    Options
                        and
                    
                    Accumulated
                    
                    Comprehensiveof
                        Shares
                    
                    Amount
                    
                    Capital
                    
                    Warrants
                    
                    Deficit
                    
                    Income
                        (Loss)
                    
                    Total
 Balance,
                        September 30, 2000
                    
                    
                    18,323,776
                    
                    $
                    182,327
                    
                    $
                    3,296,896
                    
                    $
                    118,920
                    
                    $
                    (3,709,581
                    )
                    $
                    (413
                    )
                    $
                    (111,850
                    )Common
                        stock and option issuances as follows:-
                        for cash of $1.00 per share
                    
                    
                    192,000
                    
                    
                    1,920
                    
                    
                    190,080
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    192,000-
                        for cash and consulting services fromoptions
                        for $0.39 per share
                    
                    
                    33,333
                    
                    
                    333
                    
                    
                    12,737
                    
                    
                    (3,070
                    )
                    
                    —
                    
                    
                    —
                    
                    
                    10,000-
                        for services at an average of $0.92 per share
                    
                    
                    13,700
                    
                    
                    137
                    
                    
                    12,463
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    12,600-
                        for officer and employee compensation at$1.13
                        per share
                    
                    
                    5,200
                    
                    
                    52
                    
                    
                    5,828
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    5,880-
                        for payment of accrued officer's compensationat
                        $1.35 per share
                    
                    
                    10,000
                    
                    
                    100
                    
                    
                    13,400
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    13,500-
                        for consulting services at an ave of $0.77 per share
                    
                    
                    45,461
                    
                    
                    455
                    
                    
                    34,247
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    34,702-
                        for directors' compensation at $0.85 per share
                    
                    
                    75,000
                    
                    
                    750
                    
                    
                    63,000
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    63,750-
                        for modification of contract at $0.78 per share
                    
                    
                    3,000
                    
                    
                    30
                    
                    
                    2,310
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    2,340-
                        for interest payment on contractat
                        an average of $0.80 per share
                    
                    
                    10,000
                    
                    
                    100
                    
                    
                    7,900
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    8,000-
                        for mineral property expenses at $0.85 per share
                    
                    
                    1,000
                    
                    
                    10
                    
                    
                    840
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    850-
                        for debt at $1.00 per share
                    
                    
                    134,500
                    
                    
                    1,345
                    
                    
                    133,155
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    134,500Options
                        issued to officers, directors and employees for services
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    354,000
                    
                    
                    —
                    
                    
                    —
                    
                    
                    354,000Warrants
                        issued as follows:-
                        for consulting services
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    170,521
                    
                    
                    —
                    
                    
                    —
                    
                    
                    170,521-
                        for loan agreements
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    141,547
                    
                    
                    —
                    
                    
                    —
                    
                    
                    141,547-
                        for extension of exercise periodon
                        outstanding warrants
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    608,058
                    
                    
                    —
                    
                    
                    —
                    
                    
                    608,058Net
                        loss for the year ended September 30, 2001
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    (3,437,354
                    )
                    
                    —
                    
                    
                    (3,437,354
                    )Other
                        comprehensive income
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    413
                    
                    
                    413Balance,
                        September 30, 2001
                    
                    
                    18,755,970
                    
                    $
                    187,559
                    
                    $
                    3,772,856
                    
                    $
                    1,389,976
                    
                    $
                    (7,146,935
                    )
                    $
                    —
                    
                    $
                    (1,796,543
                    )
  The
              accompanying notes are an integral part of these
              financial statements.
 36
 **TREND
                        MINING COMPANY****(An
                        Exploration Stage Company)****STATEMENT
                        OF STOCKHOLDERS' EQUITY (DEFICIT)
                        (continued)**
  Common
                        Stock
                    
                    Additional
                    
                    Stock
                    
                    
                    
                    OtherNumber
                    
                    
                    
                    Paid-in
                    
                    Options
                        and
                    
                    Accumulated
                    
                    Comprehensiveof
                        Shares
                    
                    Amount
                    
                    Capital
                    
                    Warrants
                    
                    Deficit
                    
                    Income
                        (Loss)
                    
                    Total
 Balance,
                        September 30, 2001
                    
                    
                    18,755,970
                    
                    $
                    187,559
                    
                    $
                    3,772,856
                    
                    $
                    1,389,976
                    
                    $
                    (7,146,935
                    )
                    $
                    —
                    
                    $
                    (1,796,543
                    )Common
                        stock issuances as follows:-
                        for cash at $0.10 per share
                    
                    
                    2,500,000
                    
                    
                    25,000
                    
                    
                    225,000
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    250,000-
                        for a note payable at $1.00 per share
                    
                    
                    25,000
                    
                    
                    250
                    
                    
                    24,750
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    25,000-
                        for consulting fees payable at $0.55 per share
                    
                    
                    12,536
                    
                    
                    126
                    
                    
                    6,769
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    6,895-
                        for mineral properties at $0.70 per share
                    
                    
                    1,100,000
                    
                    
                    11,000
                    
                    
                    759,000
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    770,000-
                        for services at an average of $0.49 per share
                    
                    
                    112,500
                    
                    
                    1,125
                    
                    
                    53,625
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    54,750-
                        for financing expense at an average of $0.44 per share
                    
                    
                    82,429
                    
                    
                    824
                    
                    
                    35,369
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    36,193Options
                        issued to officers, directors and employees for services
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    29,528
                    
                    
                    —
                    
                    
                    —
                    
                    
                    29,528Warrants
                        issued as follows:
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    —-
                        for loan agreements
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    55,352
                    
                    
                    —
                    
                    
                    —
                    
                    
                    55,352Expiration
                        of stock options and warrants
                    
                    
                    —
                    
                    
                    —
                    
                    
                    91,814
                    
                    
                    (91,814
                    )
                    
                    —
                    
                    
                    —
                    
                    
                    —Interest
                        expense forgiven by shareholders
                    
                    
                    —
                    
                    
                    —
                    
                    
                    42,950
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    42,950Net
                        loss for the year ended September 30, 2002
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    (1,168,171
                    )
                    
                    —
                    
                    
                    (1,168,171
                    )Balance,
                        September 30, 2002
                    
                    
                    22,588,435
                    
                    
                    225,884
                    
                    
                    5,012,133
                    
                    
                    1,383,042
                    
                    
                    (8,315,106
                    )
                    
                    —
                    
                    
                    (1,694,046
                    )Common
                        stock issuances as follows:-
                        miscellaneous common stock adjustment
                    
                    
                    29,555
                    
                    
                    296
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    296-
                        for cash at $0.10 per share
                    
                    
                    5,500,000
                    
                    
                    55,000
                    
                    
                    495,000
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    550,000-
                        for consulting services at an average of $0.15 per share
                    
                    
                    1,763,779
                    
                    
                    17,638
                    
                    
                    243,362
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    261,000-
                        for loans payable at an average of $0.10 per share
                    
                    
                    369,160
                    
                    
                    3,692
                    
                    
                    33,225
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    36,917-
                        for prior period services at an average of $.13 per share
                    
                    
                    245,000
                    
                    
                    2,450
                    
                    
                    30,550
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    33,000-
                        for investments at $0.21 per share
                    
                    
                    450,000
                    
                    
                    4,500
                    
                    
                    88,668
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    93,168-
                        to
                        officers and directors for services at $.10 per share
                    
                    
                    1,423,156
                    
                    
                    14,232
                    
                    
                    129,024
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    143,256-
                        penalty shares at $.26 per share
                    
                    
                    860,000
                    
                    
                    8,600
                    
                    
                    215,000
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    223,600Change
                        in marekt value of investments
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    1,800
                    
                    
                    1,800Net
                        loss for the year ended September 30, 2003
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    (966,958
                    )
                    
                    —
                    
                    
                    (966,958
                    )Balance,
                        September 30, 2003
                    
                    
                    33,229,085
                    
                    $
                    332,291
                    
                    $
                    6,246,963
                    
                    $
                    1,383,042
                    
                    $
                    (9,282,064
                    )
                    $
                    1,800
                    
                    $
                    (1,317,968
                    )
  The
            accompanying notes are an integral part of these
            financial statements.
 37
  **TREND
                        MINING COMPANY****(An
                        Exploration Stage Company)****STATEMENT
                        OF STOCKHOLDERS' EQUITY (DEFICIT)
                        (continued)**
 Common
                        Stock
                    
                    Additional
                    
                    Stock
                    
                    Beneficial
                    
                    
                    
                    OtherNumber
                    
                    
                    
                    Paid-in
                    
                    Options
                        and
                    
                    Conversion
                    
                    Accumulated
                    
                    Comprehensiveof
                        Shares
                    
                    Amount
                    
                    Capital
                    
                    Warrants
                    
                    Rights
                    
                    Deficit
                    
                    Income
                        (Loss)
                    
                    TotalBalance,
                        September 30, 2003
                    
                    
                    33,229,085
                    
                    $
                    332,291
                    
                    $
                    6,246,963
                    
                    $
                    1,383,042
                    
                    $
                    —
                    
                    $
                    (9,282,064
                    )
                    $
                    1,800
                    
                    $
                    (1,317,968
                    )Common
                        stock issuances as follows:-
                        for cash at $0.20 per share
                    
                    
                    1,675,000
                    
                    
                    16,750
                    
                    
                    318,250
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    335,000-
                        for consulting services at an average of $0.35 per share
                    
                    
                    162,500
                    
                    
                    1,625
                    
                    
                    54,800
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    56,425-
                        for accounts payable at an average of $.24 per share
                    
                    
                    626,130
                    
                    
                    6,261
                    
                    
                    144,584
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    150,845-
                        for investments at $0.20 per share
                    
                    
                    125,000
                    
                    
                    1,250
                    
                    
                    23,750
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    25,000-
                        to
                        officers and directors for services at $.12 per share
                    
                    
                    150,000
                    
                    
                    1,500
                    
                    
                    16,500
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    18,000Expired
                        options & warrants
                    
                    
                    —
                    
                    
                    —
                    
                    
                    503,774
                    
                    
                    (503,774
                    )
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —Options
                        issued to officers and directors for services
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    95,000
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    95,000Gain
                        on sale of internal securities
                    
                    
                    —
                    
                    
                    —
                    
                    
                    210,194
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    210,194Change
                        in market value of investments
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    (1,800
                    )
                    
                    (1,800
                    )Net
                        loss for the year ended September 30, 2004
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    (992,688
                    )
                    
                    —
                    
                    
                    (992,688
                    )Balance,
                        September 30, 2004
                    
                    
                    35,967,715
                    
                    
                    359,677
                    
                    
                    7,518,815
                    
                    
                    974,268
                    
                    
                    —
                    
                    
                    (10,274,752
                    )
                    
                    —
                    
                    
                    (1,421,992
                    )Common
                        stock issuances as follows:-
                        for services at an average of $.23 per share
                    
                    
                    199,585
                    
                    
                    1,996
                    
                    
                    44,591
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    46,587-
                        for financing expenses at $0.345 per share
                    
                    
                    210,000
                    
                    
                    2,100
                    
                    
                    70,350
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    72,450-
                        to
                        officers and directors for services at $.23 per share
                    
                    
                    634,518
                    
                    
                    6,345
                    
                    
                    139,655
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    146,000-
                        for convertible debt
                    
                    
                    264,124
                    
                    
                    2,641
                    
                    
                    49,761
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    52,402Convertible
                        debt issuance:-
                        class A warrants at $0.15 per share
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    51,577
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    51,577-
                        class B warrants at $0.10 per share
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    42,248
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    42,248-
                        beneficial conversion rights at $0.19 per share
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    77,158
                    
                    
                    —
                    
                    
                    —
                    
                    
                    77,158Options
                        issued to officers and directors for services
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    143,840
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    143,840Cancellation
                        of warrants and beneficial conversion rights
                    
                    
                    —
                    
                    
                    —
                    
                    
                    170,983
                    
                    
                    (93,825
                    )
                    
                    (77,158
                    )
                    
                    —
                    
                    
                    —
                    
                    
                    —Expiration
                        of warrants
                    
                    
                    —
                    
                    
                    —
                    
                    
                    10,137
                    
                    
                    (10,137
                    )
                    
                    —
                    
                    
                    —
                    
                    
                    —Convertible
                        debt issuance:-
                        class A warrants at $0.10 per share
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    66,990
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    66,990-
                        class B warrants at $0.02 per share
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    18,275
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    18,275-
                        beneficial conversion rights at $0.25 per share
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    128,333
                    
                    
                    —
                    
                    
                    —
                    
                    
                    128,333Convertible
                        debt issuance:
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    —-
                        class A warrants at $0.15 per share
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    386,275
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    386,275-
                        class B warrants at $0.08 per share
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    183,136
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    183,136-
                        beneficial conversion rights at $0.19 per share
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    306,587
                    
                    
                    —
                    
                    
                    —
                    
                    
                    306,587Net
                        loss for the year ended September 30, 2005
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    (3,032,362
                    )
                    
                    —
                    
                    
                    (3,032,362
                    )Balance,
                        September 30, 2005
                    
                    
                    37,275,942
                    
                    $
                    372,759
                    
                    $
                    8,004,292
                    
                    $
                    1,762,647
                    
                    $
                    434,920
                    
                    $
                    (1,307,114
                    )
                    $
                    —
                    
                    $
                    (2,732,496
                    )
  The
            accompanying notes are an integral part of these
            financial statements.
 38
  **TREND
                      MINING COMPANY****(An
                      Exploration Stage Company)****STATEMENTS
                      OF CASH FLOWS**
  Period
                      fromOctober
                      1, 1996(Inception
                      ofExploration
                      Stage)Year
                      Ended
                  
                  Year
                      Ended
                  
                  toSeptember
                      30,
                  
                  September
                      30,
                  
                  September
                      30,2005
                  
                  2004
                  
                  2005**CASH
                      FLOWS FROM OPERATING ACTIVITIES:**Net
                      loss
                  
                  $
                  (3,032,362
                  )
                  $
                  (992,688
                  )
                  $
                  (12,748,610
                  )Adjustments
                      to reconcile net loss to net cash used by operating
                      activities:Depreciation
                  
                  
                  3,628
                  
                  
                  2,900
                  
                  
                  55,504Amortization
                      of debt discount
                  
                  
                  497,432
                  
                  
                  —
                  
                  
                  497,432Loss
                      (Gain) on investment sales
                  
                  
                  —
                  
                  
                  40,733
                  
                  
                  68,969Loss
                      (Gain) on disposition and impairment of assets
                  
                  
                  (2,500
                  )
                  
                  —
                  
                  
                  183,391Gain
                      on sale of mineral property claims for securities
                  
                  
                  —
                  
                  
                  —
                  
                  
                  (500
                  )Gain
                      on trade-in of property and equipment
                  
                  
                  —
                  
                  
                  —
                  
                  
                  (7,872
                  )Gain
                      on forgiveness of debt
                  
                  
                  (62,815
                  )
                  
                  
                  
                  
                  (201,581
                  )Gain
                      on settlement of vendor account
                  
                  
                  —
                  
                  
                  (16,412
                  )
                  
                  —Interest
                      expense forgiven by related parties
                  
                  
                  —
                  
                  
                  (2,718
                  )
                  
                  1,249,011Common
                      stock issued for servicesand
                      financing expenses
                  
                  
                  265,037
                  
                  
                  56,425
                  
                  
                  1,249,011Common
                      stock issued for payables and accrued expenses
                  
                  
                  —
                  
                  
                  150,845
                  
                  
                  219,656Common
                      stock and options issued as compensation
                  
                  
                  143,840
                  
                  
                  113,000
                  
                  
                  1,249,011Stock
                      options and warrants issued for financing activities
                  
                  
                  —
                  
                  
                  —
                  
                  
                  822,257Common
                      stock issued for investments
                  
                  
                  —
                  
                  
                  —
                  
                  
                  93,168Common
                      stock and warrants issued to acquire mineralproperty
                      options
                  
                  
                  —
                  
                  
                  —
                  
                  
                  1,114,873Warrants
                      issued for consulting fees
                  
                  
                  —
                  
                  
                  —
                  
                  
                  170,521Common
                      stock issued for incentive fees
                  
                  
                  —
                  
                  
                  —
                  
                  
                  21,544Investment
                      traded for services
                  
                  
                  —
                  
                  
                  —
                  
                  
                  45,939Common
                      stock issued for payment of interest
                  
                  
                  15,626
                  
                  
                  —
                  
                  
                  15,626Changes
                      in assets and liabilities:Prepaid
                      expenses & inventory
                  
                  
                  (10,546
                  )
                  
                  (2,948
                  )
                  
                  (9,689
                  )Accounts
                      receivable
                  
                  
                  (165,476
                  )
                  
                  —
                  
                  
                  (165,476
                  )Accounts
                      payable
                  
                  
                  228,562
                  
                  
                  75,679
                  
                  
                  544,021Accounts
                      payable, related parties
                  
                  
                  15,000
                  
                  
                  —
                  
                  
                  15,000Accounts
                      payable - checks in excess of bank balance
                  
                  
                  —
                  
                  
                  (3,297
                  )
                  
                  7Accrued
                      expenses
                  
                  
                  302
                  
                  
                  75,780
                  
                  
                  1,897Reclamation
                      bond
                  
                  
                  (6,500
                  )
                  
                  —
                  
                  
                  (6,500
                  )Interest
                      payable
                  
                  
                  98,506
                  
                  
                  (7,026
                  )
                  
                  198,009Net
                      cash used by operating activities
                  
                  
                  (2,012,266
                  )
                  
                  (509,727
                  )
                  
                  (6,681,340
                  )**CASH
                      FLOWS FROM INVESTING ACTIVITIES:**Proceeds
                      from sale of equipment
                  
                  
                  2,500
                  
                  
                  —
                  
                  
                  37,626Purchase
                      of fixed assets
                  
                  
                  (9,156
                  )
                  
                  (4,358
                  )
                  
                  (9,156
                  )Proceeds
                      from sale of mineral property
                  
                  
                  —
                  
                  
                  —
                  
                  
                  20,000Purchase
                      of furniture and equipment
                  
                  
                  —
                  
                  
                  —
                  
                  
                  (46,053
                  )Proceeds
                      from investments sold
                  
                  
                  —
                  
                  
                  39,646
                  
                  
                  183,161Net
                      cash provided (used) by investing activities
                  
                  
                  (6,656
                  )
                  
                  35,288
                  
                  
                  185,578**CASH
                      FLOWS FROM FINANCING ACTIVITIES:**Payments
                      on notes payable and short-term borrowings
                  
                  
                  (250,000
                  )
                  
                  (112,500
                  )
                  
                  (374,556
                  )Proceeds
                      from internal securities sale
                  
                  
                  —
                  
                  
                  210,194
                  
                  
                  210,194Sale
                      of warrants for common stock
                  
                  
                  —
                  
                  
                  —
                  
                  
                  10,000Proceeds
                      from borrowings
                  
                  
                  2,325,000
                  
                  
                  47,500
                  
                  
                  3,794,157Sale
                      of common stock, subscriptions
                  
                  
                  —
                  
                  
                  
