**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**




**FORM
      10-KSB/A**




Amendment
      No. 1




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




For
      the
      fiscal year ended September 30, 2005




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




For
      the
      transition period from _______ to _________




Commission
      file number 000-31159




TREND
      MINING COMPANY


(Name
      of
      small business issuer in its charter)




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





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





Issuer’s
                telephone number (303) 798-7363




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




Title
                of each class
            Name
                of each exchange on which registeredNone





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




Common
      Stock, par value $0.01


(Title
      of
      Class)




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




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




Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B is not contained in this form, and no disclosure will be
      contained, to the best of registrant’s knowledge, in definitive proxy or
      information statements incorporated by reference in Part III of this Form 10-KSB
      or any amendment to this Form 10-KSB. o




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




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









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




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




**DOCUMENTS
      INCORPORATED BY REFERENCE**




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




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




EXPLANATORY
        NOTE
 Trend
          Mining Company (the “Company”) is filing this Amendment No. 1 on Form 10-KSB/A
          to amend its Annual Report on Form 10-KSB for the fiscal year ended September
          30, 2005, as filed with the Securities and Exchange Commission on January
          13,
          2006 (the “Original 10-KSB”). The purpose of this Amendment No. 1 is to provide
          certain information as required under Items 10 and 14 of Part III and to
          make
          certain amendments to the Financial Statements and Notes to the Financial
          Statements in Item 7, of Part II of the Original 10-KSB, primarily to
          correct for an error in the accounting for the sale of an interest in mineral
          property. The effect of the restatement was to increase property
          and equipment by $868, increase accounts payable by$133,196,
          increase accounts receivable by $1,000,000, increase financing expenses
          $368,148, decrease interest $374,907, decrease operating expenses by $860,923,
          and decrease net loss and accumulated deficit at September 30, 2005 by
          $868,671
          ($0.02 per share). This
          Amendment No. 1 does not otherwise update information in the Original 10-KSB
          to
          reflect facts or events occurring subsequent to the date the Original 10-KSB
          was
          filed.




ii




**WARNING
      CONCERNING FORWARD LOOKING STATEMENTS**




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




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


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


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


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


·
            Trend’s
                ability to retain key employees.




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




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


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


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


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


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


·
            Compliance
                with and changes to environmental
                regulations;


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


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


·
            Changes
                in federal, state and local
                legislation.




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




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




iii




**TREND
      MINING COMPANY**


**FORM
      10-KSB ANNUAL REPORT**


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




Table
      of
      Contents






PART
      I





ITEM
                1.
            Description
                of Business
            1ITEM
                2.
            Description
                of Property
            4ITEM
                3.
            Legal
                Proceedings
            19ITEM
                4.
            Submission
                of Matters to a Vote of Security Holders
            19PART
                IIITEM
                5.
            Market
                For Common Equity And Related Shareholder Matters
            20ITEM
                6.
            Management's
                Plan of Operation
            25ITEM
                7.
            Financial
                Statements
            30ITEM
                8.
            Changes
                In and Disagreements with Accountants on Accounting and Financial
                Disclosure
            71ITEM
                8A.
            Controls
                and Procedures
            71PART
                IIIITEM
                9.
            Directors
                and Executive Officers
            72ITEM
                10.
            Executive
                Compensation
            76ITEM
                11.
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            79ITEM
                12.
            Certain
                Relationships and Related Transactions
            81ITEM
                13.
            Exhibits
                and Reports on Form 8-K
            83ITEM
                14.
            Principal
                Accountant Fees and Services
            90




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




iv


**PART
      I**




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




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


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


**TREND’S
      EXPLORATION PROCESS**


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


1




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




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




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




**COMPETITION**




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




**LICENSE
      AND ROYALTY AGREEMENTS**


Trend
        owns a 1% net smelter return royalty on the Andacollo gold mine in Chile
        which
        is being taken off of care and maintenance and placed back into commercial
        production by a group of private investors. The Company expects to begin
        receiving royalties on this property during the second or third quarter of
        fiscal 2006. The Company expects to receive sufficient revenues from the
        Chilean
        royalty to offset much of its corporate costs during the second half of fiscal
        2006.
  Trend
        owns a 1.5% 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.
  Trend
        also owns a 2.5% net smelter returns royalty on patented mining claims located
        north of Anchorage, Alaska, that are owned by the Rae Wallace Company, a
        former
        subsidiary of Trend. As of January 11, 2006, the Company has not received
        any
        revenues as a result of these royalties.


2




**GOVERNMENT
      COMPLIANCE**




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




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


Trend’s
        primary, near term cost of compliance with applicable environmental laws
        during
        exploration is likely to arise in connection with the reclamation of drill
        holes
        and access roads. Drill holes typically can be reclaimed for nominal costs.
        For
        example, the Bureau of Land Management (“BLM”), an agency of the U.S. Department
        of Interior, 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.
  Costs
        for
        reclaiming roads for access and drill programs can become expensive, but
        to date
        Trend’s programs have been small and helicopter-supported, obviating the need
        for access roads. However, should the Company mount larger programs, such
        costs
        could vary from a few hundred to a few thousand dollars per drill hole site.
        Whereas roads will not be built until Trend’s exploration programs are more
        advanced, drill road reclamation costs will vary according to the amount
        of road
        construction, which the Company cannot estimate at this time. Once a plan
        of
        exploration has been submitted and where drill holes or access roads will
        be
        undertaken, Trend will be required to post reclamation bonds. It is difficult
        to
        estimate what the cost of such bonds will be, since the bonding requirements
        are
        unique to the proposed exploration plan. However, it is a reasonable assumption
        that in some circumstances these bonds may be a significant percentage of
        the
        exploration costs.


**WEATHER**




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




3




**EMPLOYEES**




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




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




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


Trend
        currently owns an interest in one uranium exploration property, two PGE
        exploration properties, and one developmental gold property. It is acquiring
        a
        50% interest in a third PGE exploration project located at Stillwater,
        Montana.


