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

                                AMENDMENT NO. 1
                                       TO
                                   FORM 10-KSB

|X|   Annual report under Section 13 or 15(d) of the Securities Exchange Act of
      1934

For the fiscal year ended September 30, 2004

|_|   Transition report under Section 13 or 15(d) of the Securities Exchange Act
      of 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                       (IRS Employer
     Incorporation or Organization)                      Identification No.)

5575 South Sycamore Street, Suite 103, Littleton Colorado           80120
---------------------------------------------------------         ----------
         (Address of Principal Executive Offices)                 (Zip Code)

                                  303-798-7363
--------------------------------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

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

        Title of Each Class                        Name of Each Exchange
                                                   On Which Registered
              None
----------------------------------        --------------------------------------

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

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

                          Common Stock, par value $0.01
--------------------------------------------------------------------------------
                                (Title of Class)

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

      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. |_|

      State the issuer's revenues for the most recent fiscal year: $0 (none)

      The aggregate market value of the voting and non-voting common equity held
by non-affiliates was $7,633,284, based upon the $0.27 closing price per share
of Trend's common stock as quoted by the OTC Bulletin Board on January 11, 2005.

      The number of shares outstanding at January 11, 2005: 36,227,715 shares.

                       DOCUMENTS INCORPORATED BY REFERENCE

      Certain information required in Items 9, 10, 11 and 12 of Part III of this
Annual Report on Form 10-KSB is 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 |_| No |X|
<PAGE>

                  WARNING CONCERNING FORWARD LOOKING STATEMENTS

This annual report on form 10-KSB for the year ended September 30, 2004 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:

o     Trend's ability to generate revenues or find alternative sources of
      capital;
o     Trend's ability to successfully establish mining operations and profitably
      produce platinum group or other metals at Trend's properties;
o     Trend's ability to maintain good title to Trend's claims;
o     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
o     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:

o     Whether Trend's properties are found to contain commercially viable
      quantities of minerals;
o     The impact of changes in the economy, including the liquidity of precious
      metals markets, on us;
o     Changes in political and economic conditions in major metals producing
      regions such as Russia and South Africa, causing fluctuations in the
      precious metals markets;
o     Inability to fund diligence work at Trend's properties required to secure
      Trend's rights under Trend's unpatented mining claims;
o     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;
o     Compliance with and changes to environmental regulations;
o     Challenges to the validity of Trend's unpatented mining claims by the
      government or third parties;
o     Competition within the exploration, development and mining industries; and
o     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. we Trend assume 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.
<PAGE>

                              TREND MINING COMPANY
                            FORM 10-KSB ANNUAL REPORT
                  FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2004


                                Table of Contents

<TABLE>
<CAPTION>
                                     Part I
                                                                                                           Page
<S>        <C>                                                                                              <C>
Item 1.    Description of Business.................................................................          1
Item 2.    Description of Property.................................................................          4
Item 3.    Legal Proceedings.......................................................................         10
Item 4.    Submission of Matters to a Vote of Security Holders.....................................         11

                                     Part II
Item 5.    Market For Common Equity and Related Shareholder Matters................................         11
Item 6.    Plan of Operation.......................................................................         15
Item 7.    Financial Statements....................................................................         17
Item 8.    Changes in and Disagreements With Accountants on Accounting and Financial Disclosure....         47
Item 8A.   Controls and Procedures.................................................................         47

                                    Part III
Item 9.    Directors and Executive Officers of the Registrant......................................         48
Item 10.   Executive Compensation..................................................................         48
Item 11.   Security Ownership of Certain Beneficial Owners and Management and Related Shareholder
           Matters.................................................................................         48
Item 12.   Certain Relationships and Related Transactions..........................................         48
Item 13.   Exhibits and Reports on Form 8-K........................................................         48

           Signatures..............................................................................         51
</TABLE>

            *     Except as otherwise specified in the applicable Item,
                  incorporated by reference from Trend's Proxy Statement for the
                  annual meeting of shareholders currently scheduled to be held
                  on March 3, 2004, to be filed pursuant to Regulation 14A.

As used herein, "Trend Mining," "Trend," "Company," "we" and "Trend's" refer to
Trend Mining Company.
<PAGE>

                                     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 platinum group metals properties, primarily in
the United States and Canada. During 2004, the Company also commenced uranium
exploration activities in Canada.

Trend is an exploration stage company. 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. 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. At present, none of Trend's
projects is known to contain commercially viable ore reserves. None of Trend's
properties is in production, and consequently the Company has no source of
operating income or cash flow. 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 Lake Owen, Peter Lake, and Cree Lake.

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.

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.


                                       1
<PAGE>

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 (~140 square miles) over geologically attractive and very remote ground;
to hold all of this ground for another year would cost Trend more than $300,000.
In contrast, Trend is budgeting ~$25,000 for ground magnetic studies at Lake
Owen - Trend's most advanced project - because that is all that it will cost for
the next level of evaluation at this very accessible Wyoming property (along
with approximately $75,000 additional expenses for Bureau of Land Management
holding fees).

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 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 16, 2004, the Company has not received any revenues as a result of
these royalties, nor does Trend foresee any revenue from these projects in the
near term.

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.


                                       2
<PAGE>

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).

EMPLOYEES

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


                                       3
<PAGE>

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, as follows:

<TABLE>
<CAPTION>
                                                  COST OF                                       2004-2005
PROPERTY                LOCATION       ACRES      PROPERTY          WORK PERFORMED          EXPLORATION BUDGET
--------                --------       -----      --------          --------------          ------------------
<S>                   <C>             <C>        <C>             <C>                         <C>
Peter Lake            Saskatchewan,   90,559     $16,993 (1)     Geochemical sampling,                     $200,000
                         Canada                                  reconnaissance, claim
                                                                     group expanded

Lake Owen/Albany           WY         12,020    $2,271,708 (2)   Surface Sampling 2002                 $100,000 (3)



Cree Lake             Saskatchewan,  4,224 ha     $2,816 (4)      Acquired September-             Nuinsco Resources
                         Canada                                       October 2004

                                     10,438 ac                                                Became operator 12/04

Total                                 113,017     $2,350,321                                               $300,000
</TABLE>

(1)   The cumulative cost of staking expenses and recording fees.
(2)   $1,943,079 to purchase the Lake Owen property, $324,550 in cumulative Lake
      Owen fees, $3,275 in cumulative Albany fees, and $804 in miscellaneous
      County filing and other fees and expenses.
(3)   Combined budget for Lake Owen and Albany projects.
(4)   Cost of staking plus registration fees, comprised of $2816 FY 04.

Trend's United States property interests are held in the form of unpatented lode
mining claims. The Company controls 100% of the mineral rights to these claims.
The viability of unpatented mining claims is dependent upon inherent
uncertainties and conditions which relate to:

o     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;

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

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

o     Timely and proper performance of sufficient annual assessment work (and
      individual claims may be aggregated for purposes of work programs, such
      that work on one claim may benefit several);

o     Possible conflict with other claims not determinable from descriptions of
      record.

Additionally, claim location notices or certificates must also 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 also be paid (and proof of such payment timely filed and recorded). We have
paid all annual fees to date and believe that the unpatented mining claims we
own or control are valid and that the title to those claims is free from
defects. However, we cannot make any assurance that the validity of Trend's
claims will not be contested by the federal government or challenged by third
parties.


                                       4
<PAGE>

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 $C
12/hectare commencing the second year of tenure. Each claim has an anniversary
date depending on when it was staked, and work can be grouped among contiguous
claims. Saskatchewan provides a number of incentives for mineral exploration,
however, including:

o     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 90 days after the anniversary date, and the claim
      will be valid 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;

o     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. If companies
      oversubscribe for amounts in the fund, then Saskatchewan allocates its
      matching funds proportionately. In theory, Trend could spend $C400,000 on
      exploration and receive a rebate of $C100,000.

The table below details the annual fees and any work commitments required to
retain title to each of the Company's properties.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
PROPERTY                    FEDERAL FEES         COUNTY FEES           PROVINCIAL FEES OR     ASSESSMENT WORK
----------------------------------------------------------------------------------------------------------------------
<S>                         <C>                  <C>                 <C>                      <C>
Lake Owen/Albany            $75,125              $661                         N.A.                     N.A.
Peter Lake                         N.A.                 N.A.         $C439,776    OR          $US 348,586
Cree Lake                          N.A.                 N.A.         $C  50,688   or          $US   40,178
         Total:             $75,125              $661                $C 490,464               $US 388,764
----------------------------------------------------------------------------------------------------------------------
</TABLE>

INSURANCE

As Trend's properties are exploration stage projects, the Company does not
currently carry insurance on any of said properties.

PETER LAKE, SASKATCHEWAN, CANADA

Location and Access.

The Peter Lake  PGM-copper-nickel-gold  property, is located immediately west of
Reindeer  Lake  in  northern  Saskatchewan,   Canada,  approximately  190  miles
north/northeast  from La Ronge. The property is accessible only by floatplane or
helicopter.

Title Status.

The Peter Lake  property  now  consists of nine mining  claims  covering  36,648
hectares  (141  square  miles).  Three of the  Company's  claims  were staked in
September of 2004 and require no additional  fees or assessment work until 2006.
The original six claims,  comprising  31,796  hectares (122 square  miles),  are
valid through December 18, 2004. Because Trend has not conducted any substantial
work  program in 2004,  the Company  will have to pay a fee of  $C12/hectare  or
$C381,552  ($US302,435)  by March 17, 2005 in order to maintain the original six
claims into 2006.

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. No detailed follow-up was
ever pursued.


                                       5
<PAGE>

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 one of the
largest  layered  complexes  in the  world.  The Peter Lake  complex  represents
primary   igneous,   reef-type   platinum   group   metals   and   copper-nickel
mineralization that has undergone some regional metamorphism.

Exploration Plans.

The Company plans a broad reconnaissance program budgeted at $200,000 during the
summer of 2005 to search for larger  concentrations of such mineralization.  The
program will involve a re-examination  of historical  showings and a high degree
of basic prospecting  designed to assess the potential of the grounds controlled
by Trend and hopefully to reduce the size of such holdings for a focused program
in 2006.

LAKE OWEN AND ALBANY PROJECTS, WYOMING

Location and Access.

The Lake Owen PGM-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 and can be reached by paved  highways and gravel
roads.

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.

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.


                                       6
<PAGE>

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. No detailed work has yet been conducted relating to
the magnetic anomalies in direct respect to magnetite mineralization.

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.

Exploration Plans.

The Company  plans to spend  $100,000 in 2005 to maintain the claims  (~$76,000)
and to conduct a detailed ground  magnetic survey  (~$24,000) at the property to
further define both the location of potential PGM-bearing horizons as well as to
search for zones containing higher grade magnetite mineralization

Diabase Peninsula, Cree Lake Area, Saskatchewan, Canada

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. The Athabasca Basin hosts uranium deposits that are among the
richest (highest grade) in the world, and is the site for intensive uranium
exploration activity. Subsequently, Trend announced in October and December,
respectively, that it had acquired additional lands located farther to the
southwest along the same mineralized trend, and, most significantly, Trend
announced on December 14th that 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 is located along the western margin of Cree Lake and 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.

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.

Title Status.

The Cree Lake  property  now  consists of three  mining  claims  covering  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 no additional  fees or work for 2005, but thereafter will
be subject to a minimum  work  commitment  (or fee in lieu of work) of  $C30,516
~($US  24,200)  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 $C20,172  ($US16,000) per
year.  Because  of  negotiations  between  the owner and Trend  during the field
season,  no actual  work was done on the claim in 2004,  and thus Trend paid the
fee in  December  of  2004.  Going  forward,  it will  be  Nuinsco  who  will be
conducting  exploration on the three claims.  Whereas the aggregate  annual work
commitment  for the three  claims  will be $C50,688  (~$US40,200),  terms of the
agreement  with  Nuinsco  require  the  latter  party  to  expend  at a  minimum
$C250,000, $C350,000, and $C400,000 (~$US198,000,  ~$US277,000, and ~$US317,000)
in 2005, 2006, and 2007, respectively,  and thus the title will be maintained in
good standing.


                                       7
<PAGE>

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, 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. 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.

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 - and Trend's land position - 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.

Exploration Plans.

Nuinsco is planning a  geophysical  program for  2004-2005  designed to identify
uranium  targets  for  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.  Thus, by
the time results are returned from these  surveys,  springtime  will be at hand,
and the lakes will be thawing,  and thus any  favorable  indicators  will not be
followed up and drilled until the winter of 2005-2006.


                                       8
<PAGE>

LOCATION MAPS

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.

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 September
30th, 2004: $C 1.2616 per US dollar.

EXPLORATION: work involved in searching for ore by geological mapping,
geochemistry, geophysics, drilling, and other methods.

GABBRO: coarse-grained, dark colored intrusive rocks. Intrusive equivalent of
volcanic basalt.

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.

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 effusive 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.

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.


                                       9
<PAGE>

ORE: material that can be mined from an orebody 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

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
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.

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.

ITEM 3. LEGAL PROCEEDINGS

One of Trend's vendors, Nevada Southwest Investments LLC, doing business as Reno
Business Park, obtained a judgment against us on May 21, 2002, 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.


                                       10
<PAGE>

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

The Company conducted its annual meeting of shareholders on May 20, 2004 at the
Radisson Hotel on Lexington Avenue in New York City. At the meeting, the
shareholders elected six Directors to serve until the next annual meeting. No
other matters were submitted for approval by the shareholders.

                                    PART II.

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

Trend's shares are traded on the OTC Bulletin Board operated by the National
Association of Securities Dealers, Inc., or NASD, under the trading symbol
"TRDM." Summary trading by quarter for Trend's 2004 and 2003 fiscal years are as
follows:

FISCAL QUARTER                 HIGH BID (1)      LOW BID (1)
--------------                 ------------      -----------

2004
         Fourth Quarter             $0.29           $0.16
         Third Quarter              $0.45           $0.23
         Second Quarter             $0.41           $0.17
         First Quarter              $0.58           $0.23

2003
         Fourth Quarter             $0.40           $0.12
         Third Quarter              $0.18           $0.12
         Second Quarter             $0.32           $0.17
         First Quarter              $0.20           $0.14

(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.

As of September 30, 2004, the Company had 945 holders of record of Trend's
common stock.

Trend has not paid any dividends since inception and has no plans to do so.
Trend's dividend policy will be based on Trend's cash reserves and needs and it
is anticipated that all available cash will be needed for operations in the
foreseeable future.

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.