                  
                  
                  —and
                      exercise of options
                  
                  
                  —
                  
                  
                  335,000
                  
                  
                  2,693,151Issuance
                      of penalty shares
                  
                  
                  —
                  
                  
                  —
                  
                  
                  223,600Net
                      cash provided by financing activities
                  
                  
                  2,075,000
                  
                  
                  480,194
                  
                  
                  6,556,546**NET
                      INCREASE (DECREASE) IN CASH**
                  
                  
                  56,078
                  
                  
                  5,755
                  
                  
                  60,784**CASH,
                      BEGINNING OF PERIOD**
                  
                  
                  8,313
                  
                  
                  2,558
                  
                  
                  3,607**CASH,
                      END OF PERIOD**
                  
                  $
                  64,391
                  
                  $
                  8,313
                  
                  $
                  64,391
  The
            accompanying notes are an integral part of these
            financial statements.
 39
  **TREND
                      MINING COMPANY****(An
                      Exploration Stage Company)****STATEMENTS
                      OF CASH FLOWS**
  Period
                      fromOctober
                      1, 1996(Inception
                      ofExploration
                      Stage)Year
                      Ended
                  
                  Year
                      Ended
                  
                  toSeptember
                      30,
                  
                  September
                      30,
                  
                  September
                      30,2005
                  
                  2004
                  
                  2005
 **SUPPLEMENTAL
                      CASH FLOW INFORMATION:**Interest
                      paid
                  
                  $
                  72,486
                  
                  $
                  95,194
                  
                  $
                  167,680Income
                      taxes paid
                  
                  $
                  —
                  
                  $
                  —
                  
                  $
                  —**NON-CASH
                      FINANCING AND INVESTING ACTIVITIES:**Common
                      stock and warrants issued to acquiremineral
                      properties
                  
                  $
                  —
                  
                  $
                  —
                  
                  $
                  344,873Common
                      stock issued to acquire mineral property
                  
                  $
                  —
                  
                  $
                  —
                  
                  $
                  1,249,011Common
                      stock issued for acquisition ofmining
                      equipment
                  
                  $
                  —
                  
                  $
                  —
                  
                  $
                  180,000Common
                      stock issued for services and expenses
                  
                  $
                  265,037
                  
                  $
                  56,425
                  
                  $
                  1,249,011Common
                      stock issued for investment
                  
                  $
                  —
                  
                  $
                  25,000
                  
                  $
                  185,168Common
                      stock issued for payables and accrued expenses
                  
                  $
                  —
                  
                  $
                  150,845
                  
                  $
                  219,656Common
                      stock issued for incentive fees
                  
                  $
                  —
                  
                  $
                  —
                  
                  $
                  21,544Common
                      stock and options issued as compensation
                  
                  $
                  143,840
                  
                  $
                  113,000
                  
                  $
                  1,121,215Common
                      stock and options issued for payment of convertible debt
                  
                  $
                  36,776
                  
                  $
                  —
                  
                  $
                  36,776Common
                      stock and options issued for payment of interest
                  
                  $
                  15,626
                  
                  $
                  —
                  
                  $
                  15,626Stock
                      options and warrants issued for financing activities
                  
                  $
                  —
                  
                  $
                  —
                  
                  $
                  822,257Warrants
                      issued for consulting fees
                  
                  $
                  —
                  
                  $
                  —
                  
                  $
                  170,521Deferred
                      acquisition costs on mining property
                  
                  $
                  —
                  
                  $
                  —
                  
                  $
                  46,242Purchase
                      of equipment with financing agreement
                  
                  $
                  —
                  
                  $
                  —
                  
                  $
                  21,814Investments
                      received for mineral property
                  
                  $
                  —
                  
                  $
                  —
                  
                  $
                  5,500Investments
                      traded for services
                  
                  $
                  —
                  
                  $
                  —
                  
                  $
                  45,939Equipment
                      for loans payable
                  
                  $
                  —
                  
                  $
                  —
                  
                  $
                  4,500Warrants
                      issued with convertible debt
                  
                  $
                  654,676
                  
                  $
                  —
                  
                  $
                  654,676Beneficial
                      conversion rights
                  
                  $
                  434,920
                  
                  $
                  —
                  
                  $
                  434,920
   The
            accompanying notes are an integral part of these
            financial statements.
 40
 
 **TREND
            MINING COMPANY**
 **(AN
            EXPLORATION STAGE COMPANY)**
 **NOTES
            TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
            30, 2005**
 
 **NOTE
            1 - ORGANIZATION AND DESCRIPTION OF BUSINESS**
  Trend
            Mining Company (formerly Silver Trend Mining Company) (“the Company” or “Trend”)
            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 primarily
            in the
            United States. In February of 1999, the Company changed its name to Trend
            Mining
            Company to better reflect the Company’s change of focus and diversification into
            platinum group metals. In 2004, the Company further diversified into
            uranium
            properties although actual exploration has not yet commenced. The Company
            conducts operations primarily from its offices in Littleton, Colorado.
            The
            Company has a September 30 fiscal year-end.
 
 On
            March
            28, 2001, the Company reincorporated in Delaware. This reincorporation
            represented a change of corporate domicile and had no accounting impact.
            Under
            its amended certificate of incorporation, Trend has authorized the issuance
            of
            100,000,000 shares of 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 was created and issued to Mr.
            Thomas S. Kaplan which required the holder’s approval for all stock and
            equity issuances. In October 2002, this preferred share was cancelled.
            See
            Note 4.
 
  **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 are computed by dividing the net loss by the weighted
            average number of shares outstanding during the year or period. 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.
  41
 **TREND
              MINING COMPANY**
 **(AN
              EXPLORATION STAGE COMPANY)**
 **NOTES
              TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
              30, 2005**
  Outstanding
            options and warrants and convertible debt representing an aggregate potential
            conversion into 22,938,178 and 10,068,174 shares of common stock, as
            of
            September 30, 2005 and 2004, respectively, have been excluded from the
            calculation of diluted loss per share as they would be
            antidilutive.
  Accounting
            for Convertible Notes and Securities with Beneficial Conversion
            Features
 
 Following
            guidance provided by EITF 00-27 the Company allocates proceeds received
            from
            convertible notes and/or securities first to warrants granted the note
            holders.
            The value of the warrants and the beneficial conversion feature are recorded
            on
            the balance sheet as a debt discount and as an increase to shareholders
            equity.
            The discounts are amortized over the life of the loans.
 
 Cash
            and Cash Equivalents
  For
            purposes of its 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.
  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 periods ended September 30, 2005 and 2004.
            Accordingly, no liability has been recorded in the financial statements.
  Comprehensive
            Income (Loss)
  The
            Company reports comprehensive income (loss) in accordance with Statement
            of
            Financial Accounting Standards No. 130, “Reporting Comprehensive Income.”
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 Statement of Financial Accounting
            Standards (hereinafter “SFAS”) No. 133, “Accounting for Derivative Instruments
            and Hedging Activities,” as amended by SFAS No. 137, “Accounting for Derivative
            Instruments and Hedging Activities - Deferral of the Effective Date of
            SFAS No.
            133,” and SFAS No. 138, “Accounting for Certain Derivative Instruments and
            Certain Hedging Activities,” which is effective for the Company as of January 1,
            2001. These standards establish accounting and reporting standards for
            derivative instruments, including certain derivative instruments embedded
            in
            other contracts and for hedging activities. They require that an entity
            recognize all derivatives as either assets or liabilities in the balance
            sheet
            and measure those instruments at fair value.
  42
 **TREND
              MINING COMPANY**
 **(AN
              EXPLORATION STAGE COMPANY)**
 **NOTES
              TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
              30, 2005**
  If
            certain conditions are met, a derivative may be specifically designated
            as a
            hedge, the objective of which is to match the timing of gain or loss
            recognition
            on the hedging derivative with the recognition of (i) the changes in
            the fair
            value of the hedged asset or liability that are attributable to the hedged
            risk
            or (ii) the earnings effect of the hedged forecasted transaction. For
            a
            derivative not designated as a hedging instrument, the gain or loss is
            recognized in income in the period of change.
  Historically,
            the Company has not entered into derivative contracts to hedge existing
            risks or
            for speculative purposes.
  During
            the years ended September 30, 2005 and 2004, the Company has not engaged
            in any
            transactions that would be considered derivative instruments or hedging
            activities.
  Estimates
  The
            preparation of financial statements in conformity with accounting principles
            generally accepted in the United States of America requires management
            to make
            estimates and assumptions that affect the reported amounts of assets
            and
            liabilities and disclosure of contingent assets and liabilities at the
            date of
            the financial statements and the reported amounts of revenues and expenses
            during the reporting period. Actual results could differ from those
            estimates.
  Employee
            and Non-Employee Stock Compensation
  The
            Company values common stock issued without restrictions to employees
            and
            non-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 a date of issuance, then the fair
            market
            value used is the lower of the closing prices on the first previous day
            or the
            first following day on which the Company’s stock was traded. The Company may
            issue common stock with restrictions in these circumstances and, if it
            does, may
            issue such shares at a reasonable discount to fair market value. These
            stock
            issuances are accounted for in the statement of stockholders’ equity and as
            expenses, if the stock was issued for services or exploration costs,
            and as
            assets, if the stock was issued for investments or real property.
  Exploration
            Costs
  In
            accordance with accounting principles generally accepted in the United
            States of
            America, the Company expenses exploration costs as incurred. Exploration
            costs
            expensed during the years ended September 30, 2005 and 2004 were $1,134,006
            and
            $19,809 respectively. As of September 30, 2005, cumulative exploration
            costs
            expensed during the Company’s exploration stage totaled $4,062,881.
 
 43
 **TREND
              MINING COMPANY**
 **(AN
              EXPLORATION STAGE COMPANY)**
 **NOTES
              TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
              30, 2005**
 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
            Company’s financial instruments as defined by Statement of Financial Accounting
            Standards No. 107, “Disclosures about Fair Value of Financial Instruments,”
include cash, investment in securities available-for-sale, accounts payable
            and
            accrued expenses and short-term borrowings. All instruments other than
            the
            investment in securities available-for-sale are accounted for on a historical
            cost basis, which, due to the short maturity of these financial instruments,
            approximates fair value at September 30, 2005 and 2004. Investment in
            securities
            available-for-sale is recorded at fair value at September 30, 2005 and
            2004.
  Going
            Concern
  As
            shown
            in the accompanying financial statements, at September 30, 2005, the
            Company has
            limited cash, has negative working capital, has no revenues, has incurred
            a net
            loss of $3,032,362 for the fiscal year, and has an exploration stage
            accumulated
            deficit of $12,748,610. 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 estimates that approximately $1,000,000 is required to fund operations
            of the Company for the next 12 months assuming minimal exploration activities.
            The Company’s management believes that it will be able to generate sufficient
            cash from public or private debt or equity financing in order for the
            Company to
            continue to operate based on current expense projections.
  Impaired
            Asset Policy
  The
            Company adopted Financial Accounting Standards Board Statement No. 144,
            “Accounting for Impairment or Disposal of Long-Lived Assets.” In complying with
            these standards, 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.
 
 44
 **TREND
              MINING COMPANY**
 **(AN
              EXPLORATION STAGE COMPANY)**
 **NOTES
              TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
              30, 2005**
  The
            amount of loss, if any, is measured by the amount that the carrying value
            of the
            long-lived asset exceeds its fair value in accordance with SFAS No. 144.
            Properties are acquired and recorded at fair values negotiated in arm’s length
            transactions. The Company expenses 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 a property’s recorded fair value has declined, such costs
            will be reviewed and the related impairment, if any, 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
            basis of
            specific investment accounts.
  Mineral
            Properties
  The
            Company capitalizes only amounts paid in cash or stock as consideration
            for the
            acquisition of real property. See Note 3. Properties are acquired and
            recorded
            at fair values negotiated in arm’s length transactions. Costs and fees paid to
            locate and maintain mining claims, to acquire options to purchase claims
            or
            properties, and to maintain the mineral rights and leases, are expensed
            as
            incurred.
  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. The parameters used in such valuations include
            a risk free
            rate of 5%, the assumption that no dividends are paid, exercise periods
            ranging
            from 1 week to 3 years, depending upon the terms of the instrument issued,
            and a
            volatility ranging from 78%-94% which is calculated annually based on
            estimates
            of expected volatility, in accordance with Statement of Financial Accounting
            Standards No. 123. See Note 5.
 
 45
 **TREND
              MINING COMPANY**
 **(AN
              EXPLORATION STAGE COMPANY)**
 **NOTES
              TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
              30, 2005**
 Recent
            Accounting Pronouncements
 
 In
            May
            2005, the Financial Accounting Standards Board issued Statement of Financial
            Accounting Standards No. 154, “Accounting Changes and Error Corrections,”
(hereinafter “SFAS No. 154”) which replaces Accounting Principles Board Opinion
            No. 20, “Accounting Changes”, and SFAS No. 3, “Reporting Accounting Changes in
            Interim Financial Statements - An Amendment of APB Opinion No. 28”. SFAS No. 154
            provides guidance on accounting for and reporting changes in accounting
            principle and error corrections. SFAS No. 154 requires that changes in
            accounting principle be applied retrospectively to prior period financial
            statements and is effective for fiscal years beginning after December
            15, 2005.
            Management does not expect SFAS No. 154 to have a material impact on
            the
            Company’s financial position, results of operations, or cash flows.
 
 In
            December 2004, the Financial Accounting Standards Board issued Statement
            of
            Financial Accounting Standards No.153, “Exchanges of Nonmonetary Assets - an
            Amendment of APB Opinion No. 29”, (hereinafter “SFAS No. 153”). This statement
            eliminates the exception to fair value for exchanges of similar productive
            assets and replaces it with a general exception for exchange transactions
            that
            do not have commercial substance, defined as transactions that are not
            expected
            to result in significant changes in the cash flows of the reporting entity.
            This
            statement is effective for financial statements for fiscal years beginning
            after
            June 15, 2005. Management believes the adoption of this statement will
            have no
            impact on the Company’s financial condition or results of
            operations.
 
 In
            December 2004, the Financial Accounting Standards Board issued Statement
            of
            Financial Accounting Standards No. 152, “Accounting for Real Estate Time-Sharing
            Transactions - an amendment of FASB Statements No. 66 and 67” (hereinafter “SFAS
            No. 152”), which amends FASB Statement No. 66, “Accounting for Sales of Real
            Estate”, to reference the financial accounting and reporting guidance for real
            estate time-sharing transactions that is provided in AICPA Statement
            of Position
            04-2, “Accounting for Real Estate Time-Sharing Transactions”(hereinafter “SOP
            04-2”). This statement also amends FASB Statement No. 67, “Accounting for Costs
            and Initial Rental Operations of Real Estate Projects”, to state that the
            guidance for (a) incidental operations and (b) costs incurred to sell
            real
            estate projects does not apply to real estate time-sharing transactions.
            The
            accounting for those operations and costs is subject to the guidance
            in SOP
            04-2. This statement is effective for financial statements for fiscal
            years
            beginning after June 15, 2005. Management believes the adoption of this
            statement will have no impact on the Company’s financial condition or results of
            operations.
 
 In
            November 2004, the Financial Accounting Standards Board (FASB) issued
            SFAS No. 151, “ Inventory
            Costs— an amendment of ARB No. 43, Chapter 4” .
            This
            Statement amends the guidance in ARB No. 43, Chapter 4, “Inventory
            Pricing,” to clarify the accounting for abnormal amounts of idle facility
            expense, freight, handling costs, and wasted material (spoilage).
            Paragraph 5 of ARB 43, Chapter 4, previously stated that “. . . under
            some circumstances, items such as idle facility expense, excessive spoilage,
            double freight, and rehandling costs may be so abnormal as to require
            treatment
            as current period charges. . . .” This statement requires that those items be
            recognized as current-period charges regardless of whether they meet
            the
            criterion of “so abnormal.” In addition, this statement requires that allocation
            of fixed production overheads to the costs of conversion be based on
            the normal
            capacity of the production facilities. This statement is effective for
            inventory
            costs incurred during fiscal years beginning after June 15, 2005.
            Management does not believe the adoption of this statement will have
            a material
            impact on the Company as the Company does not anticipate maintaining
            inventory.
  46
 **TREND
              MINING COMPANY**
 **(AN
              EXPLORATION STAGE COMPANY)**
 **NOTES
              TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
              30, 2005**
  In
            December 2004, the Financial Accounting Standards Board issued a revision
            to
            Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based
            Payments” (hereinafter “SFAS No. 123 (R)”). This statement replaces FASB
            Statement No. 123, “Accounting for Stock-Based Compensation”, and supersedes APB
            Opinion No. 25, “Accounting for Stock Issued to Employees”. SFAS No. 123 (R)
            establishes standards for the accounting for share-based payment transactions
            in
            which an entity exchanges its equity instruments for goods or services.
            It also
            addresses transactions in which an entity incurs liabilities in exchange
            for
            goods or services that are based on the fair value of the entity’s equity
            instruments or that may be settled by the issuance of those equity instruments.
            This statement covers a wide range of share-based compensation arrangements
            including share options, restricted share plans, performance-based award,
            share
            appreciation rights and employee share purchase plans. SFAS No. 123 (R)
            requires
            a public entity to measure the cost of employee services received in
            exchange
            for an award of equity instruments based on the fair value of the award
            on the
            grant date ( with limited exceptions). That cost will be recognized in
            the
            entity’s financial statements over the period during which the employee is
            required to provide services in exchange for the award. The Company currently
            reports stock issued to employees under the rules of SFAS No. 123. therefore
            management expects no material impact to its financial statements from
            the
            adoption of this statement.
  Provision
            for Taxes
  Income
            taxes are provided based upon the liability method of accounting pursuant
            to
            Statement of Financial Accounting Standards No. 109, “Accounting for Income
            Taxes” (hereinafter “SFAS No. 109”). Under this approach, deferred income taxes
            are recorded to reflect the tax consequences on future years of differences
            between the tax basis of assets and liabilities and their financial reporting
            amounts at each year-end. A valuation allowance is recorded against deferred
            tax
            assets if management does not believe the Company has met the “more likely than
            not” standard imposed by SFAS No. 109 to allow recognition of such an
            asset.
  At
            September 30, 2005, the Company had net deferred tax assets, calculated
            at an
            expected rate of 34%, of approximately $2,835,017 principally arising
            from net
            operating loss carryforwards for income tax purposes. As management of
            the
            Company cannot determine that it is more likely than not that the Company
            will
            realize the benefit of the net deferred tax asset, a valuation allowance
            equal
            to the net deferred tax asset has been established at September 30,
            2005.
  47
 **TREND
              MINING COMPANY**
 **(AN
              EXPLORATION STAGE COMPANY)**
 **NOTES
              TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
              30, 2005**
  The
            significant components of the Company’s deferred tax assets are as
            follows:
  September
                    30,
                      2005
                  
                  September
                    30,
                      2004Net
                      operating losses
                  
                  $
                  11,160,000
                  
                  $
                  8,130,000Nondeductible
                      stock options and warrants issued under a non-qualified
                      plan:
                  
                  
                  2,602,988
                  
                  
                  2,317,718Net
                      operating loss carryforward
                  
                  $
                  8,560,301
                  
                  $
                  5,813,209Deferred
                      tax asset
                  
                  $
                  2,835,000
                  
                  $
                  1,743,000Deferred
                      tax asset valuation allowance
                  
                  $
                  (2,835,000
                  )
                  $
                  (1,743,000
                  )
 
 
 At
            September 30, 2005, the Company had net operating loss carryforwards
            of
            approximately $8,560,301, which expire in the years 2004 through 2026.
            The net
            operating loss carryforwards do not include expenses that are not deductible
            for
            tax purposes, such as non qualified stock options and warrants, in the
            aggregate
            amount of $2,602,988 attributable to options and warrants issued to employees
            and consultants. The change in the allowance account from September 30,
            2004 to September 30, 2005 was approximately $1,092,000.
  Reclassification
  Certain
            amounts from prior periods have been reclassified to conform to the current
            period presentation. This reclassification has resulted in no changes
            to the
            Company’s accumulated deficit or net losses presented.
  