Property
                (1)
            
            Location
            
            Acres
            
            Work
                Performed
            
            Fiscal
                2006 Exploration
              Budget
                (2)
            
            Ownership
                / InterestStillwater
                (3)
            
            Stillwater,
                Montana
            
            1,400
            
            $135,000
                diamond drilling program.
            
            $400,000
            
            0%Lake
                Owen
            
            Wyoming
            
            12,020
            
            $15,000
                magnetic survey and
              field
                geology.
            
            $120,000
            
            100%Peter
                Lake
            
            Saskatchewan,
                Canada
            
            19,800
                ha
              or
              48,900
                ac
            
            Geological
                reconnaissance
              ($101,000),
                claim group
              expanded.
            
            $Nil
            
            100%Cree
                Lake
            
            Saskatchewan,
                Canada
            
            4,224
                ha
              or
              10,438
                ac
            
            Acquired
                September 2004 - October 2004. Effective December 2004, Nuinsco Resources
                became operator and may acquire a 50% interest. Identified uranium
                targets
                and performed follow-up drilling during fiscal year 2005 worth
                $US360,000.
            
            Nuinsco
                Resources is budgeting $US650,000 for winter 2005. $500,000 by Trend
                (4).
            
            100%Ancadollo,
                Chile
            
            Andacollo,
                Chile
            
            1,200
                ha
              or
              2,965
                ac
            
            Evaluation
                and acquisition.
            
            Not
                relevant.
            
            1%
                royaltyTotal
            
            
            
            75,723
            
            
            
            $1,020,000


_______________


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


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


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


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


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


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


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


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


(4)
              Nuinsco
                  is operator and is paying all costs until it vests its 50% interest
                  -
                  estimated to happen by March 2006, after which time Trend will
                  be expected
                  to pay for its share of the ongoing program. Trend estimates that
                  it may
                  have to raise and spend $500,000 during subsequent exploration
                  in
                  2006.




4


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




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




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




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




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


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


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





5




**INSURANCE**


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


**STILLWATER
      PROJECT, MONTANA**


On
        January 11th, 2005, the Company announced that it had signed a Letter of
        Intent
        with Aurora Metals (BVI) Limited to enter into a joint venture agreement
        to
        explore for platinum group metals (“PGM” mineralization) as well as copper and
        nickel on certain claims covering portions of the Stillwater layered intrusive
        complex in Montana.
  Layered
        intrusions such as Stillwater are known for hosting PGM mineralization, chrome,
        iron, copper-nickel and other metals in certain favorable layers of the massive
        rock body, and Stillwater itself is best known as the location of the largest
        platinum-palladium mining operations located outside of the Bushveld complex
        - a
        similar suite of rocks - in South Africa. Operated by Stillwater Mining Company
        (“SMC”), the Stillwater operation produces at an annual rate of approximately
        600,000 ounces (combined platinum and palladium) per year. Our claims lie
        adjacent to SMC’s operations.


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


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


**Location
      and Access**




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




**Title
      Status**


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


6




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




**Exploration
      History**




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




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





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





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





**Geology
      and Mineralization**




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




7




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





**Exploration
      Plans**




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




**LAKE
      OWEN, WYOMING**




**Location
      and Access**




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




**Title
      Status**


The
        Company holds the Lake Owen and adjoining Albany properties by 601 unpatented
        mining claims. The project was acquired in March 2002 from predecessors in
        interest and remains subject to a 4% net profits interest royalty covering
        these
        claims. This property has cost the Company a cumulative total of $2,444,000
        through September 30, 2005.
  The
        Company does not own any plant or equipment related to the property. If such
        plant and equipment is needed, the Company will procure the equipment from
        third
        party contractors. Any power used on this property is produced by generators
        which operate on diesel fuel.


8




**Exploration
      History**




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




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




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




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




**Geology
      and Mineralization**




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




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




9




**Exploration
      Plans**




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




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




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


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


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




**Location
      and Access**




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





**Title
      Status**


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


10




Terms
        of
        the Diabase Peninsula Lease require that, in addition to the work commitment
        or
        government fee, Trend is to make payments to the owner of $C15,000, $C20,000,
        and $C30,000, respectively, in cash or stock, on September 2 of each of the
        first three years. Trend has made two of such payments to date, and the final
        payment is due September 2 nd of 2006.
        Trend may exercise its right to purchase the claim for $CDN 1 million any
        time
        during the first eight years of the option, at which time the claim remains
        subject to a 3% gross royalty on any and all minerals produced. Under the
        terms
        of the Nuinsco agreement, should Nuinsco earn its 50% interest, Nuinsco will
        become obligated to maintain the lease. In the meantime, Nuinsco has agreed
        to
        pay Trend 250,000 shares of Nuinsco common stock to offset the cost of Trend’s
        making the three annual payments to the underlying landowner. This lease
        expires
        on September 2, 2012.
 
 This
        property has cost the Company a cumulative total of approximately $58,460
        through September 30, 2005.
  The
        Company does not own any plant or equipment related to this project. If such
        plant and equipment is needed, the Company will procure the equipment from
        third
        party contractors. Any power used on this property is produced by generators
        which operate on diesel fuel.


**Exploration
      History**




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




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




**Geology
      and Mineralization**




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




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




11




**Exploration
      Plans**


Nuinsco
        completed both ground and airborne geophysical programs as well as geochemical
        prospecting during 2005 designed to identify uranium targets for drilling
        mainly
        in 2006. Results of geochemical and geophysical programs were very encouraging
        in that concordant anomalies were found in each survey, reinforcing the merits
        of drilling. The normal mode of operation in northern Saskatchewan, in remote
        areas such as Cree Lake, is to drill in winter so that heavy equipment may
        be
        mobilized over winter roads and frozen lakes. Drilling commenced in December
        ,
        2005. Trend is presently carried by Nuinsco and need not spend any funds
        on
        exploration at Diabase Peninsula until after Nuinsco earns its 50% interest
        and
        a joint venture is formally created. Trend estimates that Nuinsco’s earn in
        could happen in January-February. At present, Nuinsco has not proposed a
        budget
        for the remainder of 2006, but Trend estimates that expenditures of $C 1.0
        million could be proposed, and Trend would have to raise 50%, or $C500,000
        (approximately $US 400,000) to fund its share, most likely by early summer.
        In
        the event that Trend cannot contribute its 50% share of programs once Nuinsco
        has earned in, Trend’s interest would be diluted but it has a one-time
        opportunity to catch up by paying a 40% penalty on top of amounts owing but
        not
        contributed at such time as Nuinsco is taking a mineral discovery into
        feasibility.