The following table provides a summary, as of September 30, 2004, of Trend's
shareholder-approved, 2000 Equity Incentive Plan.


                                       11
<PAGE>

<TABLE>
<CAPTION>
                                                                                     Number of securities
                                                                                     remaining available for
                           Number of securities                                      future issuance under
                           to be issued upon            Weighted-average             equity compensation
                           exercise of                 exercise price of             plans (excluding
                           outstanding options,        outstanding options,          securities reflected in
                           warrants and rights         warrants and rights           column (a))
                                  (a)                        (b)                               (c)
                           ------------------------    -------------------------     -------------------------
<S>                        <C>                                  <C>                  <C>
Equity compensation
plans approved by
security holders           1,200,000 (2)                        $0.44                3,200,000 (1)

Equity compensation
plans not approved by
security holders                   0                                0                        0 (3)

Total                      1,200,000                                                 3,200,000
</TABLE>

(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 common stock to Thomas Loucks, upon his acceptance as President
      of the Company totaling 500,000 shares, 250,000 of which vested upon his
      acceptance. The remaining 250,000 options vest over a period of three
      years. In the fiscal year ended September 30, 2004, Trend also issued
      options to purchase common stock to Ishuing Wu, shortly after his
      acceptance as Chairman of the Company totaling 500,000 shares, 250,000 of
      which vested upon his acceptance. The remaining 250,000 options vest over
      a period of three years. These options were issued pursuant to the 2000
      Equity Incentive Plan.

      During the fiscal year ended September 30, 2004, options which had been
      issued pursuant to the 2000 Equity Incentive Plan to one current officer
      and other former officers or employees to purchase common stock totaling
      873,237 shares expired unexercised.

      During the fiscal year ended September 30, 2003 the Company issued
      restricted stock awards totaling 600,000 shares to its Board of Directors
      for service that fiscal year. These shares were issued pursuant to the
      2000 Equity Incentive Plan. The Company did not make a similar award of
      shares during fiscal year 2004.

(3)   This table does not include warrants to purchase 8,868,174 shares at an
      average exercise price of $.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 $1,032,857 (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; and (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.


                                       12
<PAGE>

Recent Sales of Unregistered Securities

The Company had 35,967,715 shares of common stock issued and outstanding as of
September 30, 2004. 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.

Common Stock

In July and August 2002, Thomas Kaplan, an accredited investor, made loans to us
in the aggregate amount of $250,000. Pursuant to the terms of these loans, Mr.
Kaplan converted the debt into 2,500,000 shares of Trend's common stock pursuant
an offering to be undertaken by the Company in October, 2002, as described
below. The Company relied upon the exemption from registration found in Rule 506
under the Securities Act of 1933, as amended ("Rule 506"), in connection with
this issuance.

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.


                                       13
<PAGE>

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 in this regard. 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 one of Trend's directors and Trend's chief financial
officer and also an officer of Cadence Resources Corporation and Western
Goldfields, Inc. The Company 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 found in 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 to two individuals: 169,160 of these
shares were issued to Kurt Hoffman, President of the Company and to one of
Trend's directors, 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.

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 $.10 per share. The Company relied on the exemption from
registration found in Section 4(2) in connection with these issuances.

The Company entered into each of the transactions described for different
purposes. As discussed above, 2,043,779 shares were issued to consultants in
connection with specific services rendered, 369,160 shares were issued to pay
off loans and expenses incurred on behalf of the Company, 600,000 shares were
issued to Trend's directors for their services, 788,156 shares were issued to
officers in lieu of salary and 6,810,000 shares were issued in connection with
distinct financing arrangements with various investors, totaling 10,611,095
shares issued in fiscal year 2003.


                                       14
<PAGE>

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. PLAN OF OPERATION

We are an early stage exploration mining 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, 2004 were $782,494. These losses
increased Trend's accumulated deficit since inception of the current exploration
stage to $9,506,054. Trend's total loss since inception of the company is
$10,064,558. Trend's loss for fiscal year 2004 is due primarily operating
expenses in three categories: General & Administrative Expenses of $314,159;
Officer & Director Compensation of $273,794; and Legal & Professional Fees of
$268,101.

Trend's operating cash at the end of the fiscal year totaled $8,313. Trend had
held equity securities of other companies which from time to time in the past
the Company sold in order to raise additional operating capital. At September
30, 2004, the Company had no remaining equity securities.

Subsequent to the end of this reporting period the Company executed a
convertible debt financing agreement that has commitments for approximately $2.0
million. Of the total amount, $250,000 was received by the Company on the date
the agreement was signed, and a further $1.75 million was expected to be funded
before the end of January 2005. The offering was funded by a group of
institutional and accredited investors. The Company intends to utilize the new
debt facility to payoff or settle all of its existing trade accounts payable, to
pay its overhead and land payments, and to fund exploration work on its mineral
projects in North America.

Assuming the Company closes the additional funding of $1,750,000 which is
scheduled to occur in January, 2005, Trend will hold sufficient capital to
continue current operations through fiscal 2005. The Company continues to seek
additional funding to finance new activities, mostly likely via an equity
financing.

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 its most recent financing to accept the terms and agree to any new
financing. The Company funded itself in fiscal 2004 through loans from
shareholders, officers, directors and other private parties and also through
small private placements of its common stock.

With the commitment of the new investors in December, 2004 to fund the Company
with $2 million via a secured convertible note, the Company believes it now has
capital, quality of projects, and operating momentum to once again become more
active in its field exploration. It should be emphasized that only $250,000 of
this note has closed as of the date of this report, and the Company is still
waiting to receive the balance of the investment as of the date of this report.

The Company has substantial operational commitments to fund in order to maintain
Trend's land holdings. This includes work commitments or a fee of $C381,552 ($US
302,435) on Trend's original six claims at Peter Lake to keep these claims in
good standing, and approximately $76,000 in combined annual BLM fees and Albany
County filing fees to maintain Lake Owen.


                                       15
<PAGE>

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, 2004, total $205,686.
The most significant of these payables is a legal bill owed to a major law firm
based in Boston, MA. The Company is seeking to negotiate a settlement of this
and other past due balances. The Company believes fair and reasonable settlement
amounts as well as payment schedules can be arranged on all of accounts, but
there can be no assurance of this.

Although we have been successful to date in persuading Trend's creditors to not
aggressively pursue collection of past due balances, there can be no assurance
that they will continue to exercise patience in collecting debts owed to them.
At any time, it is possible that some or all of such creditors may file lawsuits
to collect amounts owed to them.

Beginning in November, 2000 and through June, 2002, Trend borrowed funds
principally from Trend's major shareholder, Tom Kaplan, and his affiliates (the
"Kaplan Group"), to fund the minimum activities of the Company. As of September
30, 2004, we have debts owed of approximately $670,000 to Electrum LLC, Trend's
largest stockholder and a company owned by Mr. Kaplan, pursuant to certain
financial arrangements. LCM Holdings, LDC, also a major shareholder of Trend's
and an affiliate of Mr. Kaplan, is owed approximately $232,000. We also borrowed
$130,000 from two other individuals introduced to the Company by Mr. Kaplan. For
each dollar borrowed from the Kaplan Group, we have issued a warrant to purchase
a share of Trend's common stock. Additionally, the loans to the Kaplan Group are
convertible into units, as described below. In total, we borrowed $1,032,858
from the Kaplan Group, of which $1,032,858 is outstanding. This amount does not
include accrued interest at the rate of 8% per annum.

Pursuant to an amendment to the above loan agreements made as of January 30,
2002 (the "2002 Refinancing Agreement"), we agreed to adjust the conversion
terms of the loans provided by the Kaplan Group. This adjustment also included
redefining the terms of the warrants previously granted to the Kaplan Group. As
a result of this agreement, the loans the Kaplan Group became convertible into
"units" of the Company at $0.50 per unit. Pursuant to the 2002 Refinancing
Agreement, each unit was 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 2002 Refinancing Agreement, we also changed the
strike 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. These warrants begin to expire in September 30, 2005.

On February 12, 2004, the Company and Electrum and LCM Holdings (the "Lenders")
reached an agreement (the "2004 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. Per the terms of the 2004
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. The 2004 Agreement had no effect on the terms of the loans or
the warrant adjustment reached in the 2002 Refinancing Agreement with two other
lenders on $130,000 of convertible debt.

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. It is assumed by the Officers of the Company that the Kaplan
Group could demand repayment of the notes outstanding if the conditions calling
for such repayment were deemed to have been met.


                                       16
<PAGE>

Additionally, in August 2003, Trend borrowed $65,000 at 10% interest from CGT
Management Ltd., an entity in which members of Mr. Kaplan's family hold an
indirect interest. The maturity date of this loan was February 25, 2004 and was
repaid timely in full.

Because the Company does not anticipate earning revenues from mining operations
in the foreseeable 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.

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. On
August 23rd, 2004, the Company made land payments and paid filing fees of about
$76,000 to retain control of these properties. The Company has budgeted
approximately $40,000 per month to 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 $10,000 and $20,000 per
month to this monthly budget figure. In that case, the Company's monthly budget
would rise to between $50,000 and $60,000 per month.

ITEM 7. FINANCIAL STATEMENTS

                              TREND MINING COMPANY
                         (AN EXPLORATION STAGE COMPANY)
                              FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                       18

FINANCIAL STATEMENTS

      Balance Sheets                                                          19

      Statements of Operations and Comprehensive Loss                         20

      Statement of Stockholders' Equity (Deficit)                             21

      Statements of Cash Flows                                                23

NOTES TO THE FINANCIAL STATEMENTS                                             24


                                       17
<PAGE>

Board of Directors
Trend Mining Company
Littleton, Colorado

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have  audited the  accompanying  balance  sheet of Trend  Mining  Company (an
exploration  stage  company) as of September 30, 2004 and 2003,  and the related
statements of operations,  stockholders' equity (deficit) and cash flows for the
years  then  ended  and for the  period  from  October  1,  1996  (inception  of
exploration  stage) to September 30, 2004.  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 audit.

We conducted  our audit 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  audit  provides  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,  2004 and 2003 and the results of its  operations,  stockholders'
equity (deficit) and its cash flows for the years then ended, and for the period
from October 1, 1996 (inception of exploration  stage) to September 30, 2004, 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  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.


Williams & Webster, P.S.
Certified Public Accountants
Spokane, Washington
January 3, 2005


                                       18
<PAGE>

                              TREND MINING COMPANY
                         (AN EXPLORATION STAGE COMPANY)
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                           September 30,  September 30,
                                                                               2004           2003
                                                                           -------------  -------------
<S>                                                                         <C>            <C>
ASSETS

CURRENT ASSETS
      Cash                                                                  $     8,313    $     2,558
      Prepaid Expenses                                                            2,948             --
                                                                            -----------    -----------
           Total Current Assets                                                  11,261          2,558
                                                                            -----------    -----------

MINERAL PROPERTIES                                                                   --             --

PROPERTY AND EQUIPMENT, net of depreciation                                       6,631          5,172

OTHER ASSETS
      Investments                                                                    --         57,300
                                                                            -----------    -----------

TOTAL ASSETS                                                                $    17,892    $    65,030
                                                                            ===========    ===========

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
      Accounts payable                                                      $   205,686    $   146,419
      Accounts payable - checks in excess of bank balance                            --          3,297
      Accrued expenses                                                           75,780             --
      Interest payable                                                          125,561        135,425
      Notes payable to related parties                                        1,032,857      1,097,857
                                                                            -----------    -----------
           TOTAL CURRENT LIABILITIES                                          1,439,884      1,382,998
                                                                            -----------    -----------

COMMITMENTS AND CONTINGENCIES                                                        --             --

STOCKHOLDERS' DEFICIT
      Preferred stock,  $0.01 par value, 20,000,000 shares
           authorized; 0 and 1 share issued and outstanding, respectively            --             --
      Common stock,  $0.01 par value, 100,000,000
           shares authorized; 35,967,715 and
           33,229,085 shares issued and outstanding, respectively               359,677        332,291
      Additional paid-in capital                                              7,308,621      6,246,963
      Stock options and warrants                                                974,268      1,383,042
      Pre-exploration stage accumulated deficit                                (558,504)      (558,504)
      Accumulated deficit during exploration stage                           (9,506,054)    (8,723,560)
      Other comprehensive income                                                     --          1,800
                                                                            -----------    -----------
           TOTAL STOCKHOLDERS' DEFICIT                                       (1,421,992)    (1,317,968)
                                                                            -----------    -----------

TOTAL LIABILITIES AND
      STOCKHOLDERS' DEFICIT                                                 $    17,892    $    65,030
                                                                            ===========    ===========
</TABLE>

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


                                       19
<PAGE>

                              TREND MINING COMPANY
                         (An Exploration Stage Company)
                 STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

<TABLE>
<CAPTION>
                                                                                            Period from
                                                                                          October 1, 1996
                                                                                           (Inception of
                                                                                          Exploration Stage)
                                                            Year Ended      Year Ended          to
                                                           September 30,   September 30,    September 30,
                                                                2004            2003            2004
                                                           -------------   -------------  ------------------

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

EXPENSES
      Exploration expense                                         19,809         144,279       2,928,875
      General and administrative                                 314,159         468,098       2,578,148
      Officers and directors compensation                        273,794         143,256       1,659,190
      Legal and professional                                     268,101          48,506       1,405,879
      Depreciation                                                 2,900          10,590          51,876
                                                            ------------    ------------    ------------
           Total Expenses                                        878,763         814,728       8,623,968
                                                            ------------    ------------    ------------

OPERATING LOSS                                                  (878,763)       (814,728)     (8,623,968)
                                                            ------------    ------------    ------------

OTHER INCOME (EXPENSE)
      Dividend and interest income                                    --              --           6,398
      Gain (loss) on disposition and impairment of assets             --           2,335        (177,519)
      Gain (loss) on investment sales                            (40,733)         30,692         (63,813)
      Gain on sale of internal securites                         210,194              --         210,194
      Financing expense                                               --        (223,600)     (1,135,113)
      Interest expense                                           (92,322)        (84,010)       (316,136)
      Other income                                                16,412              --          26,757
      Forgiveness of debt                                          2,718         122,354         567,146
                                                            ------------    ------------    ------------
           Total Other Income (Expense)                           96,269        (152,229)       (882,086)
                                                            ------------    ------------    ------------

LOSS BEFORE INCOME TAXES                                        (782,494)       (966,957)     (9,506,054)

INCOME TAXES                                                          --              --              --

                                                            ------------    ------------    ------------
NET LOSS                                                        (782,494)       (966,958)     (9,506,054)
                                                            ------------    ------------    ------------