 **NOTE
            3 -  MINERAL PROPERTIES**
  The
            following describes the Company’s significant mineral properties at September
            30, 2005:
 
 Andacollo
            Mine, Chile
 
 On
            September 20, 2005 , Trend entered into negotiations to purchase 100%
            of
            Compania Minera Dayton (“CMD”), a Chilean corporation that owns and operated the
            Andacollo Mine in Chile. Ultimately, Trend bought 30% of the mine along
            with a
            group of investors who purchased 70% on September 20, 2005. The Company
            paid an initial $900,000 in cash for the acquisition, which is included
            in
            exploration expenses in the financial statements. The Company also paid
            out
            exploration expensed for which they were repaid 70% by the other investors.
            Before the end of the year, the investor group then initiated an offer to
            buy Trend’s 30% stake in exchange for a package of cash (more than full
            reimbursement of all expenses), a one percent net smelter returns royalty,
            and a
            30% back-in right excercisable through April 1, 2006. Under the agreement
            to
            purchase the Company’s 30% stake, the remaining 70% shareholders agreed to pay
            the Company a total of $122,976, of which $53,160 was already owing to
            the
            Company for expenses paid for exploration of the property. The remaining
            $69,816
            is considered the gain on the sale of the mining interest and is included
            at an
            other income item in the financial statements. Although the final payment
            amount
            was agreed to subsequent to the date of the financials, because the price
            was
            fixed and determinable and the payment was reasonably assured, the Company
            has
            recognized the sale at September 30, 2005.
  48
 **TREND
              MINING COMPANY**
 **(AN
              EXPLORATION STAGE COMPANY)**
 **NOTES
              TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
              30, 2005**
  The
            mine
            obtained its final operating permits on December 27, 2005, and should
            be fully
            operational by the second quarter of 2006, after which Trend will receive
            1% of
            gold revenues from the mine in monthly installments.
  
 Diabase
            Peninsula, Cree Lake Area, Saskatchewan, Canada
 
 On
            September 15, 2004, the Company announced that it had diversified into
            uranium
            exploration with the staking of a mining claim comprising approximately
            940
            hectares (approximately 4 square miles) in the Athabasca Basin of Saskatchewan.
 
 The
            Company announced in October 2004 that it had signed an option to purchase
            an
            additional mining claim at Cree Lake which covers approximately 6.5 square
            miles. The new land position is located immediately adjacent to, and
            southwest
            of, Trend’s existing Cree Lake project at Diabase Peninsula and is referred to
            herein as the Diabase Peninsula Lease.
 
 Terms
            of
            the option require Trend to maintain the claim group in good standing
            by
            performing a minimum of approximately CDN $20,172 worth of field work
            per year.
            In addition, there are property payments totaling CDN 15,000, $20,000,
            and
            $30,000, respectively, in each of the first three years. Trend may exercise
            its
            right to purchase the claims for CDN $1 million any time during the first
            eight
            years of the option, at which time the property remains subject to a
            3% gross
            royalty on any and all minerals produced.
 
 Subsequent
            to the acquisition of the Diabase Peninsula Lease, Trend staked one more
            claim
            on the southwestern edge of the lease for an additional 1603 hectares
            (6.2
            square miles), such that the aggregate area of uranium claims in the
            Athabasca
            Basin totals 4224 hectares (16.2 square miles).
  In
            December 2004, Trend announced that it and Nuinsco Resources Limited
            (“Nuinsco”)
            signed a Letter of Intent to form a 50-50 joint venture to own, operate
            and
            explore the three Cree Lake/Diabase Peninsula claims. The agreement provides
            that Nuinsco, at its expense, will immediately undertake an exploration
            program
            consisting of geophysical surveys and geochemical sampling to be followed
            by
            drilling. A definitive joint venture agreement was executed on September
            29,
            2005, under terms of which Nuinsco must maintain all three claims in
            good
            standing and must spend CDN $2 million by December of 2007 in order to
            earn its
            50% share of the joint venture. Additionally, Nuinsco will grant to the
            Company
            250,000 freely trading shares of Nuinsco common stock. At September 30,
            2005 the
            value of the Nuinsco shares was $42,500 and is included in accounts receivable
            n
            the financial statements.
 
 49
 **TREND
              MINING COMPANY**
 **(AN
              EXPLORATION STAGE COMPANY)**
 **NOTES
              TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
              30, 2005**
 Montana
            Properties
 
 In
            January 2005, Trend announced that it signed a letter of intent to form
            a 50-50
            joint venture with Aurora Metals Limited (“Aurora”). The agreement provides,
            that Trend will explore for platinum group metals on portions of an Aurora
            claim
            known as the “Stillwater Intrusive Complex” in Montana. Trend will be the
            operator during the exploration stage and will earn 50% in the project
            by
            spending $2 million over next 5 years. Additionally, Trend issued 50,000
            shares
            of its common stock on commencement of the agreement. Also, Trend must
            issue
            20,000 shares and fund $20,000 in the first year, and $20,000 in cash
            or stock
            each year thereafter until it has spent the agreed upon sum of $2 million,
            at
            which time the 50-50 joint venture will be formed. At September 30, 2005,
            the
            Company has spent approximately $100,000 on the project.
 
 Wyoming
            Properties
 
 In
            September 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 (subsequently modified), (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 issued to
            acquire
            this project. The 200,000 warrants have expired. See Note 5.
 
 In
            1999-2000, the Company staked additional claims at Lake Owen and an adjoining
            area, Albany West, and now holds 601 unpatented mining claims at the
            Lake Owen
            Project.
  In
            March
            2002, the Company issued 1,100,000 shares, valued at $770,000 in full
            satisfaction of cash commitments relating to exploration activities.
            The
            issuance of these shares resulted in the full ownership of the Lake Owen
            Project
            property by Trend Mining Company.
  50
 **TREND
              MINING COMPANY**
 **(AN
              EXPLORATION STAGE COMPANY)**
 **NOTES
              TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
              30, 2005**
 At
            September 30, 2005, the Company has begun exploration of this
            property.
 
 
 Peter
            Lake, Saskatchewan, Canada
 
 As
            of
            September 30, 2005, the Company holds 8 mining claims covering 36,648
            hectares
            (141 square miles) in the Peter Lake Domain of Saskatchewan. The Peter
            Lake
            Domain is recognized to host known occurrences of copper-nickel and
            platinum-palladium mineralization. During the summer of 2005, the Company
            executed a broad reconnaissance program to search for extractable concentrations
            of such mineralization. The Company’s position at Peter Lake evolved as
            follows:
  In
            August
            2000, the Company staked five claims comprising about 26,253 hectares
            (101
            square miles) in northern Saskatchewan. In 2002, the Company allowed
            these
            claims to lapse and subsequently restaked them plus one additional claim
            comprising 5,543 hectares (21 square miles).
 
 In
            October of 2004 the Company expanded its Peter Lake Project by acquiring
            3
            claims: An approximate two square miles near Ant Lake, 3.5 square miles
            at Swan
            Lake, and 13 square miles at Seahorse Lake. The Company will be required
            to
            spend approximately CDN$ 58,224 in 2006 to retain these claims.
 
 At
            September 30, 2005, the Company has begun exploration of this
            property.
 
 Nevada
            Properties
 
 At
            September 30, 2005, the Company retains a 1.5% net smelter returns royalty
            interest in the Pyramid Mine, which consists of five unpatented lode
            mining
            claims within the Walker Indian Reservation near Fallon, Nevada, but
            has
            abandoned all other projects in the state of Nevada.
 
 
 **NOTE
            4 -  CAPITAL STOCK**
  Preferred
            Stock
  Under
            its
            amended Delaware certificate of incorporation, Trend authorized the issuance
            of
            20,000,000 shares of preferred stock with a par value of $0.01 per share,
            with
            rights and preferences to be determined by the Company’s board of
            directors.
  In
            2001,
            one share of Series A preferred stock was created and issued to Mr.
            Thomas S. Kaplan under an agreement which required the holder’s approval of
            all common and preferred stock and equity issuances until such time as
            Mr. Kaplan, Electrum LLC or Mr. Asher B. Edelman no longer
            beneficially owned more than twenty percent of the Company’s outstanding stock.
            Holders of the Company’s common stock were to vote on the continued existence of
            the Series A preferred stock at each annual meeting subsequent to this
            share’s issuance. In the event that the Company’s preferred stock is not
            continued, the outstanding share of Series A preferred stock could be
            tendered for one share of the Company’s common stock.
  51
 **TREND
              MINING COMPANY**
 **(AN
              EXPLORATION STAGE COMPANY)**
 **NOTES
              TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
              30, 2005**
  In
            October 2002, the Company and Mr. Kaplan reached an agreement canceling
            this one
            share.
 
 Common
            Stock
  On
            March
            28, 2001, the Company completed its reincorporation in Delaware. Under
            its
            amended certificate of incorporation, Trend authorized the issuance of
            100,000,000 shares of common stock with a par value of $0.01 per share.
            Each
            holder of common stock shall be entitled to one vote for each share of
            common
            stock held on all matters as to which holders of common stock shall be
            entitled
            to vote. Except for and subject to those preferences, rights, and privileges
            expressly granted to the holders of classes of stock at the time outstanding
            having prior rights, and series of preferred stock, the holders of common
            stock
            shall have exclusively all other rights of stockholders of the Company,
            including, but not limited to, the right to receive dividends, and in
            the event
            of any distribution of assets upon the dissolution and liquidation of
            the
            Company, the right to receive ratably and equally al of the assets of
            the
            Company remaining after the payment to the holders of preferred stock
            of the
            specific amounts, if any, which they are entitled to receive.
 
 During
            the year ended September 30, 2005, the Company issued 199,585 shares
            of common
            stock valued at $46,587 for accounts payable and services, 634,518 shares
            of
            common stock valued at $146,000 for director, officer and employee compensation,
            210,000 shares of common stock valued at $72,450 for financing expenses
            and
            264,100 shares of common stock valued at $52,402 for convertible debt.
            Of these
            shares, 600,000 were issued under the 2000 Equity Incentive Plan (see
            Note
            5).
 
 During
            the year ended September 30, 2004, the Company issued 626,130 shares
            of common
            stock valued at $150,845 for accounts payable, 125,000 shares of common
            stock
            valued at $25,000 for investments, 312,500 shares of common stock valued
            at
            $74,425 for services, 180,000 shares of common stock valued at $36,000
            for
            director, officer and employee compensation, and 1,675,000 shares of
            common
            stock for $335,000 cash. In addition, the Company received the proceeds
            from a
            gain on the sale of internal securities in the amount of $210,914. This
            gain was
            recorded as additional paid-in capital.
  See
            Note 5 regarding future loan repayments in units of Trend
            securities.
 
 The
            following table discloses the Company’s stock and equity transactions during its
            exploration stage. This information meets the disclosure requirements
            of
            Statement of Financial Accounting Standards 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.
 
 52
  **TREND
              MINING COMPANY**
 **(AN
              EXPLORATION STAGE COMPANY)**
 **NOTES
              TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
              30, 2005**
 **Issue
                      Date**
                  **Number
                      of**
                    **Shares**
                  **Price
                      per**
                    **Share**
                  **Common**
                    **Stock**
                    **Amount**
                  **Additional**
                    **Paid-in**
                    **Capital**
                  **Total**
                    **Amount**
                  **Number
                      of**
                    **Options**
                  **Number
                      of**
                    **Warrants**
                  **Value
                      of**
                    **Options/**
                    **Warrants****Balance,
                      October 1, 1996**
                  
                  **1,754,242**
                  **$ 
                      -**
                  **$17,542**
                  **$663,218**
                  **$680,760**
                  
                  
                  **$  -**CS
                      for Cash
                  3/25/1997
                  200,000
                  0.50
                  2,000
                  98,000
                  100,000CS
                      for Payment of liabilities and expenses
                  9/30/1997
                  45,511
                  0.5
                  455
                  22,301
                  22,756**Balance
                      September 30, 1997**
                  
                  **1,999,753**
                  
                  **19,998**
                  **783,518**
                  **803,516**CS
                      for Mineral property
                  7/23/1998
                  150,000
                  0.50
                  1,500
                  73,500
                  75,000CS
                      for Cash
                  7/23/1998
                  7,500
                  0.2
                  75
                  1,425
                  1,500CS
                      for Lease termination
                  7/23/1998
                  12,000
                  0.5
                  120
                  5,880
                  6,000CS
                      for Debt
                  7/23/1998
                  80,000
                  0.5
                  800
                  39,200
                  40,000OPT
                      for Financing
                  9/24/1998
                  
                  
                  
                  
                  
                  180,000
                  
                  2,659CS
                      for Compensation
                  9/30/1998
                  9,000
                  0.5
                  90
                  4,410
                  4,500**Balance**September**30, 1998**
                  
                  **2,258,253**
                  
                  **22,583**
                  **907,933**
                  **930,516**
                  **180,000**
                  
                  **2,659**CS
                      for Debt, investment and expenses
                  10/12/1998
                  9,210
                  0.30
                  92
                  2,671
                  2,763CS
                      for Equipment
                  10/30/1998
                  600,000
                  0.3
                  6,000
                  174,000
                  180,000CS
                      for Cash
                  11/28/1998
                  5,000
                  0.2
                  50
                  950
                  1,000CS
                      for Officers' compensation
                  12/31/1998
                  30,858
                  0.44
                  309
                  13,191
                  13,500CS
                      for Directors' compensation
                  1/25/1999
                  16,500
                  0.25
                  165
                  3,960
                  4,125CS
                      for Officers' compensation
                  1/31/1999
                  8,572
                  0.35
                  86
                  2,914
                  3,000CS
                      for Officers' compensation
                  3/31/1999
                  24,000
                  0.25
                  240
                  5,760
                  6,000CS
                      for Consulting services
                  3/31/1999
                  6,000
                  0.25
                  60
                  1,440
                  1,500CS
                      for Consulting services
                  4/30/1999
                  32,000
                  0.28
                  320
                  8,640
                  8,960CS
                      for Officers' compensation
                  4/30/1999
                  12,000
                  0.28
                  120
                  3,240
                  3,360CS
                      for Consulting services
                  5/31/1999
                  73,333
                  0.25
                  733
                  17,600
                  18,333CS
                      for Consulting services
                  6/30/1999
                  34,353
                  0.25
                  344
                  8,244
                  8,588CS
                      for Officers' compensation
                  6/30/1999
                  50,000
                  0.16
                  500
                  7,500
                  8,000CS
                      for Consulting services
                  6/30/1999
                  95,833
                  0.16
                  958
                  14,375
                  15,333
 
 53
  **TREND
              MINING COMPANY**
 **(AN
              EXPLORATION STAGE COMPANY)**
 **NOTES
              TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
              30, 2005**
 **Issue
                      Date**
                  **Number
                      of**
                    **Shares**
                  **Price
                      per**
                    **Share**
                  **Common**
                    **Stock**
                    **Amount**
                  **Additional**
                    **Paid-in**
                    **Capital**
                  **Total**
                    **Amount**
                  **Number****of**
                    **Options**
                  **Number****of**
                    **Warrants**
                  **Value
                      of**
                    **Options/**
                    **Warrants**CS
                      for Consulting services
                  7/6/1999
                  5,000
                  0.25
                  50
                  1,200
                  1,250OPT
                      for Financing activities
                  7/22/1999
                  
                  
                  
                  
                  
                  50,000CS
                      for Mineral property option
                  7/27/1999
                  715,996
                  0.13
                  7,160
                  82,471
                  89,631CS
                      for Cash
                  7/29/1999
                  33,333
                  0.15
                  333
                  4,667
                  5,000CS
                      for Consulting services
                  7/30/1999
                  146,603
                  0.12
                  1,466
                  16,126
                  17,592CS
                      for Consulting services
                  7/31/1999
                  133,697
                  0.12
                  1,337
                  14,707
                  16,044CS
                      for Officers' compensation
                  7/31/1999
                  41,667
                  0.12
                  417
                  4,583
                  5,000CS
                      for Cash
                  8/4/1999
                  16,667
                  0.15
                  167
                  2,333
                  2,500CS
                      for Rent
                  8/9/1999
                  1,000
                  0.25
                  10
                  240
                  250OPT
                      for Financing activities
                  8/13/1999
                  
                  
                  
                  
                  
                  100,000CS
                      for Cash
                  8/15/1999
                  50,000
                  0.05
                  500
                  2,000
                  2,500CS
                      for Consulting services
                  8/17/1999
                  5,000
                  0.25
                  50
                  1,200
                  1,250CS
                      for Cash
                  8/17/1999
                  100,000
                  0.05
                  1,000
                  4,000
                  5,000CS
                      for Cash
                  8/26/1999
                  100,000
                  0.1
                  1,000
                  9,000
                  10,000CS
                      for Consulting services
                  8/31/1999
                  159,750
                  0.25
                  1,598
                  38,341
                  39,938CS
                      for Prepaid expenses
                  9/10/1999
                  50,000
                  0.33
                  500
                  16,000
                  16,500CS
                      for Cash
                  9/10/1999
                  50,000
                  0.1
                  500
                  4,500
                  5,000CS
                      for Cash
                  9/13/1999
                  200,000
                  0.05
                  2,000
                  8,000
                  10,000CS
                      for Consulting services
                  9/30/1999
                  80,053
                  0.26
                  801
                  20,013
                  20,814CS
                      for Officers' compensation
                  9/30/1999
                  133,333
                  0.26
                  1,333
                  33,334
                  34,667CS
                      for Consulting services
                  9/30/1999
                  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**CS
                      for Consulting services
                  10/4/1999
                  50,000
                  0.26
                  500
                  12,500
                  13,000CS
                      for Cash
                  10/22/1999
                  25,000
                  0.2
                  250
                  4,750
                  5,000CS
                      for Consulting services
                  10/31/1999
                  273,675
                  0.31
                  2,737
                  82,103
                  84,840CS
                      for Officers' compensation
                  11/30/1999
                  52,694
                  0.31
                  527
                  15,807
                  16,334CS
                      for Consulting services
                  11/30/1999
                  4,327
                  0.31
                  43
                  1,298
                  1,341CS,
                      OPT & WAR for Cash
                  12/31/1999
                  1,000,000
                  0.012
                  10,000
                  2,414
                  12,414
                  8,108,000
                  6,250,000
                  87,586CS
                      for Consulting services
                  12/31/1999
                  1,200
                  0.35
                  12
                  408
                  420CS
                      for Consulting services
                  1/4/2000
                  15,000
                  0.28
                  150
                  4,050
                  4,200CS
                      for Investments
                  1/15/2000
                  200,000
                  0.33
                  2,000
                  64,000
                  66,000CS
                      for Incentive fees
                  1/17/2000
                  65,285
                  0.33
                  653
                  20,891
                  21,544OPT
                      Expiration
                  1/22/2000
                  