**PETER
      LAKE, SASKATCHEWAN, CANADA**




**Location
      and Access**




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




**Title
      Status**


The
        Peter
        Lake property now consists of eight mining claims covering 19,792 hectares
        (~76
        square miles). Seven of the Company’s claims were staked in the Spring and Fall
        of 2005 and may be held without additional fees or assessment work through
        the
        Fall of 2006. The Company’s 2005 exploration program expended sufficient monies
        such that the Company’s eight claims will not require fees or work programs to
        hold it till March of 2007. This property has cost the Company $238,000 in
        staking expenses and recording fees.
  The
        Company does not own any plant or equipment. If such plant and equipment
        is
        needed, the Company will procure the equipment from third party contractors.
        Any
        power used on this property is produced by generators which operate on diesel
        fuel.


**Exploration
      History**


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


12




**Geology
      and Mineralization**




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




**Exploration
      Plans**


Trend’s
        geological studies including mapping and surface sampling conducted during
        the
        summer of 2005, costing the Company $180,000, served to highlight both the
        potential of the ground and the high cost of exploring it. The Company plans
        no
        field work for 2006 at Peter Lake, and rather hopes to find a stronger industry
        partner to continue exploration of the Peter Lake claim group. The Company’s
        broad reconnaissance program in 2005 expended $180,000 in direct expenditures
        and served to highlight both the potential of the ground as well as the high
        cost of exploring it. The Company hopes that the results of its focused 2005
        field work will entice a major to join the program and fund it in 2006 and
        beyond.


**ANDACOLLO,
      CHILE**


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


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




**Location
      and Access**




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




**Title
      Status**




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


This
        property has cost the Company approximately $3,300,000 to acquire its interest
        in this property, however, those costs were fully recovered from the resale
        of
        the interest, described below. Trend will have no costs at this project going
        forward, and owns no plant or equipment at the operation.


13




**Exploration
      History**




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


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


Trend
        endeavored to purchase 100% of CMD but found it difficult to raise financing
        during the summer months. Ultimately, on September 20, 2005, Trend bought
        30% of
        CMD and a group of accredited investors purchased 70%. Subsequently, the
        investor group purchased Trend’s 30% stake in exchange for a package of cash , a
        one percent net smelter returns royalty, and a 30% back-in right excercisable
        through April 1, 2006. Trend recognized a cash gain from the sale to the
        investor group of approximately $69,000.
  CMD
        has
        produced about 588,000 ounces since it started operations in 1996 as a 20,000
        ton per day open pit heap leach gold operation. The operation was built by
        Bechtel and the equipment was new when installed and the plant, crushing
        and
        stacking equipment is all in place. The leach operation was state of the
        art in
        2000 and meets all of the current environmental standards recognized for
        such
        operations worldwide. The mine was placed on care and maintenance from 2000
        through 2005 but the new owners have quickly moved to refresh the operating
        permits and the mine is being readied for re-start anticipated by March 1,
        2006.
        Gold production should start during the Spring of 2006, and Trend hopes to
        be
        receiving gold royalty income by Summer 2006.