OTHER COMPREHENSIVE INCOME
      Change in market value of investments                           --           1,800           1,800
                                                            ------------    ------------    ------------

NET COMPREHENSIVE LOSS                                      $   (782,494)   $   (965,158)   $ (9,504,254)
                                                            ============    ============    ============


BASIC AND DILUTED NET LOSS PER SHARE                        $      (0.02)   $      (0.03)
                                                            ============    ============

WEIGHTED AVERAGE NUMBER OF
      COMMON SHARES OUTSTANDING                               34,187,607      28,928,582
                                                            ============    ============
</TABLE>

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


                                       20
<PAGE>

                              TREND MINING COMPANY
                         (An Exploration Stage Company)
                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
                                               Common Stock
                                        ----------------------    Additional     Stock                     Other
                                           Number                  Paid-in     Options and  Accumulated Comprehensive
                                         of Shares     Amount      Capital      Warrants      Deficit    Income (Loss)    Total
                                        -----------  ----------  -----------   ----------   ----------- -------------- -----------

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

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

Net loss for the year ended
 September 30, 1997                              --          --           --           --      (128,614)          --      (128,614)
                                        -----------  ----------  -----------   ----------   -----------   ----------   -----------
Balance, September 30, 1997               1,999,753      19,997      783,519           --      (687,118)          --       116,398

Issuance 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           --            --           --         4,500

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

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

Change in market value of
 investments                                     --          --           --           --            --      117,080       117,080
                                        -----------  ----------  -----------   ----------   -----------   ----------   -----------
Balance, September 30, 1998               2,258,253      22,582      907,934        2,659      (806,281)     117,080       243,974

Common stock issuances as follows:
   - for cash at an average of
      $0.07 per share                       555,000       5,550       35,450           --            --           --        41,000
   - for prepaid expenses at
      $0.33 per share                        50,000         500       16,000           --            --           --        16,500
   - for consulting services at
      an average of $0.20 per share         839,122       8,391      158,761           --            --           --       167,152
   - for mineral property 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           --            --           --       180,000

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

Other comprehensive loss                         --          --           --           --            --      (79,179)      (79,179)
                                        -----------  ----------  -----------   ----------   -----------   ----------   -----------
Balance, September 30, 1999               5,345,511  $   53,454  $ 1,452,007   $    2,659   $(1,523,040)  $   37,901   $    22,982
                                        -----------  ----------  -----------   ----------   -----------   ----------   -----------

Balance, September 30, 1999               5,345,511  $   53,454  $ 1,452,007   $    2,659   $(1,523,040)  $   37,901   $    22,982

Common stock and option issuances
 as follows:
   - for employee, officer and
      director compensation at
      an average of $0.61 per share         231,361       2,314      140,446       15,820            --           --       158,580
   - for officers' and directors'
      compensation at an average
      of $1.19 per share                     11,500         115       13,615           --            --           --        13,730
   - for 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 acquisition costs
      at $0.13 per share                    129,938       1,299       14,943           --            --           --        16,242
   - for modification of
      stockholder agreement at
      $0.60 per share                       200,000       2,000      118,000       30,000            --           --       150,000
   - for modification of
      stockholder agreement                      --          --        4,262       10,379            --           --        14,641
   - from exercise of options
      at $0.12 per share                  9,962,762      99,628    1,103,016      (37,524)           --           --     1,165,120

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

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

Net loss for the year ended
 September 30, 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)
                                        -----------  ----------  -----------   ----------   -----------   ----------   -----------
</TABLE>

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


                                       21
<PAGE>

                              TREND MINING COMPANY
                         (An Exploration Stage Company)
             STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (continued)

<TABLE>
<CAPTION>
                                           Common Stock
                                    ----------------------    Additional     Stock                        Other
                                       Number                  Paid-in     Options and  Accumulated    Comprehensive
                                     of Shares     Amount      Capital      Warrants      Deficit       Income (Loss)   Total
                                    -----------  ----------  -----------  ------------  -----------    --------------  -----------

<S>                                   <C>        <C>         <C>           <C>          <C>             <C>            <C>
Balance, September 30, 2000          18,232,776   $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
        from options 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 compensation
        at $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
        contract at 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            --             --         --            134,500

Options issued to officers,
 directors and employees for
 services                                    --         --           --       354,000             --         --            354,000

Warrants issued as follows:
     - for consulting services               --         --           --       170,521             --         --            170,521
     - for loan agreements                   --         --           --       141,547             --         --            141,547
     - for extension of
        exercise period on
        outstanding warrants                 --         --           --       608,058             --         --            608,058

Net loss for the year ended
 September 30, 2001                          --         --           --            --     (3,437,354)        --         (3,437,354)

Other comprehensive income                   --         --           --            --             --        413                413
                                     ----------   --------   ----------   -----------   ------------    -------        -----------
Balance, September 30, 2001          18,755,970   $187,559   $3,772,856   $ 1,389,976   $ (7,146,935)   $    --        $(1,796,543)
                                     ----------   --------   ----------   -----------   ------------    -------        -----------

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            --             --         --             36,193

Options issued to officers,
 directors and employees
 for services                                --         --           --        29,528             --         --             29,528

Warrants issued as follows:                  --
     - for loan agreements                   --         --           --        55,352             --         --             55,352

Expiration of stock options
 and warrants                                --         --       91,814       (91,814)            --         --                 --

Interest expense forgiven by
 shareholders                                --         --       42,950            --             --         --             42,950

Net 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            --             --         --            223,600

Change in marekt value of
 investments                                 --         --           --            --             --      1,800              1,800

Net 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)
                                     ----------   --------   ----------   -----------   ------------    -------        -----------

Balance, 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            --             --         --             18,000

Expired options & warrants                   --         --      503,774      (503,774)            --         --                 --

Options issued to officers and
 directors for services                      --         --           --        95,000             --         --             95,000
                                                                                                                       -----------
Change in market value of
 investments                                 --         --           --            --             --     (1,800)            (1,800)

Net loss for the year ended
 September 30, 2004                          --         --           --            --       (782,494)        --           (782,494)
                                     ----------   --------   ----------   -----------   ------------    -------        -----------
Balance, September 30, 2004          35,967,715   $359,677   $7,308,621   $   974,268   $(10,064,558)   $    --        $(1,421,992)
                                     ==========   ========   ==========   ===========   ============    =======        ===========
</TABLE>

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


                                       22
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                                  Period from
                                                                                                                October 1, 1996
                                                                                                                 (Inception of
                                                                                                                Exploration Stage)
                                                                                Year Ended        Year Ended          to
                                                                               September 30,     September 30,    September 30,
                                                                                   2004             2003             2004
                                                                               -------------     -------------  ------------------
<S>                                                                              <C>              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                                      $(782,494)       $(966,958)       $(9,506,054)
   Adjustments to reconcile net loss to net cash used by operating activities:
     Depreciation                                                                    2,900           10,590             51,876
     Loss (Gain) on investment sales                                                40,733          (30,692)            68,969
     Gain on sale of internal securities                                          (210,194)              --           (210,194)
     Loss (Gain) on disposition and impairment of assets                                --           (2,335)           185,891
     Gain on sale of mineral property claims for securities                             --               --               (500)
     Gain on trade-in of property and equipment                                         --               --             (7,872)
     Gain on settlement of vendor account                                          (16,412)        (122,354)          (138,766)
     Interest expense forgiven by related parties                                   (2,718)              --             20,848
     Common stock issued for services
     and expenses                                                                   56,425          294,000            983,974
     Common stock issued for payables and accrued expenses                         150,845           36,917            219,657
     Common stock and options issued as compensation                               113,000          143,256            977,375
     Stock options and warrants issued for financing activities                         --               --            822,257
     Common stock issued for investments                                            25,000           93,168            185,168
     Common stock and warrants issued to acquire mineral
     property options                                                                   --               --          1,114,873
     Warrants issued for consulting fees                                                --               --            170,521
     Common stock issued for incentive fees                                             --               --             21,544
     Investment traded for services                                                     --           23,400             45,939
   Changes in assets and liabilities:
     Prepaid expenses & inventory                                                   (2,948)              --                857
     Accounts payable                                                               75,679         (345,535)           315,469
     Accounts payable - checks in excess of bank balance                            (3,297)           3,304                  7
     Accrued expenses                                                               75,780         (100,542)             1,595
     Interest payable                                                               (7,026)          83,374             99,503
                                                                                 ---------        ---------        -----------
   Net cash used by operating activities                                          (509,727)        (880,407)        (4,602,073)
                                                                                 ---------        ---------        -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Proceeds from sale of equipment                                                    --               --             35,126
     Purchase of fixed assets                                                       (4,358)              --             (4,358)
     Purchase of mining claim                                                           --               --                 --
     Proceeds from sale of mineral property                                             --               --             20,000
     Purchase of furniture and equipment                                                --               --            (41,695)
     Proceeds from investments sold                                                 39,646           42,084            183,161
                                                                                 ---------        ---------        -----------
   Net cash provided (used) by investing activities                                 35,288           42,084            192,234
                                                                                 ---------        ---------        -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Payments on notes payable and short-term borrowings                          (112,500)          (3,300)          (124,556)
     Proceeds from internal securities sale                                        210,194               --            210,194
     Sale of warrants for common stock                                                  --               --             10,000
     Proceeds from short-term borrowings                                            47,500           68,300          1,469,157
     Sale of common stock, subscriptions
     and exercise of options                                                       335,000          550,000          2,693,151
     Issuance of penalty shares                                                         --          223,600            223,600
                                                                                 ---------        ---------        -----------
   Net cash provided by financing activities                                       480,194          838,600          4,257,946
                                                                                 ---------        ---------        -----------

NET INCREASE (DECREASE) IN CASH                                                      5,755              277              4,706

CASH, BEGINNING OF PERIOD                                                            2,558            2,281              3,607
                                                                                 ---------        ---------        -----------

CASH, END OF PERIOD                                                              $   8,313        $   2,558        $     8,313
                                                                                 =========        =========        ===========

SUPPLEMENTAL CASH FLOW INFORMATION:
   Interest paid                                                                 $      --        $      --        $     3,512
   Income taxes paid                                                             $      --        $      --        $        --

NON-CASH FINANCING AND INVESTING ACTIVITIES:
   Common stock and warrants issued to acquire
   mineral properties                                                            $      --        $      --        $   344,873
   Common stock issued to acquire mineral property                               $      --        $      --        $   845,000
   Common stock issued for acquisition of
   mining equipment                                                              $      --        $      --        $   180,000
   Common stock issued for services and expenses                                 $  56,425        $ 294,000        $   983,974
   Common stock issued for investment                                            $  25,000        $  93,168        $   185,168
   Common stock issued for payables and accrued expenses                         $ 150,845        $  36,917        $   219,657
   Common stock issued for incentive fees                                        $      --        $      --        $    21,544
   Common stock and options issued as compensation                               $ 113,000        $ 143,256        $   977,375
   Stock options  and warrants issued for financing activitie$                          --        $      --        $   822,257
   Warrants issued for consulting fees                                           $      --        $      --        $   170,521
   Deferred acquisition costs on mining property                                 $      --        $      --        $    46,242
   Purchase of equipment with financing agreement                                $      --        $      --        $    21,814
   Investments received for mineral property                                     $      --        $      --        $     5,500
   Investments traded for services                                               $      --        $  23,400        $    45,939
   Equipment for loans payable                                                   $      --        $      --        $     4,500
</TABLE>

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


                                       23
<PAGE>

                              TREND MINING COMPANY
                         (AN EXPLORATION STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004

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.  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.

The Company is actively seeking  additional  capital.  Management  believes that
additional  stock can be sold, or additional debt financing  secured,  to enable
the  Company  to  continue  to fund its  property  maintenance  and  exploration
activities.

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.

Outstanding options and warrants  representing an aggregate potential conversion
into  10,068,174 and 10,060,856  shares of common stock as of September 30, 2004
and 2003, respectively,  have been excluded from the calculation of diluted loss
per share as they would be antidilutive.

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.


                                       24
<PAGE>

                              TREND MINING COMPANY
                         (AN EXPLORATION STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Compensated Absences

The  Company's  employees  are  entitled  to paid  vacation,  paid sick days and
personal days off depending on job  classification,  length of service and other
factors.  The  Company  estimates  that the  amount of  compensation  for future
absences is minimal and immaterial for the periods ended  September 30, 2004 and
2003. 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.

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, 2004 and 2003, 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 stock with restrictions at a reasonable discount to other values.


                                       25
<PAGE>

                              TREND MINING COMPANY
                         (AN EXPLORATION STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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, 2004 and 2003 were $19,809
and $144,279,  respectively.  As of September 30, 2004,  cumulative  exploration
costs expensed during the Company's exploration stage totaled $2,928,875.

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,  2004.  Investment  in
securities available-for-sale is recorded at fair value at September 30, 2004.

Going Concern

As shown in the accompanying  financial  statements,  at September 30, 2004, the
Company has limited cash, has negative  working  capital,  has no revenues,  has
incurred a net loss of  $782,494  for the fiscal  year,  and has an  exploration
stage accumulated deficit of $9,506,054. 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  $1,300,000  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. See Note 13
on subsequent events.

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.  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. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


                                       26
<PAGE>

                              TREND MINING COMPANY
                         (AN EXPLORATION STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004

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.  When a property reaches the production stage, the related capitalized
costs will be amortized,  using the units of  production  method on the basis of
periodic estimates of ore reserves.

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

Option and Warrant Fair Value Calculations

The Company  utilizes the  Black-Scholes  valuation  model to calculate the fair
value of options and warrants  issued for financing,  acquisition,  compensation
and payment for services.  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  factor for 2004 of 91%, which is calculated  annually
based on estimates  of expected  volatility,  in  accordance  with  Statement of
Financial Accounting Standards No. 123. The Company did not issue any options or
warrants during the fiscal year ended  September 30, 2003, but issued  1,000,000
stock options at an exercise price of $.37 per share during fiscal 2004.

Recent Accounting Pronouncements

In May 2003,  the  Financial  Accounting  Standards  Board  issued  Statement of
Financial  Accounting  Standards  No. 150,  "Accounting  for  Certain  Financial
Instruments with  Characteristics  of Both Liabilities and Equity"  (hereinafter
"SFAS  No.  150").  SFAS No.  150  establishes  standards  for  classifying  and
measuring certain financial instruments with characteristics of both liabilities
and equity and requires that those  instruments  be classified as liabilities in
statements of financial  position.  Previously,  many of those  instruments were
classified  as  equity.  SFAS No. 150 is  effective  for  financial  instruments
entered  into or modified  after May 31, 2003 and  otherwise is effective at the
beginning  of the first  interim  period  beginning  after  June 15,  2003.  The
adoption  of  this  statement  has  had no  impact  on the  Company's  financial
statements.