                  
                  
                  
                  
                  -50,000
 
 54
 **TREND
              MINING COMPANY**
 **(AN
              EXPLORATION STAGE COMPANY)**
 **NOTES
              TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
              30, 2005**
  **Issue
                      Date**
                  **Number
                      of Shares**
                  **Price
                      per Share**
                  **Common
                      Stock Amount**
                  **Additional
                      Paid-in Capital**
                  **Total
                      Amount**
                  **Number
                      of Options**
                  **Number
                      of Warrants**
                  **Value
                      of Options/ Warrants**CS
                      for Cash
                  1/25/2000
                  14,286
                  0.35
                  143
                  4,857
                  5,000CS
                      for Cash from options
                  2/22/2000
                  1,000,000
                  0.142
                  10,000
                  131,900
                  141,900
                  -1,000,000
                  
                  -1,900CS
                      & OPT for Employees' compensation
                  2/25/2000
                  16,667
                  0.66
                  167
                  10,833
                  11,000
                  33,333
                  
                  3,070CS
                      for Consulting services
                  2/29/2000
                  10,000
                  0.72
                  100
                  7,100
                  7,200CS
                      for Mineral property
                  3/24/2000
                  50,000
                  1.03
                  500
                  51,000
                  51,500CS
                      for Cash from options
                  3/27/2000
                  2,500,000
                  0.142
                  25,000
                  329,750
                  354,750
                  -2,500,000
                  
                  -4,750CS
                      for Consulting services
                  3/31/2000
                  75,000
                  0.81
                  750
                  60,000
                  60,750CS
                      for Officers' compensation
                  3/31/2000
                  3,000
                  0.81
                  30
                  2,400
                  2,430CS
                      for Mineral property
                  4/4/2000
                  50,000
                  0.75
                  500
                  37,000
                  37,500CS
                      & OPT for Directors' compensation
                  4/11/2000
                  150,000
                  0.7
                  1,500
                  103,500
                  105,000
                  67,000
                  
                  12,750CS
                      for Deferred mineral property acquisition costs
                  5/8/2000
                  129,938
                  0.125
                  1,299
                  14,943
                  16,242CS
                      for Consulting services
                  5/15/2000
                  9,975
                  0.63
                  100
                  6,184
                  6,284CS
                      for Cash
                  6/26/2000
                  416,961
                  0.056
                  4,170
                  19,361
                  23,531CS
                      & WAR for Modification of stockholder agreement
                  6/26/2000
                  200,000
                  0.6
                  2,000
                  118,000
                  120,000
                  
                  200,000
                  30,000OPT
                      & WAR for Modification of stockholder agreement
                  6/27/2000
                  
                  
                  
                  
                  
                  1,729,762
                  1,729,761
                  14,641CS
                      for Cash from options
                  6/29/2000
                  1,597,588
                  0.064
                  15,976
                  86,740
                  102,716
                  -1,597,588
                  
                  -2,716CS
                      for Officers' compensation
                  6/30/2000
                  9,000
                  0.81
                  90
                  7,185
                  7,275CS
                      for Consulting services
                  6/30/2000
                  1,000
                  0.7
                  10
                  690
                  700OPT
                      Agreement Modification
                  7/7/2000
                  
                  
                  
                  
                  
                  -127,500CS
                      for Cash from options
                  7/14/2000
                  10,000
                  0.3
                  100
                  2,900
                  3,000
                  -10,000CS
                      for Cash from options
                  7/21/2000
                  1,800,000
                  0.122
                  18,000
                  201,060
                  219,060
                  -1,800,000
                  
                  -12,060CS
                      for Cash from options
                  7/26/2000
                  650,000
                  0.122
                  6,500
                  72,605
                  79,105
                  -650,000
                  
                  -4,355CS
                      for Officers' compensation
                  7/31/2000
                  3,000
                  1.24
                  30
                  3,690
                  3,720CS
                      for Cash from options
                  8/1/2000
                  50,000
                  0.15
                  500
                  7,000
                  7,500
                  -50,000CS
                      for Cash from options
                  8/1/2000
                  50,000
                  0.3
                  500
                  14,500
                  15,000
                  -50,000CS
                      for Cash from options
                  8/14/2000
                  90,000
                  0.122
                  900
                  10,053
                  10,953
                  -90,000
                  
                  -603CS
                      for Cash from options
                  8/24/2000
                  1,000,000
                  0.122
                  10,000
                  111,700
                  121,700
                  -1,000,000
                  
                  -6,700
  55
 **TREND
              MINING COMPANY**
 **(AN
              EXPLORATION STAGE COMPANY)**
 **NOTES
              TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
              30, 2005**
  **Issue
                      Date**
                  **Number
                      of Shares**
                  **Price
                      per Share**
                  **Common
                      Stock Amount**
                  **Additional
                      Paid-in Capital**
                  **Total
                      Amount**
                  **Number
                      of Options**
                  **Number
                      of Warrants**
                  **Value
                      of Options/ Warrants**CS
                      for Directors' compensation
                  8/25/2000
                  1,500
                  1
                  15
                  1,485
                  1,500CS
                      for Cash from options
                  8/31/2000
                  15,000
                  0.3
                  150
                  4,350
                  4,500
                  -15,000CS
                      for Officers' compensation
                  8/31/2000
                  1,000
                  1.13
                  10
                  1,120
                  1,130CS
                      for Cash from options
                  9/22/2000
                  1,200,174
                  0.122
                  12,002
                  134,720
                  146,722
                  -1,200,174
                  
                  -8,702CS
                      for Consulting services
                  9/22/2000
                  90,000
                  1.45
                  900
                  72,000
                  72,900CS
                      for Officers' compensation
                  9/30/2000
                  6,000
                  1.35
                  60
                  8,040
                  8,100Cash
                      for Warrants
                  9/30/2000
                  
                  
                  
                  
                  
                  
                  
                  10,000CS/
                      WAR Adjustment
                  9/30/2000
                  -5**Balance
                      September 30, 2000**
                  
                  **18,232,776**
                  
                  **182,328**
                  **3,296,897**
                  **3,479,225**
                  **127,833**
                  **8,179,761**
                  **118,920**CS
                      for Cash from options
                  10/10/2000
                  33,333
                  0.39
                  333
                  12,737
                  13,070
                  -33,333
                  
                  -3,070CS
                      for Consulting services
                  10/15/2000
                  10,000
                  1.15
                  100
                  11,400
                  11,500CS
                      for Officers' compensation
                  10/31/2000
                  3,000
                  1.3
                  30
                  3,870
                  3,900WAR
                      for Consulting services
                  11/1/2000
                  
                  
                  
                  
                  
                  
                  250,000
                  123,775CS
                      for Employees' compensation
                  12/6/2000
                  2,200
                  0.9
                  22
                  1,958
                  1,980CS
                      for Cash
                  12/20/2000
                  100,000
                  1
                  1,000
                  99,000
                  100,000WAR
                      for Consulting services
                  12/31/2000
                  
                  
                  
                  
                  
                  
                  180,000
                  46,746CS
                      for Consulting services
                  1/2/2001
                  10,000
                  1.35
                  100
                  13,400
                  13,500CS
                      for Cash
                  1/11/2001
                  47,000
                  1
                  470
                  46,530
                  47,000CS
                      for Consulting services
                  1/11/2001
                  3,407
                  1
                  34
                  3,373
                  3,407CS
                      for Consulting services
                  1/23/2001
                  604
                  1.1
                  6
                  658
                  664CS
                      for Cash
                  1/24/2001
                  25,000
                  1
                  250
                  24,750
                  25,000WAR
                      for Loan agreements
                  2/1/2001
                  
                  
                  
                  
                  
                  
                  285,000
                  76,551CS
                      for Cash
                  2/6/2001
                  20,000
                  1
                  200
                  19,800
                  20,000CS
                      for Consulting services
                  2/6/2001
                  483
                  1
                  5
                  478
                  483CS
                      for Directors' compensation
                  2/23/2001
                  75,000
                  0.85
                  750
                  63,000
                  63,750OPT
                      for Director, officer and employee compensation
                  2/23/2001
                  
                  
                  
                  
                  
                  1,200,000
                  
                  354,000WAR
                      for Loan agreements
                  3/12/2001
                  
                  
                  
                  
                  
                  
                  50,000
                  13,430WAR
                      Extension of exercise period
                  3/12/2001
                  
                  
                  
                  
                  
                  
                  
                  608,058CS
                      for Modification of contract
                  3/22/2001
                  3,000
                  0.78
                  30
                  2,310
                  2,340
  56
 **TREND
              MINING COMPANY**
 **(AN
              EXPLORATION STAGE COMPANY)**
 **NOTES
              TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
              30, 2005**
  **Issue
                      Date**
                  **Number
                      of Shares**
                  **Price
                      per Share**
                  **Common
                      Stock Amount**
                  **Additional
                      Paid-in Capital**
                  **Total
                      Amount**
                  **Number
                      of Options**
                  **Number
                      of Warrants**
                  **Value
                      of Options/ Warrants**CS
                      for Interest payments
                  4/3/2001
                  5,000
                  0.83
                  50
                  4,100
                  4,150CS
                      for Consulting Services
                  4/13/2001
                  967
                  0.98
                  10
                  938
                  948CS
                      for Mineral Property Expense
                  5/11/2001
                  1,000
                  0.85
                  10
                  840
                  850WAR
                      for Loan agreement
                  7/1/2001
                  
                  
                  
                  
                  
                  
                  185,000
                  45,079CS
                      for Services
                  7/31/2001
                  40,000
                  0.73
                  400
                  28,800
                  29,200CS
                      for Interest payments
                  8/8/2001
                  5,000
                  0.77
                  50
                  3,800
                  3,850WAR
                      Attached to note
                  8/16/2001
                  
                  
                  
                  
                  
                  
                  90,000
                  6,487CS
                      for Services
                  8/28/2001
                  3,700
                  0.3
                  37
                  1,063
                  1,100CS
                      for Loans Payable
                  8/31/2001
                  92,000
                  1
                  920
                  91,080
                  92,000CS
                      for Loans Payable
                  9/28/2001
                  42,500
                  1
                  425
                  42,075
                  42,500Options
                      Expired
                  
                  
                  
                  
                  
                  
                  -319,700**Balance
                      September 30, 2001**
                  
                  **18,755,970**
                  
                  **187,559**
                  **3,772,857**
                  **3,960,416**
                  **974,800**
                  **9,219,761**
                  **1,389,976**CS
                      for Note Payable
                  10/8/2001
                  25,000
                  1
                  250
                  24,750
                  25,000CS
                      for Payable
                  10/24/2001
                  12,536
                  0.55
                  126
                  6,769
                  6,895WAR
                      for Loan agreements
                  11/1/2001
                  
                  
                  
                  
                  
                  
                  129,445
                  9,876WAR
                      Cancelled
                  11/15/2001
                  
                  
                  
                  2,750
                  2,750
                  
                  -275,000
                  -2,750CS
                      for Financing expense
                  1/25/2002
                  64,429
                  0.45
                  644
                  28,349
                  28,993Interest
                      Expense forgiven by shareholders
                  1/30/2002
                  
                  
                  
                  42,950
                  42,950WAR
                      Issued
                  1/30/2002
                  
                  
                  
                  
                  
                  
                  180,000
                  21,660CS
                      for Financing expense
                  2/8/2002
                  18,000
                  0.4
                  180
                  7,020
                  7,200CS
                      for Services
                  2/8/2002
                  60,000
                  0.4
                  600
                  23,400
                  24,000CS
                      for Services
                  2/22/2002
                  20,000
                  0.4
                  200
                  7,800
                  8,000OPT
                      for Director, officer and employee compensation
                  3/12/2002
                  
                  
                  
                  
                  
                  307,800
                  
                  29,528Options
                      Expired
                  3/12/2002
                  
                  
                  
                  59,063
                  59,063
                  -196,863
                  
                  -59,063CS
                      for Mineral properties
                  3/20/2002
                  1,100,000
                  0.7
                  11,000
                  759,000
                  770,000CS
                      for Services
                  5/12/2002
                  32,500
                  0.7
                  325
                  22,425
                  22,750WAR
                      for Loan agreements
                  6/30/2002
                  
                  
                  
                  
                  
                  
                  113,413
                  23,816WAR
                      Expired
                  6/30/2002
                  
                  
                  
                  30,001
                  30,001
                  
                  -200,000
                  -30,001Options
                      Expired
                  7/19/2002
                  
                  
                  
                  
                  
                  -12,500CS
                      for Cash
                  9/30/2002
                  2,500,000
                  0.1
                  25,000
                  225,000
                  250,000**Balance
                      September 30, 2002**
                  
                  **22,588,435**
                  
                  **225,884**
                  **5,012,134**
                  **5,238,018**
                  **1,073,237**
                  **9,167,619**
                  **1,383,042**
  57
 **TREND
              MINING COMPANY**
 **(AN
              EXPLORATION STAGE COMPANY)**
 **NOTES
              TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
              30, 2005**
  **Issue
                      Date**
                  **Number
                      of Shares**
                  **Price
                      per Share**
                  **Common
                      Stock Amount**
                  **Additional
                      Paid-in Capital**
                  **Total
                      Amount**
                  **Number
                      of Options**
                  **Number
                      of Warrants**
                  **Value
                      of Options/ Warrants**Misc.
                      Common Stock Adjustment10/1/2002
                  29,555
                  0.01
                  296
                  296CS
                      for Cash
                  10/31/2002
                  4,550,000
                  0.1
                  45,500
                  409,500
                  455,000CS
                      for Services
                  10/31/2002
                  683,000
                  0.12
                  6,830
                  78,490
                  85,320CS
                      for Cash
                  11/12/2002
                  600,000
                  0.1
                  6,000
                  54,000
                  60,000CS
                      for Cash
                  12/4/2002
                  100,000
                  0.1
                  1,000
                  9,000
                  10,000CS
                      for Cash
                  1/14/2003
                  250,000
                  0.1
                  2,500
                  22,500
                  25,000CS
                      for Investments
                  1/14/2003
                  450,000
                  0.21
                  4,500
                  88,668
                  93,168CS
                      for Note payable
                  1/14/2003
                  369,160
                  0.1
                  3,692
                  33,224
                  36,916CS
                      for Services
                  1/14/2003
                  280,687
                  0.14
                  2,807
                  35,792
                  38,599CS
                      for Services
                  4/1/2003
                  142,592
                  0.21
                  1,426
                  28,574
                  30,000CS
                      for Services
                  4/11/2003
                  150,000
                  0.17
                  1,500
                  24,000
                  25,500CS
                      for Services
                  9/15/2003
                  400,000
                  0.14
                  4,000
                  53,841
                  57,841CS
                      for Director, officer and employee compensation
                  9/15/2003
                  1,350,656
                  0.1
                  13,507
                  122,149
                  135,656CS
                      for Services
                  9/30/2003
                  425,000
                  0.15
                  4,250
                  60,091
                  64,341CS
                      for Financing costs
                  9/30/2003
                  860,000
                  0.26
                  8,600
                  215,000
                  223,600**Balance
                      September 30, 2003**
                  
                  **33,229,085**
                  
                  **332,291**
                  **6,246,963**
                  **6,579,253**
                  **1,073,237**
                  **9,167,619**
                  **1,383,042**5/6/2004
                  250,000
                  0.2
                  2,500
                  47,500
                  50,000CS
                      for CashCS
                      for Cash
                  5/6/2004
                  250,000
                  0.2
                  2,500
                  47,500
                  50,000CS
                      for Cash
                  5/7/2004
                  550,000
                  0.2
                  5,500
                  104,500
                  110,000CS
                      for Cash
                  5/7/2004
                  250,000
                  0.2
                  2,500
                  47,500
                  50,000CS
                      for Cash
                  5/10/2004
                  50,000
                  0.2
                  500
                  9,500
                  10,000CS
                      for Cash
                  5/11/2004
                  157,500
                  0.2
                  1,575
                  29,925
                  31,500CS
                      for Cash
                  5/11/2004
                  17,500
                  0.2
                  175
                  3,325
                  3,500CS
                      for Investment
                  5/13/2004
                  125,000
                  0.2
                  1,250
                  23,750
                  25,000CS
                      for Cash
                  5/18/2004
                  50,000
                  0.2
                  500
                  9,500
                  10,000CS
                      for Cash
                  5/18/2004
                  45,000
                  0.2
                  450
                  8,550
                  9,000CS
                      for Cash
                  5/18/2004
                  5,000
                  0.2
                  50
                  950
                  1,000CS
                      for services
                  5/26/2004
                  140,000
                  0.35
                  1,400
                  47,600
                  49,000CS
                      for Director, officer and employee compensation
                  6/3/2004
                  180,000
                  0.2
                  1,800
                  34,200
                  36,000CS
                      for Services
                  6/9/2004
                  22,500
                  0.33
                  225
                  7,200
                  7,425CS
                      for Accounts Payable
                  8/20/2004
                  13,630
                  0.2
                  136
                  2,626
                  2,762CS
                      for Accounts Payable
                  8/20/2004
                  160,000
                  0.2
                  1,600
                  30,400
                  32,000CS
                      for Services
                  8/20/2004
                  150,000
                  0.2
                  1,500
                  28,500
                  30,000CS
                      for Accounts Payable
                  8/20/2004
                  26,500
                  0.25
                  265
                  6361
                  6626CS
                      for Accounts Payable
                  8/20/2004
                  60,000
                  0.25
                  600
                  14,307
                  14,907CS
                      for Accounts Payable
                  8/20/2004
                  20,000
                  0.25
                  200
                  4,800
                  5,000CS
                      for Accounts Payable
                  8/20/2004
                  166,000
                  0.25
                  1660
                  39,890
                  41,550CS
                      for Cash
                  9/9/2004
                  50,000
                  0.2
                  500
                  9,500
                  10,000Options
                      issued to officer and director
                  
                  
                  
                  
                  