**Geology
      and Mineralization**




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




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




14




**Exploration
      Plans**




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




**LOCATION
      MAPS**




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







15




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







16




Figure
      3. Andacollo,
      Chile




**GLOSSARY
        OF TERMS**
  ANOMALY:
        a deviation from uniformity or regularity, a local feature distinguishable
        in
        geophysical or geochemical measurement.
  ARCHEAN:
        geologic age older than 2,500,000,000 (2.5 billion) years, a term applied
        to the
        oldest rocks of Precambrian time.
  DEVELOPMENT:
        work carried out for the purpose of opening up a mineral deposit and making
        the
        actual extraction possible.
  DIP:
        the
        angle at which a vein, structure or rock bed is inclined from the horizontal
        as
        measured at right angles to the strike.
  EXCHANGE
        RATE - $C/$US: Many of the Company’s expenses occur in Canadian dollars. Where
        obligations are cited herein, the Canadian obligation will be quoted and
        then
        translated into US currency at the rate prevailing on or about September
        30th,
        2005: $C1.16 per US dollar.
  EXPLORATION:
        work involved in searching for ore by geological mapping, geochemistry,
        geophysics, drilling, and other methods.
  GABBRO:
        coarse-grained, dark colored igneous rocks. Intrusive equivalent of volcanic
        basalt (intrusive rocks cool within the earth’s crust, as opposed to extrusive,
        or volcanic, rocks which cool in the atmosphere).
  GEOCHEMISTRY:
        study of relative and absolute abundances of chemical elements and atomic
        species (isotopes) in rocks, soils, water, or atmosphere.
  GEOPHYSICS:
        study of the earth by quantitative physical methods.
  HECTARE:
        metric measure of area, equivalent to 2.47105 acres or 0.003861 square
        miles.
  HYDROTHERMAL:
        pertaining to hot water, especially with respect to its action in dissolving,
        re-depositing, and otherwise producing mineral changes within the earth’s
        crust.
  17
  INTRUSION/INTRUSIVE:
        a volume of igneous rock that was injected, while still molten, into the
        earth’s
        crust or other rocks and solidified before reaching the surface as (opposed
        to
        extrusive or volcanic).
  LITHOLOGY:
        the physical character of a rock described in terms of its structure, color,
        mineral composition, and grain size.
  MAFIC:
        a
        rock dominantly composed of ferromagnesian silicates; used to describe some
        dark
        igneous rocks and their dark constituent minerals (e.g., gabbro and pyroxenite,
        as opposed to light colored rocks (“felsic”) such as granite).
  METAMORPHISM:
        the process by which consolidated rocks are altered in composition, texture,
        or
        structure as a result of the earth’s application of heat and/or pressure at
        depth over time.
  METALLIFEROUS:
        bearing or producing metal.
  MINERALIZATION:
        as applied to mineral deposits, the process of adding concentrations of metals
        to rocks.
  NET
        PROFITS INTEREST ROYALTY: a share of net profits generated from a mining
        operation.
  NET
        SMELTER RETURNS ROYALTY: a share of net revenues generated from the sale
        of
        metal produced by a mine, net after certain deductions for the cost of
        transporting, insuring, and refining the metal.
  OCCURRENCE:
        site or area where detectable mineralization is known. May or may not be
        economic.
  ORE:
        material that can be mined from an ore body and processed at a
        profit.
  ORE
        BODY:
        a continuous, well-defined mass of material of sufficient ore content to
        make
        extraction economically feasible; or a reserve.
  OUTCROP:
        the exposure of bedrock or strata projecting through the overlying cover
        of
        soil.
  PGE:
        platinum group element.
  PGM:
        Six
        metals comprise the platinum group metals (“PGMs”): platinum, palladium,
        rhodium, iridium, ruthenium, and osmium. Platinum group metals are rare precious
        metals with unique physical properties that are used in diverse industrial
        applications and in the jewelry industry. The largest and fastest growing
        use
        for platinum group metals is in the automotive industry for the production
        of
        catalysts that reduce automobile emissions. Palladium is also used in the
        production of electronic components for personal computers, cellular telephones,
        facsimile machines and other devices, as well as dental applications and
        jewelry. Industrial uses for platinum include the production of data storage
        disks, glass, paints, nitric acid, anti-cancer drugs, fiber optic cables,
        fertilizers, unleaded and high-octane gasoline and fuel cells.
  PYROXENITE:
        An igneous rock predominantly composed of the minerals from the pyroxene
        family
        (such rocks can be indicative of copper-nickel and/or platinum-palladium
        mineralization.
  RECLAMATION:
        the restoration of a site after exploration activity or mining is
        completed.
  REEF:
        a
        mining term for a metalliferous mineral deposit, usually tabular and relatively
        narrow in nature.
  18
  REMOBILIZATION:
        term describing a mineral (or rock) that has become mobile again and/or
        relocated after initial solidification, often forming a mineral
        deposit.
  SEDIMENTARY
        ROCKS: rocks resulting from the consolidation of loose detritus of older
        rock.
  SHEAR:
        a
        zone of deformation caused the by lateral movement along numerous parallel
        planes.
  SULFIDE:
        a metallic mineral composed of sulfur combined with base metals.
  STRIKE:
        the bearing of a vein or a layer of rock.
  ULTRAMAFIC:
        said of an igneous rock composed chiefly of mafic materials and which contains
        less than 45% silica (and therefore virtually no quartz or
        feldspar).
  UNPATENTED
        MINING CLAIM: a parcel of property located on federal lands pursuant to the
        1872
        Mining Law and the requirements of the state in which the unpatented claim
        is
        located, the title of which remains with the federal government. The holder
        of a
        valid, unpatented lode mining claim is granted certain rights including the
        right to explore such claim.
  VEIN:
        a
        deposit of foreign minerals within a rock fracture or joint.
  **ITEM
        3.**  **LEGAL
        PROCEEDINGS**
 On
          May
          21, 2002, Nevada Southwest Investments LLC, a vendor, obtained a judgment
          in the
          Second Judicial District, Washoe County, Nevada to collect $18,574 due
          under a
          rental lease agreement for office space the Company chose to vacate. The
          judgment bears interest at 18% until paid in full. Included in the accounts
          payable balance as of September 30, 2005 is approximately $27,000 related
          to
          this judgment. The Company negotiated with the creditor to make suitable
          payment
          arrangements to pay this judgment over time. The creditor had scheduled
          a
          debtor’s hearing in the early part of 2004 but the hearing was cancelled and not
          rescheduled. On November 15, 2005, the Company was able to settle in final
          terms
          and paid $25,250.
 On
        August
        24, 2005, plaintiff filed a complaint against the Company in the United States
        District Court for the Eastern District of New York, seeking $52,500 in legal
        fees, under Section 16(b) of the Securities Exchange Act of 1934, which were
        allegedly incurred in connection with the Company's recovery of alleged
        short-swing trading profits from an insider of the Company. The case was
        dismissed with prejudice on or about November 29, 2005, pursuant to a compromise
        and settlement under which the Company paid plaintiff the sum of
        $26,250.
 
 **ITEM
        4.**  **SUBMISSION
        OF MATTERS TO A VOTE OF SECURITY HOLDERS**
  There
        were no matters submitted to a vote of security holders for the quarter ended
        September 30, 2005.
  19
  **ITEM
        5.**  **MARKET
        FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS**
  **Market
        for the Company’s Common Stock**
  The
        Company’s common stock trades under the symbol TRDM.OB on the Over-the-Counter
        Bulletin Board Electronic Quotation System maintained by the National
        Association of Securities Dealers, Inc. Following is information about the
        range
        of high and low bid prices for the Company’s common stock for each fiscal
        quarter in the last two fiscal years and the first two fiscal quarters of
        the
        current fiscal year.
  **Quarter
                  Ended**
              