In April 2003,  the Financial  Accounting  Standards  Board issued  Statement of
Financial   Accounting  Standards  No.  149,  "Amendment  of  Statement  133  on
Derivative  Instruments and Hedging  Activities"  (hereinafter  "SFAS No. 149").
SFAS No. 149 amends and clarifies the  accounting  for  derivative  instruments,
including certain derivative  instruments  embedded in other contracts,  and for
hedging  activities under SFAS No. 133,  "Accounting for Derivative  Instruments
and Hedging Activities".  This statement is effective for contracts entered into
or modified after June 30, 2003 and for hedging  relationships  designated after
June 30,  2003.  The  adoption  of SFAS No.  149 did not  impact  the  financial
position or results of operations of the Company.


                                       27
<PAGE>

                              TREND MINING COMPANY
                         (AN EXPLORATION STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements (continued)

In December 2002, the Financial  Accounting  Standards Board issued Statement of
Financial Accounting Standards No. 148, "Accounting for Stock-Based Compensation
- Transition and Disclosure"  (hereinafter  "SFAS No. 148"). SFAS No. 148 amends
SFAS No. 123, "Accounting for Stock-Based Compensation,"  (hereinafter "SFAS No.
123") to provide alternative methods of transition for a voluntary change to the
fair value based method of accounting for stock-based employee compensation.  In
addition,  SFAS No. 148 amends the  disclosure  requirements  of SFAS No. 123 to
require  prominent  disclosure in both annual and interim  financial  statements
about the method of accounting for  stock-based  employee  compensation  and the
effect of the method used on reported  results.  The  provisions of SFAS No. 148
are effective for financial  statements  for fiscal years ending after  December
15, 2002.  The Company  currently  reports  stock issued to employees  under the
rules of SFAS No. 123. Accordingly there is no change in disclosure requirements
due to SFAS No. 148.

In June 2002, Financial Accounting Standards Board issued Statement of Financial
Accounting  Standards No. 146,  "Accounting  for Costs  Associated  with Exit or
Disposal  Activities"  (hereinafter  "SFAS No.  146").  SFAS No.  146  addresses
significant  issues  regarding the  recognition,  measurement,  and reporting of
costs  associated  with exit and disposal  activities,  including  restructuring
activities.  SFAS No. 146 also addresses recognition of certain costs related to
terminating  a  contract  that is not a  capital  lease,  costs  to  consolidate
facilities or relocate employees, and termination benefits provided to employees
that  are  involuntarily  terminated  under  the  terms  of a  one-time  benefit
arrangement  that  is  not  an  ongoing  benefit  arrangement  or an  individual
deferred-compensation  contract. SFAS No. 146 was issued in June 2002, effective
December 31, 2002 with early  adoption  encouraged.  There has been no impact on
the Company's  financial  position or results of operations  resulting  from the
adoption of SFAS No. 146.

In April 2002,  the Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting Standards No. 145, "Rescission of SFAS Statements No. 4, 44
and 64, Amendment of SFAS No. 13, and Technical Corrections," (hereinafter "SFAS
No.  145")  which  updates,   clarifies  and  simplifies   existing   accounting
pronouncements.  SFAS No.  4,  which  required  all gains  and  losses  from the
extinguishment  of debt to be  aggregated  and, if  material,  classified  as an
extraordinary  item, net of related tax effect was  rescinded,  and as a result,
SFAS No.  64,  which  amended  SFAS No.  4, was  rescinded  as it was no  longer
necessary.  SFAS No.  145  amended  SFAS No. 13 to  eliminate  an  inconsistency
between the required accounting for sale-leaseback transactions and the required
accounting for certain lease  modifications  which have economic effects similar
to those of sale-leaseback transactions. Management has determined that SFAS No.
145 did not effect the Company's  financial  position or results of  operations,
except for the need to classify debt extinguishments as ordinary.

In October 2001, the Financial  Accounting  Standards Board issued  Statement of
Financial  Accounting  Standards  No. 144,  "Accounting  for the  Impairment  or
Disposal  of  Long-Lived  Assets"  (hereinafter  "SFAS  No.  144").  SFAS No 144
replaces SFAS No. 121,  "Accounting for the Impairment of Long-Lived  Assets and
for Long-Lived Assets to Be Disposed of." This new standard establishes a single
accounting  model for  long-lived  assets to be disposed  of by sale,  including
discontinued  operations.  SFAS No. 144 requires that these long-lived assets be
measured  at the  lower of  carrying  amount  or fair  value  less cost to sell,
whether  reported in continuing  operations  or  discontinued  operations.  This
statement is effective  beginning for fiscal years after December 15, 2001, with
earlier  application  encouraged.  The  Company  adopted  SFAS  No.  144 and the
adoption had no effect on the  financial  statements of the Company at September
30, 2004.


                                       28
<PAGE>

                              TREND MINING COMPANY
                         (AN EXPLORATION STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements (continued)

In October 2001, the Financial  Accounting  Standards Board issued  Statement of
Financial  Accounting  Standards  No.  143,  "Accounting  for  Asset  Retirement
Obligations"  (hereinafter "SFAS No. 143"). SFAS No. 143 establishes  guidelines
related to the retirement of tangible  long-lived  assets of the Company and the
associated  retirement costs.  This statement  requires that the fair value of a
liability  for an asset  retirement  obligation  be  recognized in the period in
which it is incurred  if a  reasonable  estimate of fair value can be made.  The
associated asset retirement costs are capitalized as part of the carrying amount
of the long-lived assets.  This statement is effective for financial  statements
issued for the fiscal  years  beginning  after  June 15,  2002 and with  earlier
application encouraged. The Company adopted SFAS No. 143 and the adoption had no
effect on the financial statements of the Company at September 30, 2004.

In June 2001,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards No. 141, "Business  Combinations"  (hereinafter
"SFAS  141")  and  SFAS  No.  142,   "Goodwill  and  Other  Intangible   Assets"
(hereinafter  "SFAS No. 142").  SFAS No. 141 provides for the elimination of the
pooling-of-interests  method of  accounting  for business  combinations  with an
acquisition  date  of  July 1,  2001  or  later.  SFAS  No.  142  prohibits  the
amortization of goodwill and other  intangible  assets with indefinite lives and
requires  periodic  reassessment  of the  underlying  value of such  assets  for
impairment.  SFAS No. 142 is effective for fiscal years beginning after December
15, 2001. An early  adoption  provision  exists for companies  with fiscal years
beginning  after  March  15,  2001.  The  Company  has  adopted  SFAS  No.  142.
Application of the  nonamortization  provision of SFAS No. 142 has had no effect
on the Company's  financial  statements  as the Company does not currently  have
intangible assets with indefinite lives.

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, 2004, the Company had net deferred tax assets, calculated at an
expected rate of 30%, of approximately  $1,681,000  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, 2004.


                                       29
<PAGE>

                              TREND MINING COMPANY
                         (AN EXPLORATION STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Provision for Taxes (continued)

The significant components of the Company's deferred tax assets are as follows:

                                                   September 30,   September 30,
                                                       2004             2003
                                                   -------------   -------------
Net operating losses                               $   7,921,000   $  7,140,000

Nondeductible stock options and warrants
issued under a non-qualified plan:                     2,320,000      2,320,000
                                                   -------------   -------------
    Net operating loss carryforward                $   5,601,000   $  4,820,000
                                                   -------------   -------------

Deferred tax asset                                 $   1,681,000   $  1,450,000
Deferred tax asset valuation allowance             $  (1,681,000)  $ (1,450,000)

At September  30, 2004,  the Company had net  operating  loss  carryforwards  of
approximately  $5,601,000,  which expire in the years 2004 through 2028. 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 $2,320,000  attributable  to options and warrants  issued to employees
and consultants.  The change in the allowance account from September 30, 2003 to
September 30, 2004 was approximately $231,000.

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

During the fourth quarter of fiscal 2004, the Company  reevaluated  its property
positions and determined that several of its projects did not hold potential for
major mineral  discoveries.  While these projects have been demonstrated to host
platinum,  palladium,  and/or  gold  mineralization,   the  quantities  of  such
mineralization  found  to  date  do not  exhibit  characteristics  that  warrant
continued  exploration,  and thus the Company has  terminated  its  interests at
Spruce Mountain, Douglas Creek, and Keystone, Wyoming; Hardrock Johnson, Nevada;
and at McCormick  Creek-Green  Mountain,  Montana.  The following  describes the
Company's significant mineral properties at September 30, 2004:

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.


                                       30
<PAGE>

                              TREND MINING COMPANY
                         (AN EXPLORATION STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004

NOTE 3 - MINERAL PROPERTIES (CONTINUED)

Wyoming Properties (continued)

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.

As noted above,  the Company had also acquired other Wyoming  projects that were
evaluated and then terminated in 2004. These include 42 unpatented mining claims
at Spruce  Mountain,  34  unpatented  mining  claims at Douglas  Creek,  and 121
unpatented  mining claims at its Keystone  property At September  30, 2004,  the
Company  retains a total of 601  unpatented  mining  claims  in  Albany  County,
Wyoming.

Nevada Properties

At September 30, 2004, 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.

Peter Lake, Saskatchewan, Canada

As of  September  30, 2004 the Company  holds 7 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.  The  Company  plans 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).

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. See Note 13.


                                       31
<PAGE>

                              TREND MINING COMPANY
                         (AN EXPLORATION STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004

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.

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.

During the year ended  September 30, 2004,  the Company  issued 626,130 share 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

During the year ended  September 30, 2003,  the Company issued 369,160 shares of
common  stock  valued  at  $36,917  for  loans  and  expenses   payable  to  two
individuals,  450,000 shares of common stock valued at $93,168 for  investments,
2,008,779 shares of common stock valued at $294,000 for services, 860,000 shares
of common stock valued at $223,600 for financing  expense,  1,423,156  shares of
common stock valued at $143,256 for director, officer and employee compensation,
and 5,500,000 shares of common stock for $550,000 cash.

See Note 5 regarding future loan repayments in units of Trend securities.


                                       32
<PAGE>

                              TREND MINING COMPANY
                         (AN EXPLORATION STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004

NOTE 4 - CAPITAL STOCK (CONTINUED)

Common Stock (continued)

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.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
                                                           COMMON    ADDITIONAL               NUMBER      NUMBER      VALUE OF
                                    NUMBER OF    PRICE     STOCK      PAID-IN      TOTAL        OF          OF        OPTIONS/
                         ISSUE DATE  SHARES    PER SHARE   AMOUNT     CAPITAL      AMOUNT     OPTIONS    WARRANTS     WARRANTS
---------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>       <C>          <C>         <C>        <C>         <C>        <C>        <C>       <C>
BALANCE, OCTOBER 1,
1996                                 1,754,242  $       -   $ 17,542   $ 663,218   $ 680,760                            $       -
---------------------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------------------
CS for Cash              03/25/1997    200,000       0.50      2,000      98,000     100,000
---------------------------------------------------------------------------------------------------------------------------------
CS for Payment of
liabilities and
expenses                 09/30/1997     45,511       0.50        455      22,301      22,756
---------------------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------------------
BALANCE SEPTEMBER 30,
1997                                 1,999,753                19,998     783,518     803,516
---------------------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------------------
CS for Mineral property  07/23/1998    150,000       0.50      1,500      73,500      75,000
---------------------------------------------------------------------------------------------------------------------------------
CS for Cash              07/23/1998      7,500       0.20         75       1,425       1,500
---------------------------------------------------------------------------------------------------------------------------------
CS for Lease
termination              07/23/1998     12,000       0.50        120       5,880       6,000
---------------------------------------------------------------------------------------------------------------------------------
CS for Debt              07/23/1998     80,000       0.50        800      39,200      40,000
---------------------------------------------------------------------------------------------------------------------------------
OPT for Financing        09/24/1998                                                              180,000                    2,659
---------------------------------------------------------------------------------------------------------------------------------
CS for Compensation      09/30/1998      9,000       0.50         90       4,410       4,500
---------------------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------------------
BALANCE SEPTEMBER 30,
1998                                 2,258,253                22,583     907,933     930,516     180,000                    2,659
---------------------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------------------
CS for Debt,
investment and expenses  10/12/1998      9,210       0.30         92       2,671       2,763
---------------------------------------------------------------------------------------------------------------------------------
CS for Equipment         10/30/1998    600,000       0.30      6,000     174,000     180,000
---------------------------------------------------------------------------------------------------------------------------------
CS for Cash              11/28/1998      5,000       0.20         50         950       1,000
---------------------------------------------------------------------------------------------------------------------------------
CS for Officers'
compensation             12/31/1998     30,858       0.44        309      13,191      13,500
---------------------------------------------------------------------------------------------------------------------------------
CS for Directors'
compensation             01/25/1999     16,500       0.25        165       3,960       4,125
---------------------------------------------------------------------------------------------------------------------------------
CS for Officers'
compensation             01/31/1999      8,572       0.35         86       2,914       3,000
---------------------------------------------------------------------------------------------------------------------------------
CS for Officers'
compensation             03/31/1999     24,000       0.25        240       5,760       6,000
---------------------------------------------------------------------------------------------------------------------------------
CS for Consulting
services                 03/31/1999      6,000       0.25         60       1,440       1,500
---------------------------------------------------------------------------------------------------------------------------------
CS for Consulting
services                 04/30/1999     32,000       0.28        320       8,640       8,960
---------------------------------------------------------------------------------------------------------------------------------
CS for Officers'
compensation             04/30/1999     12,000       0.28        120       3,240       3,360
---------------------------------------------------------------------------------------------------------------------------------
CS for Consulting
services                 05/31/1999     73,333       0.25        733      17,600      18,333
---------------------------------------------------------------------------------------------------------------------------------
CS for Consulting
services                 06/30/1999     34,353       0.25        344       8,244       8,588
---------------------------------------------------------------------------------------------------------------------------------
CS for Officers'
compensation             06/30/1999     50,000       0.16        500       7,500       8,000
---------------------------------------------------------------------------------------------------------------------------------
CS for Consulting
services                 06/30/1999     95,833       0.16        958      14,375      15,333
---------------------------------------------------------------------------------------------------------------------------------
CS for Consulting
services                 07/06/1999      5,000       0.25         50       1,200       1,250
---------------------------------------------------------------------------------------------------------------------------------
OPT for Financing
activities               07/22/1999                                                               50,000
---------------------------------------------------------------------------------------------------------------------------------
CS for Mineral
property option          07/27/1999    715,996       0.13      7,160      82,471      89,631
---------------------------------------------------------------------------------------------------------------------------------
CS for Cash              07/29/1999     33,333       0.15        333       4,667       5,000
---------------------------------------------------------------------------------------------------------------------------------
CS for Consulting
services                 07/30/1999    146,603       0.12      1,466      16,126      17,592
---------------------------------------------------------------------------------------------------------------------------------
CS for Consulting
services                 07/31/1999    133,697       0.12      1,337      14,707      16,044
---------------------------------------------------------------------------------------------------------------------------------
CS for Officers'
compensation             07/31/1999     41,667       0.12        417       4,583       5,000
---------------------------------------------------------------------------------------------------------------------------------
CS for Cash              08/04/1999     16,667       0.15        167       2,333       2,500
---------------------------------------------------------------------------------------------------------------------------------
CS for Rent              08/09/1999      1,000       0.25         10         240         250
---------------------------------------------------------------------------------------------------------------------------------
OPT for Financing
activities               08/13/1999                                                              100,000
---------------------------------------------------------------------------------------------------------------------------------
CS for Cash              08/15/1999     50,000       0.05        500       2,000       2,500
---------------------------------------------------------------------------------------------------------------------------------
CS for Consulting
services                 08/17/1999      5,000       0.25         50       1,200       1,250
---------------------------------------------------------------------------------------------------------------------------------
CS for Cash              08/17/1999    100,000       0.05      1,000       4,000       5,000
---------------------------------------------------------------------------------------------------------------------------------
CS for Cash              08/26/1999    100,000       0.10      1,000       9,000      10,000
---------------------------------------------------------------------------------------------------------------------------------
CS for Consulting
services                 08/31/1999    159,750       0.25      1,598      38,341      39,938
---------------------------------------------------------------------------------------------------------------------------------
CS for Prepaid expenses  09/10/1999     50,000       0.33        500      16,000      16,500
---------------------------------------------------------------------------------------------------------------------------------
CS for Cash              09/10/1999     50,000       0.10        500       4,500       5,000
---------------------------------------------------------------------------------------------------------------------------------
CS for Cash              09/13/1999    200,000       0.05      2,000       8,000      10,000
---------------------------------------------------------------------------------------------------------------------------------
CS for Consulting
services                 09/30/1999     80,053       0.26        801      20,013      20,814
---------------------------------------------------------------------------------------------------------------------------------
CS for Officers'
compensation             09/30/1999    133,333       0.26      1,333      33,334      34,667
---------------------------------------------------------------------------------------------------------------------------------
CS for Consulting
services                 09/30/1999     67,500       0.26        675      16,875      17,550
---------------------------------------------------------------------------------------------------------------------------------
BALANCE SEPTEMBER 30,
1999                                 5,345,511                53,455   1,452,009   1,505,464     330,000                    2,659
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       33
<PAGE>