                  
                  1,000,000
                  
                  95,000
  58
 **TREND
              MINING COMPANY**
 **(AN
              EXPLORATION STAGE COMPANY)**
 **NOTES
              TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
              30, 2005**
  **Issue
                      Date**
                  **Number
                      of Shares**
                  **Price
                      per Share**
                  **Common
                      Stock Amount**
                  **Additional
                      Paid-in Capital**
                  **Total
                      Amount**
                  **Number
                      of Options**
                  **Number
                      of Warrants**
                  **Value
                      of Options/ Warrants**Expired
                      options and warrants
                  
                  
                  
                  
                  503,774
                  503,774
                  -873,237
                  -299,445
                  -503,774Gain
                      on sale of internal securities
                  
                  
                  
                  
                  210,194
                  210,194**Balance
                      September 30, 2004**
                  
                  **35,967,715**
                  
                  **$359,677**
                  **$7,518,815**
                  **$7,878,492**
                  **1,200,000**
                  **8,868,174**
                  **$974,268**CS
                      for Accounts Payable
                  11/11/2004
                  10,000
                  0.38
                  100
                  3,700
                  3,800Warrants
                      for convertible debt
                  12/8/2004
                  
                  
                  
                  
                  
                  
                  750,000
                  93,825Options
                      for officer
                    and
                      director
                    compensation
                  12/31/04
                  
                  
                  
                  
                  
                  100,000
                  
                  19,000CS
                      for services
                  1/3/2005
                  50,000
                  0.23
                  500
                  11,000
                  11,500Expired
                      warrants
                  1/9/05
                  
                  
                  
                  
                  
                  
                  -90,000
                  -6,300Warrants
                      for convertible debt
                  1/27/2005
                  
                  
                  
                  
                  
                  
                  5,200,000
                  515,274Cancelled
                      warrants for convertible debt
                  1/27/2005
                  
                  
                  
                  
                  
                  
                  -750,000
                  -93,825CS
                      for services
                  2/23/2005
                  37,500
                  0.22
                  375
                  7,935
                  8,310CS
                      for services
                  2/25/2005
                  2,500
                  0.20
                  25
                  450
                  500Warrants
                      for convertible debt
                  3/22/2005
                  
                  
                  
                  
                  
                  
                  450,000
                  54,137CS
                      for financing costs
                  4/1/2005
                  210,000
                  0.32
                  2,100
                  70,350
                  72,450Expired
                      warrants
                  6/9/05
                  
                  
                  
                  
                  
                  
                  -40,000
                  -3,837Options
                      for officer
                    and
                      director
                    compensation
                  6/30/05
                  
                  
                  
                  
                  
                  200,000
                  
                  38,000CS
                      for Director, officer and employee compensation
                  7/1/2005
                  600,000
                  0.23
                  6,000
                  132,000
                  138,000Options
                      granted for
                    officer
                      and director
                    compensation
                  7/11/05
                  
                  
                  
                  
                  
                  650,000
                  
                  86,840Warrants
                      for
                    convertible
                      debt
                  7/28/05
                  
                  
                  
                  
                  
                  
                  1,400,002
                  85,265CS
                      for Director, officer and employee compensation
                  7/30/2005
                  17,817
                  0.22
                  178
                  3,822
                  4,000CS
                      for Accounts Payable
                  8/15/2005
                  23,108
                  0.24
                  231
                  5,419
                  5,650CS
                      for Director, officer and employee compensation
                  8/30/2005
                  16,701
                  0.24
                  167
                  3,833
                  4,000CS
                      for convertible debt
                  9/1/2005
                  264,124
                  0.2
                  2,641
                  49,761
                  52,402CS
                      for services
                  9/2/2005
                  76,477
                  0.22
                  765
                  16,062
                  16,827**Balance
                      September 30, 2005**
                  
                  **37,273,942**
                  
                  **$372,759**
                  **$8,004,292**
                  **$8,377,051**
                  **2,200,000**
                  **14,738,176**
                  **$1,762,647**
 
 See
            Note
            5 for summary disclosure of options and warrants outstanding.
  **NOTE
            5 -  COMMON STOCK OPTIONS AND WARRANTS**
  In
            accordance with SFAS 123, the Company utilizes the Black Scholes fair
            value
            model to value all options and warrant grants. Upon exercise of options
            and
            warrants, all common stock shares issued thereunder will have the same
            rights
            and privileges as other common stock outstanding.
  On
            February 23, 2001, the Company’s 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, directors and consultants. The
            plan will terminate on January 4, 2011. The exercise price of options
            granted
            under this plan may 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 terms,
            vesting schedule, transfer restrictions and expiration dates are to be
            determined by the Company’s board of directors.
 59
 **TREND
              MINING COMPANY**
 **(AN
              EXPLORATION STAGE COMPANY)**
 **NOTES
              TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
              30, 2005**
  In
            the
            Black-Scholes Option Price Calculations below, the Company used the following
            assumptions to estimate fair value: the risk-free interest rate of 5.0%;
            volatility of 78% - 91%; and a life of 3-5 years. The Company also assumed
            that
            no dividends would be paid on common stock.
  Electrum
            LLC/Tigris Financial Group Ltd.
  On
            December 29, 1999, the Company entered into a stock purchase agreement
            with
            Tigris Financial Group Ltd. (“Tigris”) 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 purchase
            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 (“Electrum”), an
            affiliate.
  Electrum
            exercised its option and acquired 3,500,000 shares of the Company’s common stock
            in February and March of 2000. Pursuant to the terms of the stock purchase
            agreement, Electrum received an option to purchase up to an additional
            4,608,000
            shares of common stock. This agreement was subsequently modified to enable
            Electrum to acquire up to an additional 1,597,588 shares at $0.062 per
            share and
            to acquire up to 4,740,174 shares at an exercise price of $0.115 per
            share. In
            addition, the option to purchase warrants was modified to enable Electrum
            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 warrants. In connection with its acquisition of
            those
            shares, Electrum has assigned 5,530,174 shares and 1,000,000 warrants
            to third
            parties.
  60
 **TREND
              MINING COMPANY**
 **(AN
              EXPLORATION STAGE COMPANY)**
 **NOTES
              TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
              30, 2005**
  Pursuant
            to certain loan agreements, the Company issued warrants to Electrum to
            acquire
            285,000 shares at $1.50 per share in February 2001, exercisable through
            September 30, 2003, warrants to acquire 50,000 shares at $1.50 per share
            in
            March 2001, exercisable through September 30, 2006, and warrants to acquire
            185,000 shares at $1.50 per share in July 2001, exercisable through September
            30, 2006. The Company also extended through September 30, 2006 the expiration
            dates of the 285,000 warrants, together with the warrants to acquire
            7,979,761
            shares. The fair values of the 285,000 warrants, 50,000 warrants, and
            the
            185,000 warrants estimated on their respective grant dates, as modified
            for the
            expiration date extension in the case of the 285,000 warrants, using
            the
            Black-Scholes Option Price Calculation, were $76,551, $13,430 and $45,079,
            respectively. The fair value of the modification to extend the expiration
            date,
            estimated as of the date of the modification for the 7,979,761 warrants,
            using
            the Black-Scholes Option Price Calculation, was $608,058, which was charged
            to
            financing expense.
  Pursuant
            to a 2002 agreement to readjust certain terms of loans and warrants, the
            Company borrowed an additional $150,000 from Electrum, and Electrum waived
            accrued interest owed by the Company as of January 29, 2002 totaling
            $37,384. In
            consideration of the additional loan and waiver, the Company issued to
            Electrum
            additional warrants to purchase 150,000 shares of common stock for $1.00
            per
            share through January 30, 2007. Electrum may, at its sole discretion,
            elect to
            be repaid the $150,000 loan by converting the amount outstanding into
            units of
            the Company’s securities, at the rate of one unit per $0.50 of loans converted.
            Each unit consists of one share of common stock and a warrant to purchase
            one share
            of
            common stock at a price of $0.50 per share, exercisable though January
            30, 2007.
            In addition, the Company and Electrum agreed to amend the prior loan
            agreements
            to reduce the conversion rate of the existing units, previously at a
            rate of one
            unit per $1.25 of loans converted to a rate of one unit per $0.50 of
            loans
            converted, and to reduce the exercise price of the warrants included
            in the
            units from $1.50 to $.50 per share. In addition, the exercise price of
            warrants
            included in the units to purchase a total of 520,000 shares of common
            stock,
            owned by Electrum, was reduced from a price of $1.50 per share to $1.00
            per
            share and the exercise term of each such warrant was extended for a period
            of
            one year.
  As
            of
            September 30, 2005 and 2004, Tigris and Electrum own approximately 15%
            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
            approximately 31% of the Company’s resultant (fully diluted) outstanding common
            stock.
  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 the agreement held by them.
 
 On
            February 12, 2004, the Company and Electrum and LCM Holdings reached an
            agreement to adjust both the conversion terms on approximately $900,000
            worth of
            debt outstanding to the Lenders and the exercise prices of related warrants.
            Per
            the terms of the agreement, the Lenders can convert each $1.25 of loans
            into a
            unit consisting of one share of common stock and one warrant. The warrant
            is
            exercisable for a period of five years from the date of conversion and
            is
            exercisable at a price of $1.50. Additionally, terms of existing outstanding
            warrants were modified which generally increased the exercise price and
            shortened the related expiration dates. These modifications had no financial
            statement impact for the period herein reported.
  61
 **TREND
              MINING COMPANY**
 **(AN
              EXPLORATION STAGE COMPANY)**
 **NOTES
              TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
              30, 2005**
  Furthermore,
            also on February 12, 2004, the Company reached an agreement with the
            Lenders
            concerning certain prior separate stock transactions which had benefited
            certain
            controlling shareholders. In compliance with the Securities and Exchange
            Rule
            16b, the shareholders remitted the gain of $210,194 to the Company.
 
 Other
            Issuances
 
 The
            Company issued 1,000,000 options with a strike price of $0.37 per share
            during
            the year ended September 30, 2004 to an officer and director. No warrants
            were
            issued in the current year.
  Following
            is a summary of stock options for the years ended September 30, 2005
            and
            2004:
 Number
                        of Shares
                    
                    Weighted
                        Average
                      Exercise
                        PriceOutstanding
                        at October 1, 2003
                    
                    
                    1,006,237
                    
                    $
                    0.87Granted
                    
                    
                    1,000,000
                    
                    
                    0.37Exercised
                    
                    
                    —
                    
                    
                    —Expired
                    
                    
                    (806,237
                    )
                    
                    0.80Outstanding
                        at September 30, 2004
                    
                    
                    1,200,000
                    
                    $
                    0.44Options
                        exercisable at September 30, 2004
                    
                    
                    700,000
                    
                    $
                    0.49Weighted
                        average fair value ofoptions
                        granted at September 30, 2004
                    
                    
                    
                    
                    $
                    0.19Outstanding
                        at October 1, 2004
                    
                    
                    1,200,000
                    
                    $
                    0.44Granted
                    
                    
                    1,000,000
                    
                    
                    0.30Exercised
                    
                    
                    —
                    
                    
                    —Expired
                    
                    
                    —
                    
                    
                    —Outstanding
                        at September 30, 2004
                    
                    
                    2,200,000
                    
                    $
                    0.37Options
                        exercisable at September 30, 2004
                    
                    
                    1,650,000
                    
                    $
                    0.39Weighted
                        average fair value ofoptions
                        granted at September 30, 2005
                    
                    
                    
                    
                    $
                    0.30
  62
 **TREND
              MINING COMPANY**
 **(AN
              EXPLORATION STAGE COMPANY)**
 **NOTES
              TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
              30, 2005**
  Total
                      compensation costs related to non-vested
                      stock options as of September 30, 2005
                  
                  
                  $84,760Weighted
                      average period of nonvested stock options as of September 30,
                      2005
                  
                  
                  14 months
 
 Following
            is a summary of warrants outstanding at September 30, 2005:
 
 Number
                      of Warrants
                  
                  
                  Strike
                      Price
                  
                  Expiration
                      Date7,954,761
                  
                  
                  $
                      0.40
                  
                  9/30/2006520,000
                  
                  
                  $
                      1.00
                  
                  9/30/2007150,000
                  
                  
                  $
                      1.00
                  
                  1/30/2007113,413
                  
                  
                  $
                      1.00
                  
                  5/31/20071,733,333
                  
                  
                  $
                       .50
                  
                  1/27/20102,166,667
                  
                  
                  $ 
                      .25
                  
                  2/21/2006200,000
                  
                  
                  $ 
                      .50
                  
                  3/22/2010250,000
                  
                  
                  $ 
                      .25
                  
                  2/21/2006825,002
                  
                  
                  $ 
..05
                  
                  2/21/2006825,002
                  
                  
                  $ 
..50
                  
                  1/27/201014,738,178
  **NOTE
            6 -  RELATED PARTY TRANSACTIONS**
  Calumet
            Mining Company
  The
            Company sold its Pyramid Mine claims on November 12, 2001 to Calumet
            Mining
            Company (nka Western Goldfields, Inc.), a related party, for 50,000 (25,000
            post-split) shares of common stock of Calumet Mining Company, which were
            valued
            at $500. The Company retained a 1.5% net smelter return production royalty
            interest in the Pyramid Mine. See Notes 3 and 8. At the time of the transaction,
            the two companies shared common board members and officers.
 
 Notes
            Payable - Shareholders
  The
            following is a listing of loan amounts (all of which are unsecured) due
            to
            related parties (all of whom are shareholders of Trend Mining Company)
            and the
            dates that these loans were made to the Company:
  63
 **TREND
              MINING COMPANY**
 **(AN
              EXPLORATION STAGE COMPANY)**
 **NOTES
              TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
              30, 2005** 
  September
                              30,2005
                          
                          
                          2004Name
                          
                          
                          Date
                          
                          
                          Amount
                          
                          
                          AmountElectrum
                              LLC
                          
                          
                          11/6/2000
                          
                          $
                          35,000
                          
                          $
                          35,00012/4/2000
                          
                          
                          100,000
                          
                          
                          100,00012/18/2000
                          
                          
                          50,000
                          
                          
                          50,0001/26/2001
                          
                          
                          50,000
                          
                          
                          50,0003/15/2001
                          
                          
                          50,000
                          
                          
                          50,0004/10/2001
                          
                          
                          50,000
                          
                          
                          50,0005/4/2001
                          
                          
                          50,000
                          
                          
                          50,0006/4/2001
                          
                          
                          50,000
                          
                          
                          50,0007/3/2001
                          
                          
                          85,000
                          
                          
                          85,0001/31/2002
                          
                          
                          150,000
                          
                          
                          150,000670,000
                          
                          
                          670,000LCM
                              Holdings, LLC
                          
                          
                          10/26/2001
                          
                          
                          50,000
                          
                          
                          50,00011/1/2001
                          
                          
                          10,000
                          
                          
                          10,00011/15/2001
                          
                          
                          30,000
                          
                          
                          30,00011/28/2001
                          
                          
                          29,445
                          
                          
                          29,4455/7/2002
                          
                          
                          60,000
                          
                          
                          60,0005/22/2002
                          
                          
                          35,000
                          
                          
                          35,0006/14/2002
                          
                          
                          18,412
                          
                          
                          18,412232,857
                          
                          
                          232,857Berger
                          
                          
                          8/28/2001
                          
                          
                          90,000
                          
                          
                          90,00010/2/2001
                          
                          
                          10,000
                          
                          
                          10,000100,000
                          
                          
                          100,000Buchanan
                          
                          
                          1/8/2002
                          
                          
                          30,000
                          
                          
                          30,000Loucks
                          
                          
                          7/1/2005
                          
                          
                          100,000
                          
                          
                          —7/14/2005
                          
                          
                          50,000
                          
                          
                          —7/15/2005
                          
                          
                          300,000
                          
                          
                          —8/15/2005
                          
                          
                          150,000
                          
                          
                          —600,000
                          
                          
                          —Wu
                          
                          
                          8/15/2005
                          
                          
                          31,000
                          
                          
                          —NW
                              Exploration
                          
                          
                          8/15/2005
                          
                          
                          29,000
                          
                          
                          —Total
                              notes payable - shareholders
                          
                          
                          
                          
                          $
                          1,692,857
                          
                          $
                          1,032,857
  64
 **TREND
                MINING COMPANY**
 **(AN
                EXPLORATION STAGE COMPANY)**
 **NOTES
                TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
                30, 2005**
  The
            loans
            from Electrum, LCM Holdings, Berger and Buchanan bear interest at 8%
            per annum
            and are due upon the Company’s completion of a private equity placement and
            concurrently and proportionally
            with any amounts repaid to Electrum or any others having provided loan
            facilities of this type to the Company.
 
 The
            loans
            from Mr. Loucks, Mr. Wu, and NW Exploration (a Company owned by Mr. Wu)
            bear
            interest at 8% per annum and are due on demand. Subsequent to September
            30,
            2005, the amounts owing to Mr. Wu and NW Exploration were repaid in full
            and the
            Company issued 60,000 and 6,000 shares of common stock to Mr. Loucks
            and Mr. Wu,
            respectively.
 
 Investments
  In
            January 2003, the Company issued 450,000 shares of its common stock to Mr.
            John Ryan, the Company’s chief financial officer, in exchange for 18,334 shares
            of common stock in Cadence Resources Corporation and 35,000 shares of
            common
            stock in Western Goldfields, Inc. Mr. Ryan is also an officer of Cadence
            Resources Corporation and Western Goldfields, Inc.
  In
            July
            and September 2003, the Company sold 5,000 and 13,000 shares respectively
            of its
            Western Goldfields common stock to Cadence Resources for $19,000
            cash.
 
 In
            September 2003, the Company transferred 12,000 shares of its Western
            Goldfields
            common stock to Mr. David Mooney, its chief geologist, for services valued
            at
            $23,400.
 
 Employment
            Agreements
  In
            July
            2000, the Company entered into an employment agreement with Mr. John
            Ryan, the
            then chief financial officer, secretary and treasurer of the Company,
            under
            which Mr. Ryan was to receive 3,000 shares per month of Trend common stock
            as compensation for his services. When Mr. Ryan resigned in December 2000,
            this agreement was terminated. In July 2001, Mr. Ryan was again designated
            as
            the Company’s chief financial officer, secretary and treasurer. A revised
            employment agreement was reached in September 2002 where Mr. Ryan receives
            $3,000 per month, which amount was augmented to $4,000 per month in July
            of
            2005. Mr. Ryan took stock in lieu of cash for July and August 2005, and
            then the
            Company reverted to paying Mr. Ryan in cash on September 1, 2005. If
            the Company
            is unable to pay the salary in cash, then Mr. Ryan has the option to
            receive
            $4,000 worth of the Company’s common stock at the prevailing rate of which
            shares are or were most recently sold by the Company. As of September
            30, 2005
            and 2004, respectively, $4,000 and $0 were owed to Mr. Ryan under this
            agreement.
  65
 **TREND
                  MINING COMPANY**
 **(AN
                  EXPLORATION STAGE COMPANY)**
 **NOTES
                  TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
                  30, 2005**
 In
            January 2003, the Company issued 35,000 shares of common stock to Mr.
            Michael
            Sharratt, a director of the Company, for services rendered under an agreement
            with the Company.
 