              **High
                  Bid**
                **Quotation
                  (1)**
              
              **Low
                  Bid**
                **Quotation
                  (1)**March
                  31, 2003
              
              $
                  0.32
              
              $
                  0.17June
                  30, 2003
              
              $
                  0.18
              
              $
                  0.12September
                  30, 2003
              
              $
                  0.40
              
              $
                  0.12December
                  31, 2003
              
              $
                  0.58
              
              $
                  0.23March
                  31, 2004
              
              $
                  0.45
              
              $
                  0.23June
                  30, 2004
              
              $
                  0.45
              
              $
                  0.23September
                  30, 2004
              
              $
                  0.29
              
              $
                  0.16December
                  31, 2004
              
              $
                  0.33
              
              $
                  0.23March
                  31, 2005
              
              $
                  0.36
              
              $
                  0.205June
                  30, 2005
              
              $0.31
              
              $0.19September
                  30, 2005
              
              $0.28
              
              $0.20January
                  12, 2006
              
              $0.229
              
              $0.11
 
  (1)
              These
                  quotations are from the OTC Bulletin Board and reflect inter-dealer
                  prices, without retail mark-up, mark-down or commissions and may
                  not
                  represent actual transactions.
  **Holders**
  As
        of
        December 12, 2005, there were 926 holders of record of our common stock,
        however, we believe that there are additional beneficial owners of our common
        stock who own their shares in “street name.”
  **Dividends**
  There
        have been no cash dividends declared on our common stock since our company
        was
        formed. Dividends are declared at the sole discretion of the Company’s board of
        directors. It is not anticipated that any dividends will be declared for
        the
        foreseeable future on the Company’s common stock.
  **Equity
        Compensation Plan Information**
  As
        of the
        date of this report, the Company has no compensation plans under which Trend’s
        equity securities may be issued which have not been approved by Trend’s
        shareholders.
  20
  The
          following table provides a summary, as of September 30, 2005, of Trend’s
          shareholder-approved, 2000 Equity Incentive Plan. (4)
 Number
                    of securities to be issued upon exercise of outstanding options,
                    warrants
                    and rights
              
              Weighted-average
                      exercise price of outstanding options, warrants and
                      rights
              
              Number
                  of securities remaining available for future issuance under equity
                  compensation plans (excluding securities reflected in column
                  (a))(a)
              
              (b)
              
              (c)Equity
                  compensation plans
                approved
                  by security holders
              
              2,200,000(2)(3)
              
              $0.37
              
              1,600,000
                    (1)Equity
                  compensation plans not
                approved
                  by security holders
              
              --
              
              N/A
              
              --Total
              
              2,200,000
              
              
              