                              TREND MINING COMPANY
                         (AN EXPLORATION STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004

NOTE 4 - CAPITAL STOCK (CONTINUED)

Common Stock (continued)

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
                                                           COMMON    ADDITIONAL               NUMBER      NUMBER      VALUE OF
                                    NUMBER OF    PRICE     STOCK      PAID-IN      TOTAL        OF          OF        OPTIONS/
                         ISSUE DATE  SHARES    PER SHARE   AMOUNT     CAPITAL      AMOUNT     OPTIONS    WARRANTS     WARRANTS
---------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>       <C>          <C>         <C>        <C>         <C>        <C>        <C>       <C>
 BALANCE SEPTEMBER 30,
 1999                                5,345,511  $       -   $ 53,455  $1,452,009  $1,505,464     330,000                  $ 2,659
---------------------------------------------------------------------------------------------------------------------------------

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

 --------------------------------------------------------------------------------------------------------------------------------
 BALANCE SEPTEMBER 30,
 2000                               18,232,776               182,328   3,296,897   3,479,225     127,833   8,179,761      118,920
 --------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       34
<PAGE>

                              TREND MINING COMPANY
                         (AN EXPLORATION STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004

NOTE 4 - CAPITAL STOCK (CONTINUED)

Common Stock (continued)

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
                                                           COMMON    ADDITIONAL               NUMBER      NUMBER      VALUE OF
                                    NUMBER OF    PRICE     STOCK      PAID-IN      TOTAL        OF          OF        OPTIONS/
                         ISSUE DATE  SHARES    PER SHARE   AMOUNT     CAPITAL      AMOUNT     OPTIONS    WARRANTS     WARRANTS
---------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>       <C>          <C>         <C>        <C>         <C>        <C>        <C>       <C>
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)                  (3,070)
---------------------------------------------------------------------------------------------------------------------------------
CS for Consulting
services                 10/15/2000     10,000       1.15        100      11,400      11,500
---------------------------------------------------------------------------------------------------------------------------------
CS for Officers'
compensation             10/31/2000      3,000       1.30         30       3,870       3,900
---------------------------------------------------------------------------------------------------------------------------------
WAR for Consulting
services                 11/01/2000                                                                          250,000      123,775
---------------------------------------------------------------------------------------------------------------------------------
CS for Employees'
compensation             12/06/2000      2,200       0.90         22       1,958       1,980
---------------------------------------------------------------------------------------------------------------------------------
CS for Cash              12/20/2000    100,000       1.00      1,000      99,000     100,000
---------------------------------------------------------------------------------------------------------------------------------
WAR for Consulting
services                 12/31/2000                                                                          180,000       46,746
---------------------------------------------------------------------------------------------------------------------------------
CS for Consulting
services                 01/02/2001     10,000       1.35        100      13,400      13,500
---------------------------------------------------------------------------------------------------------------------------------
CS for Cash              01/11/2001     47,000       1.00        470      46,530      47,000
---------------------------------------------------------------------------------------------------------------------------------
CS for Consulting
services                 01/11/2001      3,407       1.00         34       3,373       3,407
---------------------------------------------------------------------------------------------------------------------------------
CS for Consulting
services                 01/23/2001        604       1.10          6         658         664
---------------------------------------------------------------------------------------------------------------------------------
CS for Cash              01/24/2001     25,000       1.00        250      24,750      25,000
---------------------------------------------------------------------------------------------------------------------------------
WAR for Loan agreements  02/01/2001                                                                          285,000       76,551
---------------------------------------------------------------------------------------------------------------------------------
CS for Cash              02/06/2001     20,000       1.00        200      19,800      20,000
---------------------------------------------------------------------------------------------------------------------------------
CS for Consulting
services                 02/06/2001        483       1.00          5         478         483
---------------------------------------------------------------------------------------------------------------------------------
CS for Directors'
compensation             02/23/2001     75,000       0.85        750      63,000      63,750
---------------------------------------------------------------------------------------------------------------------------------
OPT for Director,
officer and employee
compensation             02/23/2001                                                            1,200,000                  354,000
---------------------------------------------------------------------------------------------------------------------------------
WAR for Loan agreements  03/12/2001                                                                           50,000       13,430
---------------------------------------------------------------------------------------------------------------------------------
WAR Extension of
exercise period          03/12/2001                                                                                       608,058
---------------------------------------------------------------------------------------------------------------------------------
CS for Modification of
contract                 03/22/2001      3,000       0.78         30       2,310       2,340
---------------------------------------------------------------------------------------------------------------------------------
CS for Interest
payments                 04/03/2001      5,000       0.83         50       4,100       4,150
---------------------------------------------------------------------------------------------------------------------------------
CS for Consulting
Services                 04/13/2001        967       0.98         10         938         948
---------------------------------------------------------------------------------------------------------------------------------
CS for Mineral
Property Expense         05/11/2001      1,000       0.85         10         840         850
---------------------------------------------------------------------------------------------------------------------------------
WAR for Loan agreement   07/01/2001                                                                          185,000       45,079
---------------------------------------------------------------------------------------------------------------------------------
CS for Services          07/31/2001     40,000       0.73        400      28,800      29,200
---------------------------------------------------------------------------------------------------------------------------------
CS for Interest
payments                 08/08/2001      5,000       0.77         50       3,800       3,850
---------------------------------------------------------------------------------------------------------------------------------
WAR Attached to note     08/16/2001                                                                           90,000        6,487
---------------------------------------------------------------------------------------------------------------------------------
CS for Services          08/28/2001      3,700     0.3037      1,063       1,100
---------------------------------------------------------------------------------------------------------------------------------
CS for Loans Payable     08/31/2001     92,000       1.00        920      91,080      92,000
---------------------------------------------------------------------------------------------------------------------------------
CS for Loans Payable     09/28/2001     42,500       1.00        425      42,075      42,500
---------------------------------------------------------------------------------------------------------------------------------
Options 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      10/08/2001     25,000       1.00        250      24,750      25,000
---------------------------------------------------------------------------------------------------------------------------------
CS for Payable           10/24/2001     12,536       0.55        126       6,769       6,895
---------------------------------------------------------------------------------------------------------------------------------
WAR for Loan agreements  11/01/2001                                                                          129,445        9,876
---------------------------------------------------------------------------------------------------------------------------------
WAR Cancelled            11/15/2001                                        2,750       2,750                (275,000)      (2,750)
---------------------------------------------------------------------------------------------------------------------------------
CS for Financing
expense                   1/25/2002     64,429       0.45        644      28,349      28,993
---------------------------------------------------------------------------------------------------------------------------------
Interest Expense
forgiven by
shareholders              1/30/2002                                       42,950      42,950
---------------------------------------------------------------------------------------------------------------------------------
WAR Issued                1/30/2002                                                                          180,000       21,660
---------------------------------------------------------------------------------------------------------------------------------
CS for Financing
expense                    2/8/2002     18,000       0.40        180       7,020       7,200
---------------------------------------------------------------------------------------------------------------------------------
CS for Services            2/8/2002     60,000       0.40        600      23,400      24,000
---------------------------------------------------------------------------------------------------------------------------------
CS for Services           2/22/2002     20,000       0.40        200       7,800       8,000
---------------------------------------------------------------------------------------------------------------------------------
OPT for Director,
officer and employee
compensation              3/12/2002                                                              307,800                   29,528
---------------------------------------------------------------------------------------------------------------------------------
Options Expired           3/12/2002                                       59,063      59,063    (196,863)                 (59,063)
---------------------------------------------------------------------------------------------------------------------------------
CS for Mineral
properties                3/20/2002  1,100,000       0.70     11,000     759,000     770,000
---------------------------------------------------------------------------------------------------------------------------------
CS for Services           5/12/2002     32,500       0.70        325      22,425      22,750
---------------------------------------------------------------------------------------------------------------------------------
WAR for Loan agreements   6/30/2002                                                                          113,413       23,816
---------------------------------------------------------------------------------------------------------------------------------
WAR Expired               6/30/2002                                       30,001      30,001                (200,000)     (30,001)
---------------------------------------------------------------------------------------------------------------------------------
Options Expired           7/19/2002                                                              (12,500)
---------------------------------------------------------------------------------------------------------------------------------
CS for Cash               9/30/2002  2,500,000       0.10     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
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       35
<PAGE>

                              TREND MINING COMPANY
                         (AN EXPLORATION STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004

NOTE 4 - CAPITAL STOCK (CONTINUED)

Common Stock (continued)


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
                                                           COMMON    ADDITIONAL               NUMBER      NUMBER      VALUE OF
                                    NUMBER OF    PRICE     STOCK      PAID-IN      TOTAL        OF          OF        OPTIONS/
                         ISSUE DATE  SHARES    PER SHARE   AMOUNT     CAPITAL      AMOUNT     OPTIONS    WARRANTS     WARRANTS
---------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>       <C>          <C>         <C>        <C>         <C>        <C>        <C>       <C>
BALANCE SEPTEMBER 30,
2002                                22,588,435              $225,884  $5,012,134  $5,238,018   1,073,237   9,167,619   $1,383,042
---------------------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------------------
Misc. Common Stock
Adjustment                  10/1/02     29,555       0.01        296                     296
---------------------------------------------------------------------------------------------------------------------------------
CS for Cash                10/31/02  4,550,000       0.10     45,500     409,500     455,000
---------------------------------------------------------------------------------------------------------------------------------
CS for Services            10/31/02    683,000       0.12      6,830      78,490      85,320
---------------------------------------------------------------------------------------------------------------------------------
CS for Cash                11/12/02    600,000       0.10      6,000      54,000      60,000
---------------------------------------------------------------------------------------------------------------------------------
CS for Cash                 12/4/02    100,000       0.10      1,000       9,000      10,000
---------------------------------------------------------------------------------------------------------------------------------
CS for Cash                 1/14/03    250,000       0.10      2,500      22,500      25,000
---------------------------------------------------------------------------------------------------------------------------------
CS for Investments          1/14/03    450,000       0.21      4,500      88,668      93,168
---------------------------------------------------------------------------------------------------------------------------------
CS for Note payable         1/14/03    369,160       0.10      3,692      33,224      36,916
---------------------------------------------------------------------------------------------------------------------------------
CS for Services             1/14/03    280,687       0.14      2,807      35,792      38,599
---------------------------------------------------------------------------------------------------------------------------------
CS for Services              4/1/03    142,592       0.21      1,426      28,574      30,000
---------------------------------------------------------------------------------------------------------------------------------
CS for Services             4/11/03    150,000       0.17      1,500      24,000     25,500
---------------------------------------------------------------------------------------------------------------------------------
CS for Services             9/15/03    400,000       0.14      4,000      53,841     57,841
---------------------------------------------------------------------------------------------------------------------------------
CS for Director,
officer and employee
compensation                9/15/03  1,350,656       0.10     13,507     122,149     135,656
---------------------------------------------------------------------------------------------------------------------------------
CS for Services             9/30/03    425,000       0.15      4,250      60,091      64,341
---------------------------------------------------------------------------------------------------------------------------------
CS for Financing costs      9/30/03    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
---------------------------------------------------------------------------------------------------------------------------------
CS for Cash                05/06/04    250,000       0.20      2,500      47,500      50,000
---------------------------------------------------------------------------------------------------------------------------------
CS for Cash                05/06/04    250,000       0.20      2,500      47,500      50,000
---------------------------------------------------------------------------------------------------------------------------------
CS for Cash                05/07/04    550,000       0.20      5,500     104,500     110,000
---------------------------------------------------------------------------------------------------------------------------------
CS for Cash                05/07/04    250,000       0.20      2,500      47,500      50,000
---------------------------------------------------------------------------------------------------------------------------------
CS for Cash                05/10/04     50,000       0.20        500       9,500      10,000
---------------------------------------------------------------------------------------------------------------------------------
CS for Cash                05/11/04    157,500       0.20      1,575      29,925      31,500
---------------------------------------------------------------------------------------------------------------------------------
CS for Cash                05/11/04     17,500       0.20        175       3,325       3,500
---------------------------------------------------------------------------------------------------------------------------------
CS for Investment          05/13/04    125,000       0.20      1,250      23,750      25,000
---------------------------------------------------------------------------------------------------------------------------------
CS for Cash                05/18/04     50,000       0.20        500       9,500      10,000
---------------------------------------------------------------------------------------------------------------------------------
CS for Cash                05/18/04     45,000       0.20        450       8,550       9,000
---------------------------------------------------------------------------------------------------------------------------------
CS for Cash                05/18/04      5,000       0.20         50         950       1,000
---------------------------------------------------------------------------------------------------------------------------------
CS for services            05/26/04    140,000       0.35      1,400      47,600      49,000
---------------------------------------------------------------------------------------------------------------------------------
CS for Director,
officer and employee
compensation               06/03/04    180,000       0.20      1,800      34,200      36,000
---------------------------------------------------------------------------------------------------------------------------------
CS for Services            06/09/04     22,500       0.33        225       7,200       7,425
---------------------------------------------------------------------------------------------------------------------------------
CS for Accounts Payable    08/20/04     13,630       0.20     136.30    2,625.70       2,762
---------------------------------------------------------------------------------------------------------------------------------
CS for Accounts Payable    08/20/04    160,000       0.20      1,600      30,400      32,000
---------------------------------------------------------------------------------------------------------------------------------
CS for Services            08/20/04    150,000       0.20      1,500      28,500      30,000
---------------------------------------------------------------------------------------------------------------------------------
CS for Accounts Payable    08/20/04     26,500       0.25        265    6,361.79       6,630
---------------------------------------------------------------------------------------------------------------------------------
CS for Accounts Payable    08/20/04     60,000       0.25        600   14,306.52      14,907
---------------------------------------------------------------------------------------------------------------------------------
CS for Accounts Payable    08/20/04     20,000       0.25        200       4,800       5,000
---------------------------------------------------------------------------------------------------------------------------------
CS for Accounts Payable    08/20/04    166,000       0.25       1660   39,889.64      41,550
---------------------------------------------------------------------------------------------------------------------------------
CS for Cash                09/09/04     50,000        .20        500       9,500      10,000
---------------------------------------------------------------------------------------------------------------------------------
Options issued to
officer and director                                                                           1,000,000                   95,000
---------------------------------------------------------------------------------------------------------------------------------
Expired options and
warrants                                                                 313,774                (873,237)   (299,445)    (313,774)
---------------------------------------------------------------------------------------------------------------------------------
Balance September 30,
2004                                35,967,715              $359,677  $7,118,621  $7,478,298   1,200,000   8,868,174   $1,164,268
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