 The
            president and chief executive officer, Thomas Loucks has been employed
            by the
            Company for the past year. Although there is no formal agreement, the
            Company
            has paid Mr. Loucks $6,500 per month, through September 2005 when his
            salary
            increased to $10,000 per month.
 
 Other
            Related Party Transactions
 
 In
            March
            2005, Mr. Ryan personally paid on behalf of the Company consulting fees
            owed to
            an outside consultant. The Company has recorded that amount in “accounts
            payable, related parties”,
            in the financial
            statements.
 
 
 **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
            double-declining balance method over the expected useful lives of three
            to seven
            years.
  The
            following is a summary of property, equipment, and accumulated
            depreciation.
  
 September
                      30,
                    2005
                  
                  September
                      30,
                    2004Furniture,
                      Equipment, and Vehicles
                  
                  $
                  46,546
                  
                  $
                  37,389Less:
                      Accumulated Depreciation
                  
                  
                  (34,388
                  )
                  
                  (30,758
                  )$
                  12,159
                  
                  $
                  6,631
 
 **NOTE
            8 - CONVERTIBLE DEBT**
 
 2004 **** Convertible
            Bridge Loans
 On
            December 8, 2004, the Company sold, in anticipation of a larger subsequent
            offering, three year notes in the amount of $250,000 which are convertible
            into
            common shares of the Company at the rate of one share for each $0.30
            of
            principal and interest. In addition, the note holders received warrants
            which
            allow them to purchase an additional 750,000 common shares of the company
            at
            varying prices between $0.25 and $0.50 per share. The fair value of the
            warrants
            was estimated using the Black Scholes Option Price Calculation. The following
            assumptions were made to value the warrants: strike prices of $0.25 and
            $0.50,
            risk free interest rate of 5%, expected lives of one to five years, and
            expected
            volatility of 78% with no dividends expected to be issued. The value
            of the
            warrants totaled $93,825 at the issuance date and were recorded on the
            balance
            sheet as a debt discount. Additionally, the conversion feature of the
            notes
            resulted in a beneficial conversion amount of $77,158.
 66
 **TREND
                  MINING COMPANY**
 **(AN
                  EXPLORATION STAGE COMPANY)**
 **NOTES
                  TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
                  30, 2005**
  Following
              guidance provided by EITF 00-27 the Company allocated proceeds first
              to the
              warrants granted the note holders. The value of the warrants and the
              beneficial
              conversion feature are recorded on the balance sheet as a debt discount
              and as
              an increase to shareholders equity. The discounts are being amortized
              over three
              years, the life of the loan. The Company paid financing fees of approximately
              $53,000 in connection with the offering; these fees are being amortized
              over
              three years, the life of the loan.
 
 As
            of
            March 31, 2005, these loans were retired upon finalizing of the anticipated
            subsequent debt offering (See 2005 - Convertible Debt below) and the
            related
            debt discount amounts have been incorporated into that offering. Additionally,
            the warrant and beneficial conversion features recorded in the equity
            section of
            the financial statements were cancelled and the values added to additional
            paid-in capital on the balance sheet.
 
 2005
            -
            Convertible Debt
 In
              January 2005, the Company completed a private placement of secured,
              convertible
              promissory notes in the amount of $1,300,000. This offering retired,
              replaces
              and supersedes the terms of the $250,000 offering of December 8, 2004.
              As part
              of this offering, the Company issued promissory notes (“Notes”) due on January
              28, 2008, bearing interest at a rate per annum equal to the “prime rate,” plus
              3% percent but not less than 10%, with principal and interest payable
              monthly
              starting June 1, 2005. The promissory notes are convertible into shares
              of the
              Company’s common stock at a rate of one share for each $0.30 of principal and
              interest outstanding. Additionally the Company issued two series of
              warrants
              (Class A and Class B) with the promissory notes. The Class A warrants
              allow for
              the purchase of up to 1,733,333 shares of the Company’s common stock at an
              exercise price of $0.50 per share and Class B warrants allow for the
              purchase of
              up to 2,166,667 shares of common stock at an exercise price of $0.25
              per share.
              The Class A warrants have a maturity of five years and the Class B
              warrants
              expire 120 days after the Company files a registration statement registering
              the
              shares issuable upon conversion of the notes and exercise of the
              warrants.
 
 In
              addition to the warrants issued to the investors, the Company also
              issued to
              Ghillie Finanz, Class A and Class B warrants and paid them approximately
              $169,000 in cash as a finders fee in relation to the convertible debentures.
              The
              Class A warrants allow for the purchase of up to 650,000 shares of
              the Company’s
              common stock at an exercise price of $0.50 per share and Class B warrants
              allow
              for the purchase of up to 650,000 shares of common stock at an exercise
              price of
              $0.25 per share. The Class A warrants have a maturity of five years
              and the
              Class B warrants expire 120 days after the Company files a registration
              statement registering the shares issuable upon conversion of the notes
              and
              exercise of the warrants. The value of the warrants and financing fees
              paid are
              being amortized over the life of the convertible debt and the amortized
              amounts
              are included in financing expenses in the financial statements.
 
 In
              March
              2005, the Company completed a private placement of secured, convertible
              promissory notes in the amount of $150,000. As part of this offering,
              the
              Company issued promissory notes due on January 28, 2008, bearing interest
              at a
              rate per annum equal to the “prime rate,” plus 3% percent but not less than 10%,
              with principal and interest payable monthly starting June 1, 2005.
              The
              promissory notes are convertible into shares of the Company’s common stock at a
              rate of one share for each $0.30 of principal and interest outstanding.
              Additionally, the Company issued two series of warrants (Class A and
              Class B)
              with the promissory notes. The Class A warrants allow for the purchase
              of up to
              200,000 shares of the Company’s common stock at an exercise price of $0.50 per
              share and Class B warrants allow for the purchase of up to 250,000
              shares of
              common stock at an exercise price of $0.25 per share. The Class A warrants
              have
              a maturity of five years and the Class B warrants expire 120 days after
              the
              Company files a registration statement registering the shares issuable
              upon
              conversion of the notes and exercise of the warrants.
 
 In
              July
              2005, the Company completed a private placement of secured, convertible
              promissory notes in the amount of $350,000. As part of this offering,
              the
              Company issued promissory notes due on January 28, 2008, bearing interest
              at a
              rate per annum equal to the “prime rate,” plus 3% percent but not less than 10%,
              with principal and interest payable monthly starting July 1, 2005.
              The
              promissory notes are convertible into shares of the Company’s common stock at a
              rate of one share for each $0.30 of principal and interest outstanding.
              Additionally, the Company issued two series of warrants (Class A and
              Class B)
              with the promissory notes. The Class A warrants allow for the purchase
              of up to
              466,667 shares of the Company’s common stock at an exercise price of $0.50 per
              share and Class B warrants allow for the purchase of up to 583,333
              shares of
              common stock at an exercise price of $0.25 per share. The Class A warrants
              have
              a maturity of five years and the Class B warrants expire 120 days after
              the
              Company files a registration statement registering the shares issuable
              upon
              conversion of the notes and exercise of the warrants.
 
 In
              addition to the warrants issued to the investors, the Company also
              issued to
              Ghillie Finanz, Class A and Class B warrants and paid them approximately
              $45,000
              in cash as a finders fee in relation to the convertible debentures.
              The Class A
              warrants allow for the purchase of up to 175,001 shares of the Company’s common
              stock at an exercise price of $0.50 per share and Class B warrants
              allow for the
              purchase of up to 175,001 shares of common stock at an exercise price
              of $0.25
              per share. The Class A warrants have a maturity of five years and the
              Class B
              warrants expire 120 days after the Company files a registration statement
              registering the shares issuable upon conversion of the notes and exercise
              of the
              warrants. The value of the warrants and financing fees paid are being
              amortized
              over the life of the convertible debt and the amortized amounts are
              included in
              financing expenses in the financial statements.
 
 67
 **TREND
                  MINING COMPANY**
 **(AN
                  EXPLORATION STAGE COMPANY)**
 **NOTES
                  TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
                  30, 2005**
 As
            of
            September 30, 2005, the Company has paid $167,188 in principal, and $81,965
            in
            interest on these notes in cash and common stock. At September 30, 2005
            the
            Company is showing the principal value of the debt, less the unamortized
            debt
            discounts of approximately $895,047 as the carrying value of the debt.
            The
            Company has accrued approximately $8,144 of accrued interest related
            to these
            notes as of September 30, 2005.
 
 
 **NOTE
            9 -  COMMITMENTS AND CONTINGENCIES**
  Lease
            Agreement
 
 In
            July
            2005 the company entered into a lease agreement for one year for office
            facilities in Littleton, Colorado. The office lease requires monthly
            payments of
            $2,100 and expires June 30, 2006. During the year ended September 30,
            2005, the
            Company paid $6,300, with an additional $18,900 payable under terms of
            the
            lease.
 
 In
            August 2004, the Company relocated to Colorado, and entered into a lease
            agreement for office facilities in Littleton. The office lease required
            monthly
            payments of $1,153 and expires July 31, 2005. During the years ended
            September
            30, 2004, and 2005, the Company paid approximately $2,300 and $11,530,
            respectively, under the terms of the lease.
  Consulting
            Agreements
 See
            Note
            6 for related party consulting agreements.
  Mineral
            Properties
 In
            order
            to retain its Peter Lake Claims in Saskatchewan, Canada, the Company
            had to
            fulfill exploration commitments totaling by December of 2004. At September
            30,
            2005 the Company had fulfilled the commitments and retained its claim.
            Additionally, the claims are revalidated for the prior year and extended
            for the
            coming year.
  68
 **TREND
                    MINING COMPANY**
 **(AN
                    EXPLORATION STAGE COMPANY)**
 **NOTES
                    TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
                    30, 2005**
 Legal
            Proceedings
  In
              May,
              2002, one of the Company’s vendors, Nevada Southwest Investments LLC, obtained a
              judgment in the Second Judicial District, Washoe County, Nevada to
              collect
              $18,574 due under a rental lease agreement for office space the Company
              chose to
              vacate. The judgment bears interest at 18% until paid in full. Included
              in the
              accounts payable balance as of September 30, 2005 is approximately
              $27,000
              related to this judgment. The Company negotiated with the creditor
              to make
              suitable payment arrangements to pay this judgment over time. The creditor
              had
              scheduled a debtor’s hearing in the early part of 2004 but the hearing was
              cancelled and not rescheduled. On November 15, 2005, the Company was
              able to
              settle in final terms and paid $25,250.
  On
            August
            24, 2005, a complaint was filed against the Company in the United States
            District Court for the Eastern District of New York, seeking $52,500
            in legal
            fees, under Section 16(b) of the Securities Exchange Act of 1934, which
            were
            allegedly incurred in connection with the Company's recovery of alleged
            short-swing trading profits from an insider of the Company. The case
            was
            dismissed with prejudice on or about November 29, 2005, pursuant to a
            compromise
            and settlement under which the Company paid plaintiff the sum of $26,250.
            The
            Company has included the settlement in "accounts payable" on the balance
            sheet
            and recorded the expense as "settlement expense" on the statements of
            operations.
 
 
 **NOTE
            10 -  CONCENTRATION**
  The
            Company has significantly relied on Mr. Thomas Kaplan and various associated
            entities of Mr. Kaplan, as well as Mr. Howard Schraub and various associated
            entities, for operating capital.
 
  **NOTE
            11 -  SUBSEQUENT EVENTS**
 
 Included
            in the September 30, 2005 and 2004 financial statements is $73,000 of
            accrued
            wages owing to Mr. David Mooney, the former chief geologist for the Company.
            In
            October 2005, the Company and Mr. Mooney agreed to a settlement of $25,000,
            with
            the remaining amount of the debt to be forgiven.
 
 On
            November 1, 2005, the Company entered into an employment agreement with
            Mr.
            Thomas Loucks, the president and chief executive officer, for a term
            of one
            year, which can be extended each year for a period of one year. Under
            the
            agreement the Company Mr. Loucks will be paid $120,000 per year, or $10,000
            per
            month.
 
 Subsequent
            to the date of the financial statements, the Company finalized the agreement
            to
            sell its 30% interest in the Andacollo Mine in Chile. The amount to be
            repaid to
            the Company was $122,976. On December 9, 2005, the amount was paid to
            the
            Company.
 
 On
            December 6, 2005, the Company sold in private placement, 1,500,000 shares
            of the
            Company’s common stock for $0.10 per share, or $150,000.
 
 69
 **TREND
                    MINING COMPANY**
 **(AN
                    EXPLORATION STAGE COMPANY)**
 **NOTES
                    TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
                    30, 2005**
 See
            notes
            3 and 6 for additional subsequent events.
 
 **NOTE
            12 -  CORRECTION OF AN ERROR**
  The
            accompanying financial statements for September 30, 2004, have been restated
            to
            correct an error in the accounting for the gain on sale of internal securities.
            The effect of the restatement was to increase additional paid-in capital
            by
            $210,194 and to increase the net loss and accumulated deficit at September
            30,
            2004 by $210,194 ($0.01per share). See Note 4.
 
 
 
 
  70
  **ITEM
          8.**  **CHANGES
          IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.**
  There
        have been no disagreements with accountants on accounting and financial
        disclosures from the inception of the Company through the date of this Annual
        Report.
 
 **ITEM
        8A. CONTROLS AND PROCEDURES.**
 
 The
        Company conducted an evaluation, under the supervision and with the
        participation of the Company's Chief Executive Officer and Chief Financial
        Officer, of the effectiveness of the design and operation of the Company's
        disclosure controls and procedures, as defined in rules promulgated under
        the
        Securities Exchange Act of 1934, as amended, as of September 30, 2005. Based
        upon the evaluation, the Chief Executive Officer and the Chief Financial
        Officer
        have concluded that these disclosure controls and procedures are
        effective.
 
 There
        have been no changes in the Company's internal controls over financial reporting
        during the year ended September 30, 2005 that has materially affected or
        is
        reasonably likely to materially affect the Company's internal controls over
        financial reporting.
  71
 
 
 **PART
        III**
  **ITEM
        9.**  **DIRECTORS
        & EXECUTIVE OFFICERS** ****
  All
        directors are elected for a one year term OR until their replacement is elected
        or named.
 
 Nominee
              Principal
                  Occupations and Business Experience
                During
                  the Past Five YearsJ.
                  Michael Sharratt
                Age
                  76
              Mr.
                  Sharratt became a member of the board directors in August, 2000
                  and served
                  as the Company’s chairman until May 2004. At that time, Mr. Sharratt
                  resigned as chairman but continues to serve on the board of directors.
                  Mr.
                  Sharratt is a platinum-group explorationist with direct hands-on
                  experience involving North America’s most important platinum mineral group
                  deposit. Since 2000, he has been the president of Platina Minerals
                  LLC, a
                  private company that provides mineral consulting services. Prior
                  to
                  joining the Company, Mr. Sharratt was a mineral consultant from
                  1998 to
                  2000. Mr. Sharratt served as vice chairman, from 1994 to 1997,
                  and from
                  1992 to 1994 as president, of Stillwater Mining Company. From 1976
                  to
                  1992, he also served as vice president and senior director of Mining
                  and
                  Minerals for Manville Corp., the co-developer of the Stillwater
                  platinum/palladium mine in Montana. While he was with Manville
                  Corp., Mr.
                  Sharratt was a principal figure in the exploration and development
                  of the
                  Stillwater mining complex, the largest platinum group metals operation
                  in
                  North America. In addition to the evaluation and development of
                  Stillwater, Mr. Sharratt’s responsibilities ultimately included all of
                  Manville’s mineral exploration projects worldwide and oversight
                  responsibility for the ore development at nine operating mines
                  in six
                  countries. Mr. Sharratt is a member of the International Precious
                  Metals
                  Institute, where he serves as a director, as well as the Canadian
                  Institute of Mining and Metallurgy and the Society of Mining
                  Engineers.Jeffrey
                  M. Christian
                Age
                  49
              Mr.
                  Christian was elected to the board of directors in August 2000.
                  Mr.
                  Christian is the managing director of CPM Group, which he and several
                  associates created in June 1986, in a leveraged buyout of the Goldman
                  Sachs Commodities Research Group made up of the creators of CPM
                  Group. As
                  managing director, Mr. Christian is responsible for the total operation
                  of
                  CPM Group, supervising a respected group of analysts, investment
                  bankers
                  and dealers dedicated to precious metals and commodities market
                  research,
                  consulting, and investment banking. He is actively engaged in the
                  products
                  research group of CPM Group, taking primary responsibility for
                  the
                  long-term (10 year) projections for the precious metals and copper
                  markets. Mr. Christian has a Bachelors of Journalism from the University
                  of Missouri and has engaged in post-graduate non-degree studies
                  in
                  econometrics, international economics and finance, and international
                  political science. Mr. Christian is a director of Cadence Resources
                  Corporation, a publicly traded oil, gas and mineral exploration
                  company,
                  and chief financial officer and director of North American Emerald
                  Mines,
                  Inc.
   72
 Bobby
                  E. Cooper
                Age
                  59
              Mr.
                  Cooper became a director of the Company in July 2002. Mr. Cooper
                  has over
                  thirty years of mining industry experience. Prior to retiring in
                  1997, he
                  was the chief executive officer and president of Kennecott Corporation,
                  a
                  wholly-owned subsidiary of Rio Tinto (RTZ), both mining companies.
                  Before
                  being named chief executive officer and president, Mr. Cooper held
                  various
                  other positions with Kennecott since 1983, including chief operating
                  officer and vice president of U.S. Mines. Mr. Cooper is currently
                  a
                  director of 3L&T Corp., a private chemical company.Thomas
                  Loucks
                Age
                  56
              Mr.
                  Loucks became president and chief executive officer of the Company
                  in
                  June, 2004 and a member of the board in August 2004. He worked
                  as an
                  independent consultant to junior mining and other resource companies
                  from
                  July 2000 until joining the Company. From 1991 until June, 2000
                  he was the
                  executive vice president and treasurer at Royal Gold, Inc. From
                  August
                  1988 until 1991, Mr. Loucks was Vice President of Corporate Development
                  of
                  Royal Gold. From August 1985 until August 1988, Mr. Loucks was
                  a business
                  development analyst with Newmont Mining Company. Mr. Loucks is
                  a member of
                  the Society of Economic Geologists, Inc. and the Society of Economic
                  Geologists Foundation, Inc. He has a B.A. and an M.A. in geology
                  from
                  Dartmouth College and an M.B.A. from Stanford
                  University.John
                  P. Ryan
                Age
                  43
              Mr.
                  Ryan has served as our chief financial officer (“CFO”), secretary,
                  treasurer and as a director since August 2000. Mr. Ryan is a degreed
                  mining engineer. Mr. Ryan has served as the vice president of corporate
                  development for Cadence Resources Corporation since September 1996,
                  and is
                  also currently serving as the secretary and a director of Cadence.
                  Cadence
                  is a publicly traded oil exploration and production company. Since
                  February 2004, he has served as an officer and director of White
                  Mountain
                  Titanium Corporation, a publicly traded mining exploration company.
                  Other
                  companies with which Mr. Ryan holds an officer and/or director
                  position
                  include Bio-Quant, Inc., Nevada-Comstock Mining Company, GreatWall
                  Gold
                  Corporation, High Plains Uranium, Inc., Sundance Diamonds Corporation
                  and
                  Dotson Exploration Company. Many of these companies have only minimal
                  activity and require only a small amount of Mr. Ryan’s time. Mr. Ryan is a
                  former U.S. Naval Officer and obtained a B.S. in Mining Engineering
                  from
                  the University of Idaho and a Juris Doctor from Boston College
                  Law
                  School.Ishiung
                  J. Wu
                Age
                  59
              Dr.
                  Wu became a director of the Company in August 2000. He is currently
                  the
                  president of GreatWall Gold Corporation., an exploration company
                  focused on mineral development in China. Since January 1992, he
                  has been
                  the president of IW Exploration Co., a privately held company engaged
                  in
                  mineral exploration ventures and capital management. From January
                  1992 to
                  January 1995, Dr. Wu was a consultant and project manager in the
                  United
                  States and overseas for various mineral exploration programs involving
                  private and public entities. From January 1995 to January 2002,
                  Dr. Wu was
                  a director and vice president of Exploration of General Minerals
                  Corp., a
                  natural resources public company of which he was a co-founder.
                  From June
                  2002 to August 2003, Dr. Wu was a director and president of Mammoth
                  Gold
                  Corp and director and vice president of Exploration for Alaska
                  Gold Mines,
                  Inc., a mineral exploration company in Canada. From January 2000
                  to
                  January 2002, Dr. Wu was also chairman of Xinjiang Towerbeck Mineral
                  Joint
                  Venture, a Chinese-Canadian joint venture for gold exploration
                  and mining
                  activities at Towerbeck gold deposit in Central Asian Gold Belt.
                  Dr. Wu
                  has over thirty years experience in mineral exploration management.
                  Dr. Wu
                  holds an M.A. (1971) and Ph.D. (1975) in economic geology both
                  from
                  Harvard University, where he was a Teaching Fellow in Geology from
                  1971 to
                  1973. He is also a Fellow of the Society of Economic
                  Geologists.
 