              1,600,000
  (1)
              Trend’s
                  2000 Equity Incentive Plan was adopted by Trend’s shareholders at Trend’s
                  annual meeting of shareholders held on February 23, 2001. 5,000,000
                  shares
                  are authorized for issuance pursuant to equity awards under Trend’s 2000
                  Equity Incentive Plan. Under Trend’s 2000 Equity Incentive Plan, the
                  Company grants restricted stock and options to Trend’s officers (and may
                  grant them to employees and consultants in the future), subject
                  to vesting
                  requirements. In addition, under this plan, Trend’s directors receive
                  grants of options and common stock as part of their annual compensation
                  for serving as Trend’s directors.
  (2)
              In
                    the fiscal year ended September 30, 2004, Trend issued as compensation
                    options to purchase 500,000 shares of common stock to Thomas
                    Loucks, 500,000 options to Ishiung Wu, and 200,000 options to Michael
                    Sharratt. Thomas Loucks and Ishiung Wu’s options vested as follows:
                    250,000 each vested immediately, 50,000 each vested on December
                    27, 2004,
                    100,000 each vested on May 28, 2005 and 100,000 each will vest
                    on May 28,
                    2006. Michael Sharratt’s options vested
                    immediately.
  (3)
                  In
                            the fiscal year ended September 30, 2005, Trend issued
                            as compensation
                            options to purchase 750,000 shares of common stock to
                            Thomas Loucks and
                            options to purchase 250,000 shares of common stock to
                            John Ryan. Thomas
                            Loucks’
                            options vested as the follows: 400,000 vested on July
                            11, 2005, 200,000
                            will vest on July 11, 2006 and 150,000 will vest on July
                            11, 2007. John
                            Ryan’s options vested immediately. Trend also issued 600,000
                            shares of
                            common stock to its board of directors as compensation
                            for fiscal 2005,
                            which is not included in columns (a)and
                            (b).
  (4)
              This
                    table does not include warrants to purchase 14,738,178 shares
                    at an
                    average exercise price of $0.49 which are issued and outstanding.
                    The
                    table also does not include warrants and common stock issuable
                    in
                    connection with certain loans from shareholders to the Company.
                    From 2000
                    to the end of the reporting period, Trend has incurred net convertible
                    debt aggregating $2,832,857 (the “Shareholder Debt”) pursuant to loan
                    agreements with certain of Trend’s shareholders. The terms of these loans
                    vary as follows: (A) on $130,000 of the debt, each $0.50 of the
                    Shareholder Debt is convertible into units comprised of one share
                    of
                    Trend’s common stock and one warrant to purchase a share of Trend’s common
                    stock at $1.00; (B) on $902,857 of the debt, each $1.25 of the
                    Shareholder
                    Debt is convertible into units comprised of one share of Trend’s common
                    stock and one warrant to purchase a share of Trend’s common stock at
                    $1.50. If all Shareholder Debt were converted to units per these
                    terms,
                    982,286 additional shares of common stock and 722,286 additional
                    warrants
                    exercisable at $1.50, and 260,000 additional warrants exercisable
                    at $1.00
                    would be issued; and (C) on $1,800,000 of the debt, each $0.30
                    of the
                    Shareholder Debt is convertible into units of one share of common
                    stock,
                    40 Class A Warrants for every 100 shares the $1,800,000 of the
                    Shareholder
                    Debt is convertible into with each having a right to purchase
                    one share of
                    Trend’s common stock at $0.50 and 50 Class B Warrants for every 100
                    shares
                    the $1,800,000 of the Shareholder Debt is convertible into having
                    a right
                    to purchase one share of Trend’s common stock at
                    $0.25.
  21
  **Recent
        Sales of Unregistered Securities**
  The
        Company had 37,275,942 shares of common stock issued and outstanding as of
        September 30, 2005. The issuances discussed under this section are exempted
        from
        registration under Rule 506 of the Securities Act of 1933, as amended (the
        “Securities Act”), or Section 4(2) of the Securities Act, as indicated. All
        purchasers of the issued securities represented to us that they acquired
        the
        shares for investment purposes only and all stock certificates contain
        appropriate restrictive legends. No underwriters or brokers or dealers were
        involved in connection with the sales of securities referred to in this
        section.
  In
        general, under Rule 144, a person who has beneficially owned shares privately
        acquired directly or indirectly from Trend or from one of Trend’s affiliates,
        for at least one year is entitled to sell, within any three-month period,
        a
        number of shares that do not exceed the greater of 1% of the then outstanding
        shares or the average weekly trading volume in Trend’s shares during the four
        calendar weeks immediately preceding such sale. Sales under Rule 144 are
        also
        subject to certain manner of sale provisions, notice requirements and the
        availability of current public information about us. A person who is not
        deemed
        to have been an affiliate at any time during the 90 days preceding a sale,
        and
        who has beneficially owned restricted shares for at least two years, is entitled
        to sell all such shares under Rule 144 without regard to the volume limitations,
        current public information requirements, manner of sale provisions or notice
        requirements.
  Between
        October and December 2002, Trend issued 5,250,000 shares of common stock
        for
        $275,000 cash and the conversion of $250,000 of loans made to the Company
        in
        July and August 2002 as discussed above. The purchases were made by a group
        of
        accredited investors in a private placement. In January 2003, Trend issued
        an
        additional 250,000 shares of common stock for $25,000 to one accredited investor
        in a private placement. Pursuant to the terms of the private placement, the
        Company agreed to file a one-time registration statement within 14 days of
        the
        completion of the offering, seeking registration of the shares sold for sale
        from time to time. The investors who purchased the shares in this offering
        represented to the Company that they had no current intention to re-sell
        their
        shares. The Company filed such registration statement, but subsequently withdrew
        the filing due to the substantial expense which would be entailed in rendering
        it effective. Because the Company was unable to render the registration
        statement effective, the Company issued 860,000 additional shares to the
        investors who purchased shares in this offering. Such shares were issued
        in
        September 2003. The Company has no further obligation to register the shares.
        The Company relied on the exemption from registration under Rule 506 in
        connection with these issuances.
  In
        January 2003, we issued 450,000 restricted shares of Trend’s common stock to
        John P. Ryan in exchange for 18,334 shares of common stock of Cadence Resources
        Corporation and 35,000 shares of the common stock of Western Goldfields,
        Inc.
        The shares exchanged by Mr. Ryan had a market value of $93,000 at the time
        of
        the exchange. Mr. Ryan is a director and the chief financial officer of Trend
        and is also an officer of Cadence Resources Corporation and Western Goldfields,
        Inc. Trend subsequently sold the 18,334 shares of the common stock of Cadence
        Resources Corporation for $23,084.50 and the 35,000 shares of the common
        stock
        of Western Goldfields for $27,000. The Company relied on the exemption from
        registration under Rule 506 in connection with these issuances.
  In
        January 2003, Trend issued a total of 369,160 shares of common stock valued
        at
        $36,916 for loans and expenses payable. 169,160 of these shares was issued
        to
        Kurt Hoffman, former president of the Company and 200,000 shares to a director,
        for $9,500 of salary owed and $7,416 of expenses incurred on behalf of the
        Company, respectively. The Company relied on the exemption from registration
        found in Rule 506 in connection with these issuances.
  22
  In
        January 2003, Trend granted 35,000 shares of Trend’s common stock valued at