NOTE 5 - COMMON STOCK OPTIONS AND WARRANTS

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.


                                       36
<PAGE>

                              TREND MINING COMPANY
                         (AN EXPLORATION STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004

NOTE 5 - COMMON STOCK OPTIONS AND WARRANTS (CONTINUED)

In the  Black-Scholes  Option  Price  Calculations  below,  the Company used the
following  assumptions to estimate fair value:  the risk-free  interest rate was
5.0%,  volatility was 91%, and a life of 3 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.

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  ("the January 30, 2002  Financing  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


                                       37
<PAGE>

                              TREND MINING COMPANY
                         (AN EXPLORATION STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004

NOTE 5 - COMMON STOCK OPTIONS AND WARRANTS (CONTINUED)

Electrum LLC/Tigris Financial Group Ltd. (continued) 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, 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  (hereinafter
"the Kaplan  Parties or "the  Lenders")  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.

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.  This gain is reflected in the income  statement as internal  gain from
sale of securities.

The  Company  issued  1,000,000  options  with a strike  price of $.37 per share
during the year ended September 30, 2004 to an officer and director. No warrants
were  issued in the  current  year,  nor did the  Company  issue any  options or
warrants during the year ended September 30, 2003.


                                       38
<PAGE>

                              TREND MINING COMPANY
                         (AN EXPLORATION STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004

NOTE 5 - COMMON STOCK OPTIONS AND WARRANTS (CONTINUED)

Electrum LLC/Tigris Financial Group Ltd. (continued)

Following is a summary of stock options for the years ended September 30, 2004
and 2003:

                                                                 Weighted
                                                               Average Exercise
                                         Number of Shares          Price
                                         -----------------     ----------------
Outstanding at October 1, 2002               1,073,237          $        0.85
Granted                                             --                     --
Exercised                                           --                     --
Expired                                        (67,000)                  0.50
                                            ----------          -------------
Outstanding at September 30, 2003            1,006,237          $        0.87
                                            ==========          =============
Options exercisable at September 30, 2003    1,006,237          $        0.87
                                            ==========          =============


Outstanding at October 1, 2003               1,006,237          $        0.87
Granted                                                                  0.37
                                                                    1,000,000
Exercised                                           --                     --
Expired                                       (806,237)                  0.80
                                                                -------------
Outstanding at September 30, 2004            1,200,000          $        0.44
                                            ==========          =============
Options exercisable at September 30, 2004      700,000          $        0.49
                                            ==========          =============

Options exercisable:
    -On or before March 3, 2006                200,000          $        0.80
    -On or before May 27, 2007                 500,000          $        0.37


                                       39
<PAGE>

                              TREND MINING COMPANY
                         (AN EXPLORATION STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004

NOTE 6 - RELATED PARTY TRANSACTIONS

Calumet Mining Company

The Company sold its Pyramid Mine claims on November 12, 2001 to Calumet  Mining
Company, 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.

Notes Payable - Related Parties

The following is a listing of loan amounts due to related  parties (all of which
are unsecured) and the dates that these loans were made to the Company:

      Name                                            Date         Amount
      ---------------------------------------      ---------    --------------
      Electrum LLC                                   11/6/00    $      35,000
                                                     12/4/00          100,000
                                                    12/18/00           50,000
                                                     1/26/01           50,000
                                                     3/15/01           50,000
                                                     4/10/01           50,000
                                                      5/4/01           50,000
                                                      6/4/01           50,000
                                                      7/3/01           85,000
                                                     1/31/02          150,000
                                                               --------------
                                                                      670,000
                                                               --------------
      LCM Holdings, LLC                           10/26/2001           50,000
                                                   11/1/2001           10,000
                                                  11/15/2001           30,000
                                                  11/28/2001           29,445
                                                    5/7/2002           60,000
                                                   5/22/2002           35,000
                                                   6/14/2002           18,412
                                                               --------------
                                                                      232,857
                                                               --------------
      Berger                                       8/28/2001           90,000
                                                   10/2/2001           10,000
                                                               --------------
                                                                      100,000
                                                               --------------
      Buchanan                                      1/8/2002           30,000
                                                               --------------
      Total notes payable - related parties                     $   1,032,857
                                                                =============


                                       40
<PAGE>

                              TREND MINING COMPANY
                         (AN EXPLORATION STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004

NOTE 6 - RELATED PARTY TRANSACTIONS (CONTINUED)

Notes Payable - Related Parties (continued)

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.

Investments

In January 2003,  the Company  issued 450,000 shares of its common stock to 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 David  Mooney,  its chief  geologist,  for services
valued at $23,400.

Employment Agreement

In July 2000, the Company  entered into an employment  agreement with 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.  If the Company is unable to pay the salary in cash then Mr. Ryan has the
option to receive  $3,000 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,  2004 and 2003,  respectively,  no amounts  were owed to Mr. Ryan
under this agreement.

In January  2003,  the Company  issued  35,000 shares of common stock to Michael
Sharratt,  a director of the Company,  for services  rendered under an agreement
with the Company.

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,     September 30,
                                                  2004              2003
                                                --------          ---------
        Furniture, Equipment, and Vehicles      $ 37,389          $  33,030
        Less: Accumulated Depreciation           (30,758)           (27,858)
                                                --------          ---------
                                                $  6,631          $   5,172
                                                ========          =========


                                       41
<PAGE>

                              TREND MINING COMPANY
                         (AN EXPLORATION STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004

NOTE 8 - INVESTMENTS

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

As of September 30, 2004, the Company held no investments

During  fiscal  2003,  the  Company  made the  following  sales of its shares of
Western  Goldfields,  Inc.  In July and  September,  5,000  and  13,000  shares,
respectively,  were sold to Cadence  Resources  Corporation for $19,000 cash. In
September,  12,000  shares  were issued to David  Mooney,  the  Company's  chief
geologist,  for services valued at $23,400.  The Company  realized a net gain on
these sales of $32,900.

Also during fiscal 2003,  the Company made the following  sales of its shares of
Cadence Resources Corporation. In July, 10,000 shares were sold for $8,500 cash.
In September, the remaining 8,334 shares were sold for $14,585 cash. The Company
realized a net loss on these sales of $5,333.

The Company sold the Pyramid Mine claims on November 12, 2001 to Calumet  Mining
Company,  a related  party,  for 50,000 shares of common stock of Calumet Mining
Company. This stock was subsequently acquired by Western Goldfields, Inc. on a 1
for 2 basis. As a result, the Company held 25,000 shares of Western  Goldfields,
Inc as of September 30, 2002.

In January  2003,  the  Company  issued  450,000  shares of its common  stock 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. See Note
6.

NOTE 9 - LONG-TERM DEBT

Loan Payable

On October 6, 2003 Western Goldfields Inc. loaned the Company $40,000. This loan
was repaid on June 10, 2004. Western Goldfields waived all interest amounts that
were due. This resulted in a forgiveness  of debt of $ 2,718,  which is recorded
as other income.

NOTE 10 - FORGIVENESS OF DEBT

In the  first  quarter  of 2003,  the  Company  and a vendor  agreed  to  settle
outstanding invoices with the Company totaling $272,354 in exchange for $150,000
in cash.  This resulted in  forgiveness of debt of $122,354 which is recorded as
other income.


                                       42
<PAGE>

                              TREND MINING COMPANY
                         (AN EXPLORATION STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004

NOTE 11 - COMMITMENTS AND CONTINGENCIES

Lease Agreements

In July 2000, the Company entered into a lease  agreement for office  facilities
in Reno,  Nevada. As of September 30, 2001, the Company no longer occupied these
facilities  in Nevada and stopped  payment  under the lease.  On May 23, 2002, a
Nevada  court  entered a judgment  by default  against  the Company in the total
amount of $18,574 that bears interest at 18% per annum until paid in full.  This
amount has been recorded in accounts payable on the Company's balance sheet.

In August 2004,  the Company  relocated  to  Colorado,  and entered into a lease
agreement for office facilities in Littleton.  The office lease requires monthly
payments of $1,153 and expires  July 31, 2005.  During the year ended  September
30, 2004 the Company  paid  approximately  $2,300,  with an  additional  $11,530
payable, under the terms of the lease.

Consulting Agreements

On October 31, 2000,  the Company  entered into a consulting  agreement with Mr.
Brian  Miller  who  performed  certain  services  for the  Company.  Under  this
agreement,  Mr. Miller was to have received cash for his consulting services and
was granted 10,000 shares of common stock effective January 2, 2001. On February
23, 2001,  Mr. Miller was also granted an option to purchase  107,800  shares at
$0.80.  On July 20,  2001,  Mr.  Miller was informed  that the Company  would no
longer  require his  services.  The Company is  currently  negotiating  with Mr.
Miller  regarding  outstanding  invoices  due to him.  The 107,800  options have
expired  because they were not exercised  within 90 days of  termination  of his
consulting agreement.

Mr. Ryan has an agreement with the Company, as discussed in Note 6.

Mineral Properties

In order to retain its Peter Lake Claims in  Saskatchewan,  Canada,  the Company
must fulfill exploration  commitments  totaling $302,435 by December of 2004. If
this amount is not  expended by the due date,  then the Company has 89 days,  to
pay an  equivalent  amount to the  Saskatchewan  office of  Industry & Resources
("SIR"),  the  government  agency  overseeing the  maintenance  of claims,.  The
Company can recover the amounts paid to SIR by spending  twice the amount in the
following field season.  Additionally,  the claims are revalidated for the prior
year and extended for the coming year.

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,  2004 is  approximately
$27,000 related to this judgment.

NOTE 12 - CONCENTRATION

The Company has significantly relied on Mr. Thomas Kaplan and various associated
entities of Mr. Kaplan for operating capital.


                                       43
<PAGE>

                              TREND MINING COMPANY
                         (AN EXPLORATION STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004

NOTE 13 - SUBSEQUENT EVENTS

Secured convertible debt financing

On December 8, 2004, the Company executed a convertible debt financing agreement
that has  commitments  for  approximately  $2.0  million.  Of the total  amount,
$250,000  was  received  by the  Company  on the same day,  and a further  $1.75
million was expected to be funded before the end of January 2005.

The offering was funded by a group of  institutional  and accredited  investors.
Trend  intends on utilizing the new debt facility to payoff or settle all of its
existing  trade  accounts  payable and to fund  exploration  work on its mineral
projects in North America.

Under the terms of the debt offering, the Company will issue secured convertible
promissory notes in the aggregate principal amount of approximately  $2,000,000.
The  convertible  notes will be  amortized  over a three year  period and accrue
interest  at the  minimum  rate of 10% per annum.  Principal  and  interest  are
payable  monthly at the option of the Company in cash or shares of the Company's
common  stock,  and are  convertible  into shares of common stock at the rate of
$0.30 per share.  The Company also is required to file a registration  statement
under the Securities Act of 1933 providing for the resale of the shares issuable
upon the conversion of the notes.

In consideration of this placement, investors received 40% 5-year warrants (that
is,  2,666,666  warrants)  exercisable at $.50 per share.  The Company may force
conversion at $.50 per share if the Company's common stock has traded above $.75
per share for 30 trading  days or longer.  In addition,  investors  received 50%
Green Shoe warrants to purchase  3,333,333  shares of the Company's common stock
at an exercise  price equal to $.25 per share.  The Green Shoe  warrants  have a
term of 180 days from the effective date of the registration statement. Finally,
as part of the closing costs and due diligence fees paid for by the Company, but
in lieu of cash,  the Company  issued a 15%  warrant,  convertible  into 400,000
shares, exercisable at $.50 per share for a term of five years.