 73
  **Section
        16(a) Beneficial Ownership Reporting Compliance**
  Section
        16(a) of the Securities Exchange Act of 1934 requires certain defined persons
        to
        file reports of and changes in beneficial ownership of a registered security
        with the Securities and Exchange Commission and the National Association
        of
        Securities Dealers in accordance with the rules and regulations promulgated
        by
        the Commission to implement the provisions of Section 16. Under the regulatory
        procedure, officers, directors, and persons who own more than ten percent
        of a
        registered class of a company’s equity securities are also required to furnish
        the Company with copies of all Section 16(a) forms they file.
  To
        the
        Company’s knowledge, based solely on a review of the copies of Forms 3 and 4
        furnished to the Company during the 2005 fiscal year and Forms 5 furnished
        to
        the Company with respect to fiscal 2005, the Company’s officers, directors and
        greater than 10% beneficial owners complied with all Section 16(a) filing
        requirements except as follows: Mr. Loucks failed to timely file four Form
        4s,
        on February 16, 2005 reporting 5 transactions, on October 20, 2005 reporting
        3
        transactions, on December 5, 2005 reporting 1 transaction, and on January
        11,
        2005 reporting 2 transactions, and one Form 3 filed on February 16, 2005
        reporting 4 transactions; Mr. Wu failed to timely file two Form 4s on August
        29,
        2005 reporting 5 transactions and on December 8, 2005 reporting 1 transaction;
        Mr. Cooper failed to timely file two Form 4s on August 29, 2005 reporting
        1
        transaction and on December 13, 2005 reporting 2 transactions; Mr. Sharratt
        failed to timely file two Form 4s on August 29, 2005 reporting 1 transaction
        and
        on December 6, 2005 reporting 1 transaction; Mr. Christian failed to timely
        file
        two Form 4s on November 18, 2005 reporting 2 transactions and on December
        9,
        2005 reporting 1 transaction; and Mr. Ryan failed to timely file one Form
        4 on
        January 13, 2006 reporting 2 transactions.
  **Code
        of Ethics**
  The
        Company has adopted a Code of Ethics that applies to our principal executive
        officer and principal financial officer. The Company’s Code of Ethics is
        attached to this Form 10-KSB as Exhibit 14.
  74
  **Audit
        Committee**
  The
        Company has an Audit Committee established in accordance with Section
        3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. The members
        of
        the Audit Committee are Jeffrey Christian, Ishiung Wu and John Ryan. The
        Audit
        Committee’s financial expert is Jeffrey Christian who is an independent
        director.
  **Indemnification**
  Our
        bylaws provide that our directors and officers will be indemnified to the
        fullest extent permitted by the Delaware Corporation Code. However, such
        indemnification does not apply to acts of intentional misconduct, a knowing
        violation of law or any transaction where an officer or director personally
        received a benefit in money, property, or services to which the director
        was not
        legally entitled.
  Insofar
        as indemnification for liabilities arising under the Securities Act of 1933
        or
        the Securities Act of 1934, may be permitted to directors, officers and
        controlling persons of the small business issuer pursuant to the foregoing
        provisions, or otherwise, we have been advised that in the opinion of the
        Securities and Exchange Commission such indemnification is against public
        policy
        as expressed in the Securities Act and is, therefore,
        unenforceable.
   75
  ITEM
        10.  **EXECUTIVE
        COMPENSATION**
  The
        information required by this item is incorporated by reference to our Proxy
        Statement for our annual meeting of shareholders to be filed pursuant to
        regulation 14A.
  **ITEM
        11.**  **SECURITY
        OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT** ****
  The
        following table sets forth, as of December 12, 2005, certain information
        regarding the ownership of voting securities of Trend by each stockholder
        known
        to our management to be (i) the beneficial owner of more than 5% of our
        outstanding common stock, (ii) our directors, (iii) our current executive
        officer named in the Summary Compensation Table and (iv) all executive officers
        and directors as a group. We believe that, except as otherwise indicated,
        the
        beneficial owners of the common stock listed below, based on information
        furnished by such owners, have sole investment and voting power with respect
        to
        such shares.
  **Name
                  and Address of**
                **Beneficial
                  Owner (1)**
              
              **Amount
                  and Nature of**
                **Beneficial
                  Ownership**
              
              **Percent
                  of**
                **Outstanding
                  Shares**Thomas
                  Loucks (2)
              
              1,110,000
              
              2.67%Jeffrey
                  M. Christian (3)
              
              425,630
              
              1.04%Bobby
                  E. Cooper
              
              322,912
              
              *John
                  P. Ryan (4)
              
              1,601,518
              
              3.90%J.
                  Michael Sharratt (5)
              
              562,500
              
              1.37%Ishiung
                  J. Wu (6)
              
              721,000
              
              1.75%All
                  executive officers and directors
                as
                  a group (6 persons) (7)
              
              4,743,560
              
              11.52%5%
                  Stockholders:Thomas
                  Kaplan (8)
                154
                  West 18th Street
                New
                  York, New York
              
              14,567,854
              
              30.01%Howard
                  Schraub
                c/o
                  G. Howard Associates
                525
                  East 72ndStreet
                New
                  York, NY 10021
              
              4,557,276
              
              10.91%
 _______________
 *
              Less
                  than 1%
 
 76
  1.  The
        address of each such person, unless otherwise noted, is c/o Trend Mining
        Company, 5439 South Prince Street, Littleton Colorado 80120.
  2.  Includes
        800,000 shares of common stock issuable upon exercise of currently exercisable
        options.
  3.  Mr.
        Christian directly owns 307,000 shares and has voting and dispositive control
        with respect to 118,630 shares owned by CPM Group of which he is the majority
        stockholder.
  4.  These
        shares include 40,000 shares owned by Nancy Martin, Mr. Ryan's spouse, 4,000
        shares owned by Andover Capital of which Mr. Ryan is a 50% shareholder and
        his
        spouse is a 50% shareholder, 20,000 shares owned by Dotson of which
        Mr. Ryan is a major owner and 250,000 shares issuable upon exercise of
        currently exercisable options.
  5.  These
        shares include 200,000 shares issuable upon exercise of currently exercisable
        options.
  6.  Includes
        400,000 shares of common stock issuable upon exercise of currently exercisable
        options.
  7.  These
        shares include 1,400,000 shares issuable pursuant to currently exercisable
        options, 40,000 shares owned by Nancy Martin, Mr. Ryan's spouse, 2,500 shares
        owned by Andover Capital of which Mr. Ryan is a 50% shareholder and his spouse
        is a 50% shareholder, of which Mr. Ryan is an affiliate and 118,630 shares
        owned
        by CPM Group.
  8.  This
        information is based solely on a Schedule 13D/A filed with the SEC on February
        13, 2004. The amount reflects shares, shares issuable upon exercise of warrants
        and shares issuable upon exercise of options held by Mr. Kaplan, Tigris
        Financial Group, Ltd., Electrum LLC, and LCM Holdings, LDC. Mr. Kaplan has
        sole
        voting and dispositive control with respect to 1,000,000 shares owned by
        Tigris
        of which he is the sole stockholder. Pursuant to a voting trust agreement
        with
        Electrum, dated March 31, 2000 and amended on March 30, 2001, Mr. Kaplan
        also
        has sole voting and dispositive control with respect to 12,219,751 shares
        owned
        by Electrum consisting of (1) 4,307,488 shares of common stock held outright;
        (2) 6,279,761 shares underlying common stock purchase warrants which are
        exercisable at an exercise price of $0.40 per share, (3) 670,000 shares
        underlying common stock purchase warrants which are exercisable at an exercise
        price of $1.50 per share, and (4) 481,251 shares of common stock and 481,251
        shares underlying warrants which are exercisable at an exercise price of
        $1.50
        per share, which shares and warrants are issuable to Electrum upon conversion
        of
        convertible debt held by Electrum. This agreement with Electrum shall terminate
        by March 2010 unless earlier terminated pursuant to the terms of the agreement.
        Pursuant to a voting trust agreement with LCM, dated August 27, 2003, Mr.
        Kaplan
        also has sole voting and dispositive control with respect to 1,348,103 shares
        held by LCM consisting of (1) 900,174 shares of common stock held outright;
        (2)
        113,413 shares of common stock underlying common stock purchase warrants
        which
        are exercisable at an exercise price of $1.50 per share; and (3) 167,258
        shares
        of common stock and an additional 167,258 shares of common stock underlying
        common stock purchase warrants which are exercisable at an exercise price
        of
        $1.50 per share, which shares and warrants are issuable to LCM upon conversion
        of convertible debt held by LCM. This agreement with LCM shall terminate
        by
        August 27, 2013 unless earlier terminated pursuant to the terms of the
        agreement.
  77
  **ITEM
        12.**  **CERTAIN
        RELATIONSHIPS AND RELATED TRANSACTIONS**
  **Conflicts
        of Interest**
  Mr.
        Ryan
        is an officer and director of High Plains Uranium, Inc. which operates only
        in
        the United States while the Company explores for uranium only in Canada.
        Thus,
        due to the separate locations in which they operate, there is no conflict
        of
        interest between Mr. Ryan’s activities in the Company and in High Plains
        Uranium, Inc. Mr. Ryan is also an officer and/or director of other companies
        which are exploration stage mineral companies. However, none of these other
        companies are focused on exploration for palladium and platinum, and therefore,
        the potential for conflicts of interest are believed to be minimal.
  The
        officers, employees, and the outside directors of the Company are periodically
        reminded to comply with the policy discussed by the board of directors on
        February 23, 2001 providing that the officers and employees of the Company
        disclose all metal related activities, and that the outside directors of
        the
        Company only need to disclose to the Board those activities which relate
        to
        other platinum group metal related opportunities.
  With
        regard to the Lake Owen mineral property General Minerals Corporation has
        an
        ongoing interest in this property do to its ongoing royalty rights. Effective
        January 31, 2002, Dr. Wu resigned from General Minerals Corp. as a director
        and
        as vice president of exploration. Therefore, there is no conflict of interest
        issue regarding the Company, Dr. Wu and General Minerals Corp.
  Mr.
        Christian works as a consultant and advisor, through CPM Group, a commodities
        research group, with most major companies involved in platinum group metals.
        Its
        clients include most major producers and refiners of these metals, including
        companies that may have an interest in joint venture arrangements with Trend.
        CPM Group also advises several other platinum group metal exploration companies
        that compete with Trend. It hosts an annual seminar that attracts companies
        such
        as Trend, and Trend has made presentations to investors and others at these
        seminars along with companies that compete with Trend. CPM Group's clients
        also
        include major users of platinum group metals. The Board believes that the
        benefits derived by the Company from Mr. Christian's active involvement in
        the
        industry are substantial and outweigh any risks of possible conflicts of
        interest, and further, such conflicts are also believed to be both minimal
        and
        manageable through timely and adequate disclosure.
  **Loans
        by Related Parties**
  In
        October 2003, Western Goldfields Inc., a company in which Trend previously
        had an
        ownership interest and of which Mr. Ryan was formerly an Officer and Director,
        loaned the Company $40,000. The loan did not bear interest. This loan was
        repaid
        in full on June 24, 2004.
  78
  In
        1999,
        the Company entered into a Stock Purchase Agreement with Tigris. Pursuant
        to the
        agreement, Tigris purchased 1,000,000 shares of the Company’s Common Stock for
        $100,000, and was granted rights to acquire additional Common Stock and
        warrants. Tigris is wholly owned by Thomas S. Kaplan, who beneficially owns
        approximately 50% percent of the Company’s Common Stock. Tigris assigned certain
        of its rights under the stock purchase agreement to Electrum and the Company’s
        Common Stock is a significant asset of Electrum. Additionally, pursuant to
        a
        voting trust agreement, Mr. Kaplan has voting and dispositive control of
        all of
        the Common Stock owned by Electrum. Therefore, Electrum is deemed to be an
        affiliate of Tigris. Similarly, Mr. Kaplan also has voting and dispositive
        control of all of the Common Stock owned by LCM, which is also a significant
        asset of LCM. Thus, LCM is also deemed to be an affiliate of Tigris.  Pursuant
        to the Stock Purchase Agreement, Tigris and Electrum have the right to
        proportional representation (meaning representation proportional to the relative
        ownership interest in the Company) on the Company’s board of directors and
        demand registration rights. They have not exercised their rights to
        representation on the Company’s board of directors. In November 2000, Electrum
        requested that the Company register all of the Common Stock, warrants and
        Common
        Stock underlying the warrants then held by Tigris and Electrum and assigned
        by
        Electrum to others. The Company began the process of registering these shares,
        but due to the lengthy comment period that it took to respond to comments
        on its
        registration statement with the SEC, the recognition that the officers of
        the
        Company were spending a great deal of their time on these legal matters,
        and the
        very significant legal and accounting fees which resulted from that process,
        Electrum later determined that it was in the best interest of the Company
        to
        drop its demand for registration of the shares, warrants, and underlying
        shares.
        Additionally, pursuant to the Stock Purchase Agreement, the Company agreed
        to
        retain the CPM Group as financial advisors and that at the request of Tigris,
        the Company would use reasonable efforts to divest ourselves of the Company’s
        silver exploration properties. In the ordinary course of business, and not
        at
        the specific request of Tigris, the Company disposed of its Silver Strand
        Mine
        and Pyramid Mine properties, which did have silver exploration potential,
        in
        order to focus on platinum group metal exploration.
  In
        2002,
        Electrum made loans to the Company totaling $520,000. In connection with
        these
        loans, the Company issued to Electrum warrants to buy 520,000 shares of the
        Company’s Common Stock at a strike price of $1.50 per share. At Electrum’s
        election, the debt could be converted at a price of $1.25 of debt (the
“Conversion Rate”) for one unit (a “Unit”) consisting of one share of the
        Company’s Common Stock and one warrant (a “Unit Warrant”) to purchase one share
        of the Company’s Common Stock for $1.50.
  Pursuant
        to an agreement dated January 30, 2002 (the “January 2002 Financing Agreement”),
        the Company borrowed an additional $150,000 from Electrum and Electrum waived
        accrued interest owed by the Company as of January 29, 2002, totaling $37,384.
        In consideration of the loan and waiver of interest, the Company issued to
        Electrum additional warrants to purchase 150,000 shares of Common Stock,
        at
        $1.00 per share, expiring January 30, 2007. Electrum may, in its sole
        discretion, elect to be repaid the $150,000 loan by converting the amount
        outstanding into Units, at the rate of one Unit per $0.50 of loans converted.
        In
        addition, the Company and Electrum agreed to amend the prior loan agreements
        to
        reduce the Conversion Rate of the existing $520,000 of debt owed to Electrum
        to
        one Unit per $0.50 of loans converted. The Company reduced the exercise price
        of
        the Unit Warrants from $1.50 to $1.00 per share. In addition, the Company
        also
        reduced the exercise price of the warrants issued for each dollar of debt
        (the
“Loan Warrants”). Therefore, the exercise price of the warrants to purchase a
        total of 520,000 shares of Common Stock, owned by Electrum, was reduced from
        $1.50 per share to $1.00 per share. The exercise term of such warrants were
        also
        extended for a period of one year.
  In
        2002,
        LCM loaned to the Company the aggregate amount of $232,858. LCM was also
        a party
        to the January 2002 Financing Agreement. Pursuant to the terms of the January
        2002 Financing Agreement, LCM forgave interest due in the amount of $2,129.
        The
        $232,858 of debt owed to LCM has the Conversion Rate, the related Loan Warrant
        terms and Unit terms pursuant to the January 2002 Financing Agreement described
        above.
  79
  On
        February 12, 2004 the parties, pursuant to a settlement agreement, amended
        the
        terms of the loans resulting in the repayment of $68,435.36 to Electrum and
        $23,784.67 to LCM Holdings and also altering the terms of the conversion
        of such
        loans. Pursuant to the February 12th agreement all of the debt now converts
        at
        the price of $1.25 into a unit consisting of one share and one warrant
        exercisable at $1.50 for a period of five years from the date of
        conversion.
  Further,
        the parties agreed to cancel all of the existing outstanding LCM and Electrum
        warrants and to reissue new warrants in accordance with the following
        table:
  Warrant
        Schedule for Electrum and LCM
  **Issued
                  to**
              **Number
                  of**
                **Shares**
              **Previous
                  Expiration**
                **Date**
              **New
                  Expiration**
                **Date**
              **Previous
                  Price**
                **per
                  Share**
              **New
                  Price**
                **per
                  Share**Electrum
              520,000
              09/30/07
              09/30/06
              $1.00
              $1.50Electrum
              150,000
              01/30/07
              01/30/07
              $1.00
              $1.50LCM
                  Holdings LDC
              119,445
              01/09/05
              01/09/04
              $1.00
              $1.50LCM
                  Holdings LDC
              113,413
              06/27/07
              06/27/07
              $1.00
              $1.50
  During
        July and August 2005, the Company received short-term advances from Thomas
        Loucks ($600,000) and Ishiung Wu ($60,000) an officer and director of the
        Company, for continued operations and to accommodate the due diligence and
        payment of additional extension payments concerning the Andacollo mine. In
        June,
        the Board of Directors had agreed to issue to these officers and directors,
        one
        share of common stock for every ten dollars loaned.
  **Consultants**
  On
        September 19, 2005, the Company entered into a consulting arrangement with
        Mr.
        Cooper to act as a consultant, advising on various aspects of mining operations
        and, specifically in this instance, to assist in explaining the intricacies
        of
        the Andacollo gold operation to interested investors. The Company and Mr.
        Cooper
        agreed to a consulting rate of $600 per day. Pursuant to this agreement,
        on
        November 10, 2005, the board resolved to issue to Mr. Cooper shares of the
        Company’s common for the work Mr. Cooper performed. The fair value of the shares
        on the date of grant was $1,800.
  **ITEM
        13.**  **EXHIBITS
        AND REPORTS ON FORM 8-K**
  a)  EXHIBITS
  3.1
              Certificate
                  of Incorporation, effective March 28, 2001. (1)3.2
              Certificate
                  of Merger, filed March 28, 2001. (1)3.3
              Bylaws,
                  adopted March 28, 2001. (1)4.1
              Form
                  of Secured Convertible Promissory Note dated January 27, 2005,
                  having a
                  conversion rate of $0.30. (12)
   80
  4.2
              Form
                  of Class A Warrant dated January 27, 2005, having an exercise price
                  of
                  $0.50. (12)4.3
              Form
                  of Class B Warrant dated January 27, 2005, having an exercise price
                  of
                  $0.40. (12)4.4
              Form
                  of Secured Convertible Promissory Note dated July 28, 2005, having
                  a
                  conversion rate of $0.30. (13)4.5
              Form
                  of Class A Warrant dated July 28, 2005, having an exercise price
                  of $0.50.
                  (13)4.6
              Form
                  of Class B Warrant dated July 28, 2005, having an exercise price
                  of $0.40.
                  (13)9.1
              Voting
                  Trust Agreement, dated as of March 31, 2000, by and between Thomas
                  Kaplan
                  and Electrum LLC. (2)9.2
              Amendment
                  to Voting Trust Agreement, dated as of March 31, 2001, by and between
                  Thomas Kaplan and Electrum LLC. (3)9.3
              Voting
                  Trust Agreement, dated as of August 27, 2003, by and between Thomas
                  Kaplan
                  and LCM Holdings, LDC. (4)10.1
              Stock
                  Purchase Agreement, dated as of December 29, 1999, between Tigris
                  Financial Group Ltd. and the Company. (5)10.2
              Amendment
                  to Stock Purchase Agreement, dated as of June 27, 2000, by and
                  between
                  Electrum LLC and the Company; and Warrant Agreement, dated June
                  9, 2000,
                  by and between the Company and Tigris Financial Group Ltd.
                  (5)10.3
              Letter
                  Agreement, dated November 10, 2000, by and between the Company
                  and
                  Electrum LLC. (6)10.4
              Letter
                  Agreement, dated November 17, 2000, by and between the Company
                  and
                  Electrum LLC. (6)10.5
              Loan
                  Facility Agreement, dated December 6, 2000, by and between the
                  Company and
                  Electrum LLC. (6)10.6++
              2000
                  Equity Incentive Plan, adopted February 23, 2001. (7)10.7
              Loan
                  Agreement, dated March 12, 2001, by and between the Company and
                  Electrum
                  LLC. (8)10.8
              Letter
                  Agreement, dated April 11, 2001, by and between the Company and
                  Electrum
                  LLC. (9)
   81
  10.9
              Form
                  of Loan Facility, dated August 16, 2001, between the Company and
                  Lillian
                  Berger.(10)10.10
              Loan
                  Facility, dated September 28, 2001, between the Company and Lillian
                  Berger. (10)10.11
              Form
                  of Loan Facility, dated October 22, 2001, between the Company and
                  LCM
                  Holdings, LDC.(10)10.12
              Bill
                  of Sale, dated November 12, 2001, relating to the Pyramid property,
                  by and
                  between the Company and Western Goldfields, Inc., fka Calumet Mining
                  Company. (10)10.13
              Loan
                  Facility, dated December 18, 2001, between the Company and Larry
                  Buchanan.
                  (10)10.14
              Form
                  of Agreement to Readjust Certain Terms of Loans & Warrants, dated
                  January 30, 2002, by and between the Company, Electrum LLC, LCM
                  Holdings,
                  Ltd., the Estate of Lillian Berger and Larry Buchanan.
                  (10)10.15
              Form
                  of Transfer of Lake Owen Option Agreement, dated February 2002,
                  by and
                  among General Minerals Corporation, the Company, Ron Nash and Howard
                  Schraub. (10)10.16
              Form
                  of Sale of Lake Owen Option Agreement and Exercise of Option, dated
                  March
                  15, 2002, by and between the Company and Howard Schraub.
                  (10)10.17
              Form
                  of Sale of Lake Owen Option Agreement and Exercise of Option, dated
                  March
                  15, 2002, by and between the Company and Ron Nash. (10)10.18
              Form
                  of Loan Facility, dated June 27, 2002, between the Company and
                  LCM
                  Holdings, LDC. (10)10.19++
              Amended
                  Employment Agreement, dated September 1, 2002, by and between the
                  Company
                  and John P. Ryan. (10)10.20
              Cancellation
                  of share of Series A Preferred Stock, dated October 1, 2002, by
                  the
                  Company and Thomas Kaplan. (10)10.21
              Form
                  of Subscription Agreement in connection with October - December
                  2002
                  private placement. (10)10.22
              Form
                  of Subscription Agreement, dated December 29, 2002, by and between
                  the
                  Company and Kurt J. Hoffman for 169,160 shares of the common stock
                  of the
                  Company. (10)10.23
              Form
                  of Subscription Agreement, dated January 14, 2003, by and between
                  the
                  Company and John P. Ryan for 450,000 shares of the common stock
                  of the
                  Company. (10)
   82
  10.24
              Promissory
                  Note, dated August 29, 2003, from the Company to CGT Management
                  Ltd.
                  (10)10.25
              Form
                  of Amendment to Promissory Note, dated November 27, 2003, by and
                  between
                  the Company and CGT Management Ltd. (10)10.26*
              Waiver
                  Agreement dated February 12, 2004, by and between the Company and
                  Electrum
                  LLC, and between the Company and LCM Holdings LDC.10.27*
              Amended
                  Loan and Warrant Agreement dated February 12, 2004, by and between
                  the
                  Company and Electrum LLC, and between the Company and LCM Holdings
                  LDC.10.28
              Lease
                  Agreement effective as of September 2, 2004 by and between the
                  Company and
                  Lloyd Clark. (11)10.29
              Joint
                  Venture Agreement effective as of January 1, 2005, by and between
                  the
                  Company and Aurora Metals (BVI) Limited. (11)10.30
              Form
                  of Subscription Agreement dated as of January 27, 2005 by and among
                  Trend
                  Mining Company and the purchasers identified therein.
                  (12)10.31
              Form
                  of Pledge and Security Agreement dated as of January 27, 2005 by
                  and among
                  Trend Mining Company and the secured parties identified
                  therein.(12)10.32
              Form
                  of Limited Standstill Agreement dated as of January 27, 2005 by
                  and among
                  Trend Mining Company and the stockholders identified therein.
                  (12)10.33
              Amendment,
                  Waiver and Consent to Transaction Documents Agreement, dated as
                  of July
                  28, 2005, by and among Trend Mining Company and the purchasers
                  identified
                  therein. (13)10.34
              Share
                  Purchase Agreement, dated as of September 20, 2005, between Trend
                  Mining
                  Company and Pacific Rim Mining Corp. (14)10.35
              Charge,
                  dated September 20, 2005, between Trend Mining Company and Pacific
                  Rim
                  Mining Corp. (14)10.36
              Deed
                  of Assignment, dated as of September 20, 2005, between Trend Mining
                  Company and Pacific Rim Mining Corp. (14)14+
              Code
                  of Ethics23.1+
              Consent
                of Williams & Webster, P.S.31.1+
              Certification
                  of Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a)
                  of the
                  Securities Exchange Act of 1934, as amended.31.2+
              Certification
                  of Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a)
                  of the
                  Securities Exchange Act of 1934, as amended.32.1+
              Certification
                  of the Principal Executive Officer Pursuant to 18 U.S.C. Section
                  1350.32.2+
              Certification
                  of the Principal Financial Officer Pursuant to 18 U.S.C. Section
                  1350.
 