        $3,850 to Michael Sharratt, the Chairman of Trend’s board of directors, for
        consulting services. On the same date Trend also issued 37,500 shares to
        Mr.
        Ryan, in lieu of $3,000 salary and $700 of expenses incurred on behalf of
        the
        Company. The Company relied upon the exemption from registration found in
        Section 4(2) of the Securities Act of 1933, as amended (“Section 4(2)”) in
        connection with these issuances.
  During
        fiscal year 2003, Trend also issued an aggregate of 1,683,779 shares valued
        at
        $254,500 to Howard Schraub for consulting services rendered to us. In October
        2002, Trend issued 300,000 shares valued at $33,000 to Ron Nash for consulting
        services rendered. Also, in September 2003, Trend issued 25,000 shares of
        Trend’s common stock valued at $6,500 to Paul Lechler for consulting services
        rendered. The Company relied on the exemption from registration under Rule
        506 in connection with each of these issuances.
  In
        September 2003, Trend issued an aggregate of 150,000 shares to John P. Ryan
        in
        lieu of $15,000 of salary owed. Also in September, 2003 Trend issued 600,656
        shares to Mr. Hoffman for past due salary owed of $60,066. The Company relied
        on
        the exemption from registration found in Section 4(2) in connection with
        these
        issuances.
  On
        September 15, 2003, pursuant to Trend’s 2000 Equity Incentive Plan, each of
        Trend’s six directors received a grant of 100,000 shares of Trend’s common
        stock, valued at $0.10 per share. The Company relied on the exemption from
        registration found in Section 4(2) in connection with these
        issuances.
 On
          May
          28, 2004, pursuant to the Company’s 2000 Equity Incentive Plan, the board
          granted Ishuing Wu 500,000 options in recognition of his undertaking the
          role of
          chairman of the board. These options carry the right to purchase the Company’s
          common stock at $0.37 per share, all with a three year term from the date
          of
          vesting. On the same date the Company granted Thomas Loucks 500,000 options
          in
          recognition of his undertaking the role of president of the company. These
          options carry the right to purchase the Company’s common stock at $0.37 per
          share, all with a three year term from the date of vesting. The vesting
          schedule
          for each individual is as follows: 250,000 vested immediately, 50,000 vested
          on
          November 28, 2004, 100,000 vested on May 28, 2005 and 100,000 are scheduled
          to
          vest on May 28, 2006. The Company relied on the exemption from registration
          found in Section 4(2) in connection with these issuances.
 On
          June
          1, 2004, the board granted Ishuing Wu 500,000 options in recognition of
          his
          undertaking the role of chairman of the board. These options carry the
          right to
          purchase the Company’s common stock at $0.37 per share, all with a three year
          term from the date of vesting. The vesting schedule is as follows: 250,000
          vested immediately, 50,000 vested on November 28, 2004, 100,000 vested
          on May
          28, 2005 and 100,000 will vest on May 28, 2006. The Company relied on the
          exemption from registration found in Section 4(2) in connection with these
          issuances.
  On
            November 11, 2004, Trend issued 10,000 shares to
            Bill Klud in lieu of $3,800 in compensation for exploration services
            performed.
            The Company relied on the exemption from registration found in Section
            4(2) in
            connection with this issuance.
  On
          December 8, 2004, January 27, 2005 and March 2005, Trend issued to certain
          accredited investors notes in the aggregate principal amount of $1,450,000,
          convertible into 4,833,336 shares of common stock and Class A Warrants
          and Class
          B Warrants to purchase shares of its common stock. If all of the Warrants
          are
          exercised, Trend will issue 4,350,000 shares of its common stock. The Class
          A
          warrants are exercisable for five years at an exercise price of $0.50 per
          share.
          The Class B Warrants are exercisable until April 22, 2006 and may be exercised
          at a price of $0.25 per share. Trend paid a finders fee in connection with
          this
          placement consisting of (i) $169,000, (ii) a Class A warrant to purchase
          650,000
          shares of Trend’s common stock, and (iii) a Class B Warrant to purchase 650,000
          shares of Trend’s common stock. The Company relied on the exemption from
          registration under 506 in connection with these
          issuances.
  In
          January 2005, pursuant to a joint venture agreement with Aurora, we issued
          50,000 shares of the Company’s common stock on commencement of the agreement.
          The Company relied on the exemption from registration found in Section
          4(2) in
          connection with this issuance.
 Also
        on
        January 19, 2005, the board granted Ishuing Wu 500,000 options in recognition
        of his undertaking the role of chairman of the board. These options
        carry the right to purchase the Company’s common
        stock at
        $0.37 per share, all with a three year term from the date of vesting. The
        vesting schedule is as follow: 250,000 vested immediately, 50,000 vested
        on
        November 28, 2004, 100,000 vested on May 28, 2005 and 100,000 are scheduled
        to
        vest on May 28, 2006. The Company relied on an exemption from registration
        found in Section 4(2) in connection with these issuances.
   23
   On
          February 23, 2005, Trend’s board
          granted
          Ishuing 37,500 shares to Lloyd Clark in accordance with the lease agreement
          for
          Cree Lake, Saskatchewan currently effective between Mr. Clark and Trend.
          The
          Company relied on the exemption from registration found in Section 4(2)
          in
          connection with this issuance.
  On February 25, 2005, Trend issued 2,500 shares to Stephen Zahoney in lieu
          of
          $500 in compensation for consulting services performed. The Company relied
          on
          the exemption from registration found in Section 4(2) in connection with
          this
          issuance.
  On April 1, 2005, Trend issued 210,000 shares to Howard Schraub as a finder’s fee
          in
          connection with the December 8, 2004 and January 27, 2005 financings. The
          Company relied on the exemption from registration found in Section 4(2)
          in
          connection with this issuance.
  In
          June
          2005, Trend’s board granted one share of common stock for every $10 to be loaned
          to the Company by officers and/or directors. The loans bear interest at
          the rate
          of 10% per annum. In July and August, $660,000 was loaned to the Company
          by an
          officer and a director. Thus, 66,000 shares were granted pursuant to this
          Board
          action. In granting these shares, the Company relied on the exemption from
          registration found in Section 4(2) in connection with these shares. $360,000
          of
          the $660,000 loans were repaid as follows: $60,000 was repaid to Chairman
          Ishiung Wu on October 24, 2005, and $300,000 was repaid to President Thomas
          Loucks on January 3, 2006. $300,000 plus accrued interest remains outstanding.
          The Company relied on the exemption from registration found in Section
          4(2) in
          connection with these issuances.
 On
        July
        11, 2005, the board of directors granted options to Thomas Loucks and John
        Ryan
        to purchase shares of the Company’s common stock. Thomas Loucks received an
        option to purchase 750,000 shares of Common Stock with a purchase price of
        $0.30, exercisable for 3 years upon vesting. The vesting schedule is as follows:
        400,000 vested as of the date granted, 200,000 vest one year from the date
        of
        grant and 150,000 vest two years from the date of grant. John Ryan received
        an
        option to purchase 250,000 shares of Common Stock with a purchase price of
        $0.30, exercisable for 3 years, vesting immediately. The Company relied on
        the
        exemption from registration found in Section 4(2) in connection with these
        issuances.
 On
          July
          28, 2005, Trend issued to an accredited investor, notes in the aggregate
          principal amount of $350,000, convertible into 1,166,667 shares of common
          stock
          and Class A Warrants and Class B Warrants to purchase shares of its common
          stock. If all of the Warrants are exercised, Trend will issue 1,050,001
          shares
          of its common stock. The Class A warrants are exercisable for five years
          at an
          exercise price of $0.50 per share. The Class B Warrants are exercisable
          until
          April 22, 2006 and may be exercised at a price of $0.25 per share. Trend
          paid a
          finders fee in connection with this placement consisting of (i) $45,500,
          (ii) a
          Class A warrant to purchase 175,001 shares of Trend’s common stock, and (iii) a
          Class B Warrant to purchase 175,001 shares of Trend’s common stock. The Company
          relied on the exemption from registration under Rule 506 in connection
          with these issuances.
 