Fees paid in cash from proceeds of the financing total $30,000 in legal fees and
13% in diligence  fees. Of such amounts,  $36,250 was withheld from the $250,000
received on December 8th,  2004, and the balance will be deducted from remaining
proceeds received in January, 2005.

Mineral Properties

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.

Diabase Peninsula, Cree Lake Area, Saskatchewan, Canada

The Company announced on October 6th 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.


                                       44
<PAGE>

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,  such that the aggregate area of uranium claims in the Athabasca Basin
totals 4,224 hectares.

In December 2004, Trend announced that it and Nuinsco Resources Limited signed a
Letter of Intent to form a 50-50 joint  venture to own,  operate and explore the
three Cree Lake/Diabase Peninsula claims. Terms of the deal include; 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 must be executed by March 9, 2005 after which
Nuinsco must  maintain  all three claims in good  standing and must spend CDN$ 2
million by December of


                                       45
<PAGE>

NOTE 13 - SUBSEQUENT EVENTS (CONTINUED)

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
by March 9, 2005.


                                       46
<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

ITEM 8A. CONTROLS AND PROCEDURES

The former President of the Company, Kurt Hoffman, resigned in July, 2004 and
was replaced by the current President and Chief Executive Officer, Thomas
Loucks.

As of the end of the period covered by this report, Trend's Chief Executive
Officer and President and Trend's Chief Financial Officer and Treasurer carried
out an evaluation, of the effectiveness of Trend's disclosure controls and
procedures pursuant to Rules 13a-15 and 15d-15 of the Securities Exchange Act of
1934, as amended. Based upon that evaluation, Trend's CFO and Treasurer and
Chief Executive Officer and President concluded that Trend's disclosure controls
and procedures are effective.

There have been no changes in Trend's internal control over financial reporting
during the fiscal year ended September 30, 2004, that have materially affected,
or are reasonably likely to materially affect, Trend's internal control over
financial reporting, including any corrective actions with regard to significant
deficiencies and material weaknesses.


                                       47
<PAGE>

                                    PART III

Item 9.  Directors & Executive Officers

                                Principal Occupations and Business Experience
Nominee                                 During the Past Five Years
-------                                 --------------------------

J. Michael Sharratt           Mr. Sharratt became a member of the board
Age 75                        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. He has
                              been the president of Platina Minerals LLC, a
                              private company that provides mineral consulting
                              services, since 2000. 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 President, from
                              1992 to 1994, 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          Mr. Christian was elected to the board of
Age 48                        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 which they comprised. 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
                              research products 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.


                                       48
<PAGE>

                                Principal Occupations and Business Experience
Nominee                                 During the Past Five Years
-------                                 --------------------------

Bobby E. Cooper               Mr. Cooper became a director of the Company in
Age 58                        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 mining
                              company and a wholly owned subsidiary of Rio Tinto
                              (RTZ), a mining company. 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 start-up
                              chemical company.

Thomas Loucks                 Mr. Loucks became President and Chief Executive
Age 55                        Officer of the Company in June, 2004 and a member
                              of the Board in August, 200. He worked as an
                              independent consultant to junior mining and other
                              resource companies from July, 2000 until joining
                              the Company. Prior to that he was the Executive
                              Vice President and Treasurer of Royal Gold, Inc.
                              from 1991 until June, 2000. 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 both a B.A. and M.A. in
                              Geology from Dartmouth College and a M.B.A. from
                              Stanford University.

John P. Ryan                  Mr. Ryan has served as our Chief Financial Officer
Age 42                        ("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 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.


                                       49
<PAGE>

                                Principal Occupations and Business Experience
Nominee                                 During the Past Five Years
-------                                 --------------------------

Ishiung J. Wu                 Dr. Wu became a director of the Company in August
Age 58                        2000. He is currently the President and Chairman
                              of GreatWall Gold Corporation., an exploration
                              company focused on mineral development in China.
                              He is the president of IW Exploration Co., a
                              privately held company engaged in mineral
                              exploration ventures and capital management since
                              January 1992. 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 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.

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 2004 fiscal year, and Forms 5
furnished to the Company with respect to such fiscal year, the Company's
officers, directors and greater than 10% beneficial owners complied with all
Section 16(a) filing requirements except as follows: a delinquent Form 5 was
filed for Mr. Christian on December 31, 2003, reporting three delinquent
transactions; a delinquent Form 5 was filed for Mr. Cooper on February 2, 2004,
reporting a delinquent Form 3 and one delinquent transaction; a delinquent Form
5 was filed for Mr. Hoffman on April 8, 2004, reporting eight delinquent
transactions; a delinquent Form 5 was filed for Mr. Ryan on April 8, 2004,
reporting seven delinquent transactions; a delinquent Form 5 was filed for Mr.
Sharratt on February 3, 2004, reporting four delinquent transactions; a
delinquent Form 5 was filed for Mr. Wu on January 22, 2004, reporting two
delinquent transactions; a delinquent Form 5 was filed jointly by Mr. and Mrs.
Kaplan on November 21, 2003, reporting a delinquent Form 3 for Mrs. Kaplan and
delinquent Form 4 filings in connection with 16 transactions. Additionally, Mr.
Sharratt filed a delinquent Form 5 filing on January 3, 2005. The remainder of
the Directors remain delinquent in filing their annual Form 5 report for fiscal
year 2004. Also, Mr. Loucks failed to timely file a Form 3 report upon joining
the Company and reporting his initial holdings, and failed to file a Form 4
reporting the acquisition of 50,000 shares on September 9, 2004. Mr. Wu failed
to file a Form 4 reporting the acquisition of options in May, 2004.


                                       50
<PAGE>

Code of Ethics

      We have adopted a Code of Ethics that applies to our principal executive
officer and senior financial officers. Please see Item 13, Exhibit 14.

Audit Committee

      The Company has an Audit Committee established in accordance with
3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. The members of
the Audit Committee are Jeff Christian, Ishiung Wu, and John Ryan. The Audit
Committee's financial expert is Jeff Christian.

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, 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.

Item 10. Executive Compensation

Summary of Cash and Certain Other Compensation

                             Executive Compensation

The following table shows the total compensation that we paid to our President
and Chief Executive Officer for the last three completed fiscal years. Those
positions were occupied by kurt Hoffman October, 2003 through May, 2004, and by
Thomas Loucks from June, 2004 through September, 2004. No officer received more
than $100,000 in total compensation during each of fiscal years 2002, 2003 and
2004. Therefore, for purposes of this disclosure, Kurt Hoffman is our only
"named executive officer" in 2002 and 2003, and Mr. Hoffman and Mr. Loucks for
2004.


                                       51
<PAGE>

                           Summary Compensation Table
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
                    Annual Compensation         Long-Term Compensation

                                     Other                Securities
     Name                            Annual  Restricted   Underlying
     and                             Compen-   Stock      Options /    LTIP     All Other
  Principal         Salary   Bonus   sation    Awards -     SARs      Payouts  Compensation
  Position    Year   ($)      ($)      ($)      ($)         (#)         ($)        ($)
     (a)      (b)   (c)(1)    (d)      (e)      (f)         (g)         (h)        (i)
-------------------------------------------------------------------------------------------
<S>          <C>   <C>         <C>   <C>         <C>      <C>             <C>
Thomas       2004  $26,000                                $95,000
Loucks,
President,
CEO(1)
-------------------------------------------------------------------------------------------
Kurt J.      2004  $36,000
Hoffman      2003  $60,066(2)  0     $5,700(3)   0              0         0
President,   2002  $88,000(2)  0     $5,700(3)   0              0         0
CEO(2)
-------------------------------------------------------------------------------------------
</TABLE>

(1)   Mr. Loucks became President & CEO of the Company in June, 2004 replacing
      Mr. Hoffman.

(2)   Mr. Hoffman served as President & CEO from June 1998 until June, 2004. In
      2004 Mr. Hoffman received cash compensation of $6,000 and restricted
      shares valued at $30,000 in lieu of salary. In 2003, Mr. Hoffman received
      600,656 restricted shares of our common stock, valued at $0.10 per share,
      in lieu of $60,066 of salary. The fair market value of such shares on
      September 30, 2003, the date of grant, was $90,098. In 2002, Mr. Hoffman
      received $85,284 of his salary in cash and the remainder was deferred.

(3)   Reflects the value of the use of a Company automobile calculated at $.38
      per mile and 15,000 miles per year.

                                  Option Grants

      During the fiscal year ended September 30, 2004, Mr. Loucks received
options to purchase 500,000 shares at $0.37 per share, all with a three year
term from the date of vesting. The vesting schedule is as follows: 250,000
vested immediately upon Mr. Loucks joining the Company, 50,000 vested on
November 28, 2004, 100,000 are scheduled to vest on May 28, 2005 and 100,000 are
scheduled to vest on May 28, 2006.

               Aggregated Option Exercises in Last Fiscal Year-End
                     and Fiscal Year-End Option Values Table

      The following table contains information concerning the number of shares
acquired and value realized from the exercise of options by the named executive
officers during fiscal 2004 and the number of unexercised options held by the
named executive officers at September 30, 2004.


                                       52
<PAGE>

<TABLE>
<CAPTION>
                                                            Number of Shares of             Value of Unexercised
                                                          Common Stock Underlying           In-The-Money Options
                         Shares                             Unexercised Options           at Year End (September 30
                        Acquired                      at Year End (September 30, 2004)          2004)(1) ($)
                           On       Value Realized    --------------------------------    -------------------------
          Name          Exercise         ($)           Exercisable    Unexercisable       Exercisable  Unexercisable
---------------------   --------    --------------     -----------    -------------       -----------  -------------
<S>                         <C>          <C>              <C>               <C>                 <C>            <C>
Thomas Loucks               0            $ --             250,000           --                  --             --
</TABLE>


----------
(1)   Options are "in-the-money" if the market price of a share of common stock
      exceeds the exercise price of the option.

      Trend has no retirement, pension or profit sharing program for the benefit
of its directors, officers or other employees, but the Board of Directors may
recommend one or more such programs for adoption in the future.

Option/SAR Grants

      In 2000 the Company adopted its 2000 Stock Option and Stock Award Plan
under which up to 5,000,000 shares of our common stock could be awarded as share
awards or options and based upon merit of work performed as well as a retention
tool. As of September 30, 2004, 1,200,000 shares or options have been awarded
under this plan, 700,000 of which were outstanding and exercisable at September
30, 2004.

Director Compensation

For fiscal years 2003 and 2004, we granted to each of our current directors
100,000 shares of our Common Stock, 600,000 shares in the aggregate, pursuant to
the 2000 Equity Incentive Plan for compensation for their service on the board.
The 2004 grant was made in January, 2005 after the end of the Company fiscal
year and is not reflected in the financial statements of the Company for fiscal
year 2004. Additionally, Mr. Ishuing Wu was granted additional options I
recognition of him undertaking the role of Chairman of the Board. Mr. Wu
received options to purchase 500,000 shares at $0.37 per share, all with a three
year term from the date of vesting. The vesting schedule is as follows: 250,000
vested immediately upon Mr. Wu becoming Chairman, 50,000 vested on November 28,
2004, 100,000 are scheduled to vest on May 28, 2005 and 100,000 are scheduled to
vest on May 28, 2006.

The overall Director compensation plan was decided upon after considering other
possible compensation proposals, but does not necessarily reflect the
compensation which may be awarded in fiscal year 2005. The Company may also in
the future award Directors for assuming additional responsibilities such as
serving on a standing committee. In the future the Board intends to award
compensation to its members by examining what is comparable compensation at
other companies in the same industry and at the same stage of development as
that of the Company, and choosing a level of compensation which is at or near
the median level of compensation paid by other companies, taking into account a
desire to award compensation which creates incentive for retention and
performance of the members.


                                       53
<PAGE>

Item 11. Security Ownership of Certain Beneficial Owners and Management

The following table sets forth as of December 31, 2004, the Common Stock
ownership of the directors, executive officers and each person known by us to be
the beneficial owner of five percent or more of our Common Stock. All
information is taken from or based on ownership filings made with the SEC or on
information provided directly to us. Unless otherwise indicated, the
shareholders listed below have sole voting and investment power with respect to
the shares reported as owned.

<TABLE>
<CAPTION>
             Name and Address of                               Amount and Nature        Percent of Class
            Beneficial Owner (1)                            of Beneficial Ownership     ----------------
            --------------------                            -----------------------

Directors and Executive Officers
--------------------------------
<S>                                                              <C>                         <C>
Thomas Loucks (7)                                                   350,000                    *
Jeffrey M. Christian (2)                                            212,000                    *
Bobby E. Cooper                                                     115,000                    *
John P. Ryan (3)                                                  1,087,000                  3.00%
J. Michael Sharratt (4)                                             362,500                  1.00%
Ishiung J. Wu (8)                                                   415,000                  1.15%
All Officers and Directors as a Group (5)                         2,541,500                  7.02%

5% Stockholders
---------------

Thomas S. Kaplan (6)                                             14,567,854                  40.21%
154 West 18th Street
New York, New York
* Amount shown is less than 1 percent.
</TABLE>

1.    The address of each such person, unless otherwise noted, is c/o Trend
      Mining Company, 5575 South Sycamore Street, Suite 103, Littleton Colorado
      80120.

2.    Mr. Christian directly owns 107,000 shares and has voting and dispositive
      control with respect to 105,000 shares owned by CPM Group of which he is
      the majority stockholder.


3.    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.

4.    These shares include 200,000 shares issuable upon exercise of currently
      exercisable options.


                                       54
<PAGE>

5.    These shares include 800,000 shares issuable pursuant to currently
      exercisable options, 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, of which Mr. Ryan is an
      affiliate and 105,000 shares owned by CPM Group.

6.    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. ("Tigris"), Electrum LLC
      ("Electrum"), and LCM Holdings, LDC ("LCM"). 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.

7.    Includes 300,000 shares of common stock issuable upon exercise of
      warrants.

8.    Includes 300,000 shares of common stock issuable upon exercise of
      warrants.

Item 12. Certain Relationships and Related Transactions

Conflicts of Interest

Mr. Ryan is an officer and director of other companies which are exploration
stage mineral companies. However, none of the other companies are focused on
exploration for palladium and platinum, and therefore, the potential for
conflicts of interest are believed to be minimized.

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.


                                       55
<PAGE>

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 additionally works as a consultant and advisor, through CPM 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 PGM exploration companies that compete with Trend. It
hosts an annual PGM 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 PGMs. 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.