 83
 +
              Filed
                  herewith.*
              Incorporated
                  by reference to the Company’s Annual Report on Form 10-KSB for the fiscal
                  year ended September 30, 2004 filed with the Commission on January
                  13,
                  2005, File No. 000-31159.++
              Indicates
                  an exhibit that constitutes an executive compensation
                  plan.(1)
              Incorporated
                  by reference to the Company’s Current Report on Form 8-K dated March 28,
                  2001, File No. 000-31159.(2)
              Incorporated
                  by reference to Schedule 13D by Thomas S. Kaplan, filed with the
                  Commission on October 4, 2000, File No. 005-59667.(3)
              Incorporated
                  by reference to Schedule 13D/A by Thomas S. Kaplan, filed with
                  the
                  Commission on May 23, 2001, File No. 005-59667.(4)
              Incorporated
                  by reference to Schedule 13D/A by Thomas S. Kaplan, filed with
                  the
                  Commission on November 21, 2003, File No. 005-59667.(5)
              Incorporated
                  by reference to the Company’s Registration Statement on Form 10-SB,
                  Amendment No. 1, filed with the Commission on September 27, 2000,
                  File No.
                  000-31159.(6)
              Incorporated
                  by reference to the Company’s Annual Report on Form 10-KSB for the fiscal
                  year ended September 30, 2000, File No. 000-31159.(7)
              Incorporated
                  by reference to the Company’s definitive Proxy Statement on Schedule 14A,
                  filed with the Commission on January 29, 2001.(8)
              Incorporated
                  by reference to the Company’s Registration Statement on Form 10-SB,
                  Amendment No. 4, filed with the Commission on March 26, 2001, File
                  No.
                  000-31159.(9)
              Incorporated
                  by reference to the Company’s Registration Statement on Form 10-SB,
                  Amendment No. 5, filed with the Commission on May 25, 2001, File
                  No.
                  000-31159.(10)
              Incorporated
                  by reference to the Company’s Annual Report on Form 10-KSB for the fiscal
                  year ended September 30, 2003 filed with the Commission on January
                  21,
                  2004, File No. 000-31159.(11)
              Incorporated
                  by reference to the Company’s Registration Statement on Form SB-2,
                  Amendment No. 1, filed with the Commission on August 8, 2005, File
                  No.
                  333-124144.(12)
              Incorporated
                  by reference to the Company’s Current Report on Form 8-K dated January 28,
                  2005, File No. 000-31159.(13)
              Incorporated
                  by reference to the Company’s Current Report on Form 8-K dated August 2,
                  2005, File No. 000-31159.(14)
              Incorporated
                  by reference to the Company’s Current Report on Form 8-K dated September
                  23, 2005, File No. 000-31159.
 
 84
  **(b)**
              **Reports
                  on Form 8-K**
  On
        October 6, 2004, we filed a Current Report on Form 8-K disclosing that the
        Company signed an option to purchase mining claims totaling approximately
        17
        square kilometers (approximately 6.5 square miles) in the Athabasca Basin
        of
        Saskatchewan in an area known as Diabase Peninsula. The terms of the option
        require that the Company perform a minimum of approximately $CDN 21,000 worth
        of
        field work per year and pay property payments of CDN 15,000, $20,000, and
        $30,000, respectively, in each of the first three years. The Company may
        exercise its right to purchase the claims for $CDN 1 million any time during
        the
        first eight years of the option, at which time the property remains subject
        to a
        3% gross royalty on any and all minerals produced.
  On
        December 9, 2004, we filed a Current Report on Form 8-K disclosing that the
        Company received commitments for approximately $2,000,000 million in connection
        with a debt offering, with $250,000 closed as the day before, and a further
        $1,750,000 expected to close within ten days of this release. The Company
        intends to use the funds to payoff or settle all of its existing trade accounts
        payable and to fund exploration work on its mineral projects in North
        America.
  On
        December 14, 2004, we filed a Current Report on Form 8-K disclosing that
        the
        Company completed a secured convertible debt financing of up to $2,000,000
        whereby the Company issued promissory notes convertible into common stock
        with a
        conversion price of $0.30 per share and two classes of warrants to purchase
        common stock exercisable at $0.40 and $0.50, respectively.
  On
        December 14, 2004, we filed a Current Report on Form 8-K disclosing that
        the
        Company signed a Letter of Intent with Nuinsco Resources Limited as a prelude
        to
        a joint venture agreement relating to Trend's Cree Lake/Diabase Peninsula
        Project in Saskatchewan. Under the joint venture arrangements, Nuinsco will
        assume operating management and exploration for uranium mineralization on
        mining
        claims that Trend owns or holds under a purchase option in the Athabasca
        Basin.
        In return, Nuinsco can earn 50% by spending $CDN 1 million on exploration
        of
        Trend's land position over three years.
  On
        January 28, 2005, we filed a Current Report on Form 8-K disclosing that the
        Company entered into a Subscription Agreement with certain institutional
        and
        accredited investors providing for the issuance and sale of $1,300,000 of
        secured convertible promissory notes of the Company convertible into shares
        of
        its common stock at a conversion price of $0.30 per share. The Company also
        issued two classes of warrants exercisable into common stock at $0.40 and
        $0.50
        per share. The Company closed on $250,000 of the total $1,300,000 purchase
        price
        pursuant to a subscription agreement entered into on December 8, 2004 by
        the
        Company and certain of the investors. The financing documents entered into
        on
        January 27, 2005 supercedes and replaces the financing documents entered
        into in
        connection with that prior offering,
  On
        March
        29, 2005, we filed a Current Report on Form 8-K disclosing the Company’s planned
        exploration activities on its mineral projects for the remainder of calendar
        year 2005.
  On
        June
        27, 2005, we filed a Current Report on Form 8-K disclosing that the Company
        entered into an option agreement to acquire the Andacollo gold mine in Chile
        from Pacific Rim Mining Corporation for $5,400,000 in cash. The Company paid
        $300,000 of the purchase price upon signing the letter of intent, $2,700,000
        is
        due on closing, $1,000,000 12 months thereafter, and $1,400,000 24 months
        thereafter.
  On
        August
        2, 2005, we filed a Current Report on Form 8-K disclosing that the Company
        entered into an Amendment, Waiver and Consent to Transaction Documents
        Agreement, amending the Subscription Agreement, dated as of January 27, 2005
        by
        and among the Company and certain accredited investors, and other financing
        documents entered into in connection with the Subscription Agreement, providing
        for the issuance and sale of $350,000 of secured convertible promissory notes
        convertible into shares of its common stock at a conversion price of $0.30
        per
        share. The Company also issued two classes of warrants exercisable into common
        stock at $0.40 and $0.50 per share.
  85
  On
        September 23, 2005, we filed a Current Report on Form 8-K disclosing that
        the
        Company entered into a share purchase agreement with Pacific Rim Mining Corp
        whereby Pacific Rim sold to the Company all of the issued and outstanding
        shares
        of its wholly-owned subsidiary, DMC Cayman Inc, consisting of 12,975,919
        ordinary shares and 56,564,757 preference shares, and assigned to the Company
        a
        loan that Pacific Rim made to DMC in an amount equal to CAD $8,476,898. The
        total consideration to be paid by the Company to the Seller will be the sum
        of
        US $5,400,000, to be allocated as to the sum of US $200 to the Shares (being
        the
        sum of US $100 to the ordinary shares and US $100 to the preference shares),
        and
        as to the sum of US $5,399,800 to the Loan. The Company has made cash payments
        of US $3,000,000 to the Seller and will pay future payments of US $1,000,000
        and
        US $1,400,000 in September of 2006 and 2007, respectively. The Company, in
        turn,
        sold 9,083,143 ordinary shares of DMC to David H. Russell, an accredited
        investor, for a purchase price of US $2,100,000.
  On
        October 28, 2005, we filed a Current Report on Form 8-K disclosing that the
        Company’s partner in uranium exploration, Nuinsco Resources, identified and
        confirmed strong geochemical and geophysical anomalies on portions of the
        Diabase Peninsula in the Athabasca Basin of Saskatchewan that the Company
        owns,
        subject to Nuinsco’s 50% interest in the project’s earnings.
  On
        November 7, 2005, we filed a Current Report on Form 8-K disclosing the Company’s
        exploration results for 2005.
  On
        December 5, 2005, we filed a Current Report on Form 8-K disclosing the Company’s
        sale of its remaining 30% interest in the Andacollo gold mine, to David H.
        Russell who previously purchased the other 70%, in return for reimbursement
        of
        all of Trend's acquisition costs related to purchase of the 30% interest
        as well
        as Trend's diligence costs and out of pocket expenses, plus a 1% net smelter
        returns royalty on any and all mineral production from the mine and a back-in
        right to reacquire the 30% interest any time through April 1, 2006.
   86
 **ITEM
          14.**  **PRINCIPAL
          ACCOUNTANT FEES AND SERVICES**
 The
        information required by this item is incorporated by reference to our Proxy
        Statement for our annual meeting of shareholders to be filed pursuant to
        regulation 14A.
    87
  **SIGNATURES**
  In
        accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
        this report on Form 10-KSB to be signed on its behalf by the undersigned,
        thereunto duly authorized.
  TREND
                MINING
                COMPANYDated:
                January 13, 2006
              By:
              /s/Thomas
                A. LoucksName:Thomas
                A. LoucksTitle:
                President
                and Chief Executive Officer
  Pursuant
        to the requirements of the Securities Exchange Act of 1934, this report has
        been
        signed below by the following persons, or by their attorney-in-fact, in the
        capacities and on the dates indicated.
  Signature
              Title
              Date/s/ Thomas A. Loucks
                
                Thomas
                  A. Loucks
              Director,
                  President and Chief Executive Officer
              January
                  13, 2006/s/ John
                  P. Ryan
                
                John
                  P. Ryan
              Director,
                  Treasurer and Chief Financial Officer
                (Principal
                  Accounting Officer)
              January
                  13, 2006J.
                  Michael Sharratt
              Director
              January
                  13, 2006/s/
Jeffrey
                  M. Christian
                
                Jeffrey
                  M. Christian
              Director
              January
                  13, 2006/s/
Bobby
                E. Cooper
                
                Bobby
                  E. Cooper
              Director
              January
                  13, 2006/s/
                    Ishiung J. Wu
                
                Ishiung
                  J. Wu
              Director
              January
                  13, 2006
 
  88