John P. Ryan

In July 2001, when Mr. Ryan was again designated as the Company's chief
financial officer, secretary and treasurer, an employment agreement was reached
under which Mr. Ryan received 7,500 shares per month of the Company's Common
Stock. In the fiscal year 2001, Mr. Ryan received 44,667 shares of our Common
Stock for services rendered and expenses incurred as an officer of the Company.
In the fiscal year 2002, Mr. Ryan received 78,000 shares of our Common Stock for
services rendered and expenses incurred as an officer of the Company. Beginning
in September 2002, Mr. Ryan's agreement was revised. Pursuant to his revised
employment agreement, Mr. Ryan receives $3,000 cash per month for his services.
If the Company cannot pay such sums in cash, then, at his option, Mr. Ryan can
convert the compensation owed to restricted shares at the prevailing rate at
which shares are or were most recently sold. In the fiscal year 2003, Mr. Ryan
received 187,500 shares of our stock for services rendered and expenses incurred
as an officer of the Company.

In November 2001, the Company sold the Pyramid property, an exploration property
consisting of five unpatented mining claims in Churchill County, Nevada, to
Calumet Mining Company ("Calumet"), a related party, for 50,000 restricted
shares of common stock of Calumet, valued at $500. In August 2002, Calumet's
stock was subsequently acquired by Western Goldfields, Inc. on a 1 for 2 basis.
As a result, the Company received 25,000 shares of the common stock of Western
Goldfields, Inc. The Pyramid property is a small silver mine and was not
prospective for platinum group metals. The Company retained a 1.5% net smelter
return royalty in the property should the Pyramid property be placed in
production in the future. Mr. Ryan, our Chief Financial Officer and a director
of the Company, was also an officer and director of Calumet at the time of the
transaction. This transaction is not an "arms-length" transaction by virtue of
the related character of the parties. Therefore, the consideration paid for the
Pyramid may be considered as being totally arbitrary and not the product of
substantial negotiation.

In January 2003, the Company issued 450,000 shares of our common stock to Mr.
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 one of our directors and our chief financial officer
and also an officer of Cadence Resources Corporation and a former director of
Western Goldfields, Inc. The Company subsequently sold the 18,334 shares of the
common stock of Cadence Resources Corporation for $23,084.50 and 5,000 shares of
the common stock of Western Goldfields for $4,000. The Company continues to hold
30,000 shares of Western Goldfields stock from this placement.


                                       56
<PAGE>

In July 2003, Cadence Resources advanced to the Company $3,300. This amount was
repaid by the Company on July 14, 2003.

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 David Mooney, its chief geologist, for
services valued at $23,400.

In October 2003, Western Goldfields Inc. loaned the Company $40,000. The loan
bears no interest. This loan was repaid in full on June 24, 2004.

Loans by Related Parties

In 1999, the Company entered into a Stock Purchase Agreement with Tigris.
Pursuant to the agreement, Tigris purchased 1,000,000 shares of our 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 our Common Stock. Tigris assigned certain of its
rights under the stock purchase agreement to Electrum and our 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 our board of directors and demand
registration rights. They have not exercised their rights to representation on
our 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 our 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.

Following our reincorporation in Delaware in 2001, we issued one share of Series
A preferred stock to Mr. Kaplan in a private placement. The terms of the Series
A preferred stock provide that each issuance of Common Stock, preferred stock,
options, warrants or other equity securities by the Company requires the written
consent of Mr. Kaplan or the then current holder of the Series A preferred
stock. By mutual agreement of Mr. Kaplan and the board of directors, the share
was cancelled, effective October 1, 2002.


                                       57
<PAGE>

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 our 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 our Common
Stock and one warrant (a "Unit Warrant") to purchase one share of our 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.

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

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
Issued to                   # Shares      Previous Exp.    New Exp. Date         Previous Price per       New Price per
                                          Date                                   Share                    Share
-------------------------------------------------------------------------------------------------------------------------
<S>                            <C>        <C>              <C>                   <C>                      <C>
Electrum                       520,000    09/30/07         09/30/06              $1.00                    $1.50
-------------------------------------------------------------------------------------------------------------------------
Electrum                       150,000    01/30/07         01/30/07              $1.00                    $1.50
-------------------------------------------------------------------------------------------------------------------------
LCM Holdings LDC               119,445    01/09/05         01/09/04              $1.00                    $1.50
-------------------------------------------------------------------------------------------------------------------------
LCM Holdings LDC               113,413    06/27/07         06/27/07              $1.00                    $1.50
-------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       58
<PAGE>

In July and August 2002, Mr. Kaplan, an accredited investor, made loans to us in
the aggregate amount of $250,000. Pursuant to the terms of these loans, Mr.
Kaplan converted the debt into 2,500,000 shares of our common stock pursuant to
an offering undertaken by the Company in October, 2002.

In August 2003, CGT Management Ltd. loaned $65,000 to the Company. This note
bears interest at 10% per annum. Pursuant to an amendment in November 2003, the
principal and interest were to be due February 25, 2004. Members of Mr. Kaplan's
family have an indirect interest in CGT Management Ltd. Pursuant to the
settlement agreement of February 12th discussed above, this loan was repaid on
that date in full.

Consultants

CPM Group is managed by Jeffrey M. Christian, the majority owner of CPM Group
and a director of the Company. CPM Group has in the past performed various
services for us, including public and shareholder relations, research and market
intelligence on platinum group metal markets and financial advisory functions in
connection with possible mergers and acquisitions. CPM Group has not performed
any services for Trend since the calendar last quarter of 2002.

In February 2002, the Company entered into a consulting agreement with Mr.
Sharratt to act in an advisory capacity to management and to arrange meetings
between the Company and potential investors previously known to Mr. Sharratt, in
exchange for 5,000 shares of Common Stock per month (the "Sharratt Agreement").
Pursuant to the Sharratt Agreement, in January 2003, the Company issued 35,000
shares of Common Stock to Mr. Sharratt for services rendered. The fair market
value of these shares on the date of issuance was $10,500 based on the closing
price of our Common Stock on that day. The Sharratt Agreement has been cancelled
and no additional shares will be issued thereunder. The agreement was terminated
in January, 2003.

In August 2002, the Company engaged Howard Schraub as a consultant. Pursuant to
the agreement, Mr. Schraub was to receive 50,000 shares of restricted stock per
month and an additional $10,000 per month in value of restricted stock,
calculated at the close on or nearest to the 15th day of each month. A final
agreement was reached in October 2002 and made retroactive to August 1, 2002,
the date Mr. Schraub began consulting for the Company. All shares issued for his
service in the 2002 fiscal year were issued in October 2002. The Company issued
163,334 shares to Mr. Schraub pursuant to this agreement for consulting expenses
incurred in August and September 2002. During the fiscal year ended September
30, 2003, the Company issued 1,683,779 shares to Mr. Schraub for consulting
services. Our agreement with Mr. Schraub was terminated in August 2003.

In March 2002, the Company purchased from Ron Nash and Mr. Schraub a 100%
interest in the Lake Owen, Wyoming unpatented mining claims in exchange for
600,000 shares of restricted Common Stock issued to Mr. Schraub and 500,000
shares of restricted Common Stock issued to Mr. Nash. Mr. Schraub and Mr. Nash
had acquired the Lake Owen property in February 2002, pursuant to a transfer
agreement with General Minerals.



                                       59
<PAGE>

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)

          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      Lake Owen Option Agreement, dated July 27, 1999, by and
                    between General Minerals Corporation and the Company. (5)

          10.2      Stock Purchase Agreement, dated as of December 29, 1999,
                    between Tigris Financial Group Ltd. and the Company. (5)

          10.3      Amendment to Lake Owen Option Agreement, dated June 12,
                    2000, between General Minerals Corporation and the Company;
                    and Warrant Agreement, dated June 12, 2000, between the
                    Company and General Minerals Corporation. (5)

          10.4      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)

          10.5      Letter Agreement, dated November 10, 2000, by and between
                    the Company and Electrum LLC. (6)

          10.6      Letter Agreement, dated November 17, 2000, by and between
                    the Company and Electrum LLC. (6)

          10.7      Loan Facility Agreement, dated December 6, 2000, by and
                    between the Company and Electrum LLC. (6)


                                       60
<PAGE>

          10.8++    2000 Equity Incentive Plan, adopted February 23, 2001. (7)

          10.9      Loan Agreement, dated March 12, 2001, by and between the
                    Company and Electrum LLC. (8)

          10.10     Letter Agreement, dated April 11, 2001, by and between the
                    Company and Electrum LLC. (9)

          10.11++   Employment Agreement, dated July 1, 2001, by and between the
                    Company and John P. Ryan.(10)

          10.12     Form of Loan Facility, dated August 16, 2001, between the
                    Company and Lillian Berger.(10)

          10.13     Short Term Loan Agreement, dated September 6, 2001, between
                    the Company and Kurt J. Hoffman. (10)

          10.14     Loan Facility, dated September 28, 2001, between the Company
                    and Lillian Berger. (10)

          10.15     Form of Loan Facility, dated October 22, 2001, between the
                    Company and LCM Holdings, LDC.(10)

          10.16     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)

          10.17     Loan Facility, dated December 18, 2001, between the Company
                    and Larry Buchanan. (10)

          10.18     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)

          10.19     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)

          10.20     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)

          10.21     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)

          10.22     Form of Loan Facility, dated June 27, 2002, between the
                    Company and LCM Holdings, LDC. (10)

          10.23++   Amended Employment Agreement, dated September 1, 2002, by
                    and between the Company and John P. Ryan. (10)

          10.24     Cancellation of share of Series A Preferred Stock, dated
                    October 1, 2002, by the Company and Thomas Kaplan. (10)

          10.25     Business Consultant Agreement, dated October 29, 2002, by
                    and between the Company and Howard Schraub. (10)

          10.26     Form of Subscription Agreement in connection with October -
                    December 2002 private placement. (10)

          10.27     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)

          10.28     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)

          10.29     Fee Agreement, dated March 1, 2003, by and between the
                    Company and National Securities Corporation. (10)

          10.30     Promissory Note, dated August 29, 2003, from the Company to
                    CGT Management Ltd. (10)

          10.31     Form of Amendment to Promissory Note, dated November 27,
                    2003, by and between the Company and CGT Management Ltd.
                    (10)

          31.1+     Certification of Chief Executive Officer Pursuant to Rule
                    13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934,
                    as amended.

          31.2+     Certification of Chief Financial Officer Pursuant to Rule
                    13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934,
                    as amended.

          32+       Certification Pursuant to 18 U.S.C. Section 1350.


                                       61
<PAGE>

          10.33*    Waiver Agreement dated February 12, 2004, by and between the
                    Company and Electrum LLC, and between the Company and LCM
                    Holdings LDC.

          10.34*    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.

+     Filed herewith.

*     Incorporated by reference to the Company's Annual Report on Form 10K-SB
      for the fiscal year ended September 30, 2004 filed with the Commission on
      January 13, 2005, File No. 0-31159.

++    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. 0-31159.

(2)   Incorporated by reference to Schedule 13D by Thomas S. Kaplan, filed with
      the Commission on October 4, 2000, File No. 0-559667.

(3)   Incorporated by reference to Schedule 13D/A by Thomas S. Kaplan, filed
      with the Commission on May 23, 2001, File No. 0-559667.

(4)   Incorporated by reference to Schedule 13D/A by Thomas S. Kaplan, filed
      with the Commission on November 21, 2003, File No. 0-559667.

(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. 0-31159.

(6)   Incorporated by reference to the Company's Annual Report on Form 10-KSB
      for the fiscal year ended September 30, 2000, File No. 0-31159.

(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. 0-31159.

(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. 0-31159.

(10)  Incorporated by reference to the Company's Annual Report on Form 10K-SB
      for the fiscal year ended September 30, 2003 filed with the Commission on
      January 21, 2004, File No. 0-31159.

(b)   Reports on Form 8-K

During the fiscal year the Company filed no reports on Form 8-K. Subsequent to
the end of the fiscal year and prior to the date of this report the Company
filed three reports on Form 8-K, all of which were to report the release of news
items.


                                       62
<PAGE>

ITEM  14.  PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES

The Company's Board and Audit Committee reviews and approves audit and
permissible non-audit services performed by Williams & Webster P.S., as well as
the fees charged by Williams & Webster P.S. for such services. In its review of
non-audit service fees and its appointment of Williams & Webster P.S. as the
Company's independent accountants, the audit committee considered whether the
provision of such services is compatible with maintaining the independence of
Williams & Webster P.S. All of the services provided and fees charged by
Williams & Webster P.S. in 2004 were pre-approved by the full Board of
Directors, since the Audit Committee was not active in fiscal year 2004 .

AUDIT FEES

The aggregate fees billed by Williams & Webster P.S. for professional services
for the audit of the annual financial statements of the Company and the reviews
of the financial statements included in the Company's quarterly reports on Form
10-QSB for 2004 and 2003 were $42,300 and $43,388, respectively, net of
expenses.

AUDIT-RELATED FEES

There were no audit related fees billed by Williams & Webster P.S. during the
last two fiscal years for assurance and related services that were reasonably
related to the performance of the audit or review of the Company's financial
statements and not reported under "Audit Fees" above.

TAX FEES

There was an additional $1,050 billed by Williams & Webster P.S. during the last
two fiscal years for professional services rendered by Williams & Webster P.S.
for tax compliance.

ALL OTHER FEES

There were $1,000 in other fees billed by Williams & Webster P.S. during the
last two fiscal years.

Audit fees for the year ended 9-30-04           $42,300
Consulting fees for same period                 $ 1,000
Tax fees                                        $ 1,050
Other fees                                      $     0
                                                -------

Total fees for year ended 9-30-04               $44,350
                                                =======


                                       63
<PAGE>

                                   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 COMPANY

Dated:  January 28, 2005               By: /s/ Thomas A. Loucks
                                           -------------------------------------
                                           Thomas A. Loucks
                                           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            Director, President and         January 28, 2005
---------------------------     Chief Executive Officer
Thomas A. Loucks


/s/ John P. Ryan                Director, Treasurer and         January 28, 2005
---------------------------     Chief Financial Officer
John P. Ryan                    (Principal accounting officer)


/s/ J. Michael Sharratt         Director                        January 28, 2005
---------------------------
J. Michael Sharratt


/s/ Jeffrey M. Christian        Director                        January 28, 2005
---------------------------
Jeffrey M. Christian


/s/ Bobby E. Cooper             Director                        January 28, 2005
---------------------------
Bobby E. Cooper


/s/ Ishiung J. Wu               Director                       January 28, 2005
---------------------------
Ishiung J. Wu


                                       51