 On
          July
          30, 2005, Trend issued 17,817 shares to John P. Ryan in lieu of $4,000
          of salary
          owed. The Company relied on the exemption from registration found in Section
          4(2) in connection with this issuance.
  On
          August
          15, 2005, Trend’s board granted 23,108 shares to Stephen Zahoney in lieu of
          compensation of $5,650 for geological consulting services
          performed. The
          Company relied on the exemption from registration found
          in Section 4(2) in connection with this issuance.
  On
            August
            30, 2005, Trend issued 16,701 shares to John P. Ryan in lieu of $4,000
            of salary
            owned. The Company relied on the exemption from registration found in
            Section
            4(2) in connection with this issuance.
 In
          September 2005, Trend’s board granted 76,477 shares to Lloyd Clark in
          accordance with the lease agreement for Cree Lake, Saskatchewan currently
          effective between Mr. Clark and Trend. The Company relied on the exemption
          from
          registration found in Section 4(2) in connection with this issuance.
 On
        September 1, 2005, Trend issued an aggregate of 295,482 shares of common
        stock,
        all to accredited investors, as payment of interest and principal on promissory
        notes outstanding. The Company relied on the exemption from registration
        found
        in Section 4(2) in connection with this issuance.
  On
        October 1, 2005, Trend issued an aggregate of 307,274 shares of common stock,
        all to accredited investors, as payment of interest and principal on promissory
        notes outstanding. The Company relied on the exemption from registration
        found
        in Section 4(2) in connection with this issuance.
  On
        November 1, 2005, Trend issued 40,873 shares of common stock to an
        accredited investor, as payment of interest and principal on promissory notes
        outstanding. The
        Company relied on the exemption from registration found in Section 4(2) in
        connection with this issuance.
 On
          November 10, 2005, pursuant to Trend’s 2000 Equity Incentive Plan, each of
          Trend’s six directors received a grant of 100,000 shares each of Trend’s common
          stock, valued at $0.15 per share, for board services rendered during fiscal
          2005. The Company relied on the exemption from registration found in
          Section 4(2) in connection with this issuance.
  On
          November 10, 2005, the board also approved the issuance of 7,912 shares
          of
          common stock in lieu of cash compensation for $1,800 worth of consulting
          services rendered by a director. The Company relied on the exemption from
          registration found in Section 4(2) in connection with this
          issuance.
 On
        December 1, 2005, Trend issued 48,797 shares of
        common stock, to an accredited investor, as payment of interest and principal
        on
        promissory notes outstanding. The Company relied on the exemption from
        registration found in Section 4(2) in connection with this
        issuance.
  On
        December 12, 2005, Trend issued 1,500,000 shares
        of common stock, to an accredited investor for an aggregate purchase price
        of
        $150,000. The Company relied on the exemption from registration under Rule
        506
        in connection with this issuance.
 24
  Each
        investor involved in the above financing transactions (other than shares
        issued
        for services) represented to us that they were an accredited investor.
  The
        Company entered into each of the transactions described for different purposes.
        As discussed above, during fiscal 2005, 35,608 shares were issued to consultants
        in connection with specific services rendered, 600,000 shares were issued
        to
        Trend’s
        directors for their services, 34,518 shares were issued to an officer in
        lieu of salary owed, 210,000 shares were issued as a finder’s fee
        in
        connection with a financing, 66,000 shares were issued in connection with
        loans
        incurred on behalf of the Company, 113,977 shares were issued in connection
        with
        a lease agreement, 50,000 shares were issued in connection with a joint
        venture agreement and 295,482 shares were issued as payment on promissory
        notes
        outstanding. 1,405,585 shares were issued in fiscal year 2005.
  All
        shares issued in connection with the above described events were issued to
        existing stockholders or individuals or entities previously known to us or
        Mr.
        Schraub or Mr. Nash. Each investor involved in the above financing transactions
        (other than shares issued for services) represented to us that they were
        an
        accredited investor. At the time of each issuance, Trend was not aware of
        any
        such investor having any current intent to resell Trend’s stock.
  **ITEM
        6.**  **MANAGEMENT’S
        PLAN OF OPERATION**
 Trend
          is
          an exploration stage company. Trend’s primary expenditures at this stage consist
          of payment of various governmental fees to maintain the priority of Trend’s
          unpatented mining claims, payment of Trend’s debt service, payment of accounting
          and legal fees, and general office expenses.
  Trend's
          losses for the year ended September 30, 2005 were $2,180,851 and for the
          year
          ended September 30, 2004 were $992,688. Trend's total loss since inception
          of
          the current exploration stage is $11,897,099. Trend’s loss for the year ended
          September 30, 2005 is primarily due to operating expenses in five categories:
          general and administrative expenses of $588,809; officers and directors
          compensation of $427,476; legal and professional fees of $272,520; and
          exploration expenses of $215,246. Trend's loss for fiscal year 2004 is
          primarily
          due to operating expenses in three categories: general and administrative
          expenses of $314,159; officers and directors compensation of $273,794;
          and legal
          and professional fees of $268,101.
  Trend's
          primary, near term business objective is to raise sufficient capital to
          retain
          Trend's current mineral properties, to explore them and acquire additional
          projects, and to pay general and administrative expenses. On August 23,
          2004,
          Trend made land payments and paid filing fees of about $76,000 to retain
          control
          of its Lake Owen, Wyoming property. Trend has spent $427,500 to cover its
          exploration programs during 2005. Trend estimates that approximately $1,000,000
          will be required to fund our operations for the next 12 months assuming
          minimal
          exploration activities and excluding the cost of acquisitions, if any.
          Trend
          will hold sufficient capital to continue current operations through fiscal
          2006.
          Trend believes that it now has capital and quality projects to become more
          active in its exploration and is seeking additional capital to extend its
          operations into and through 2006.
 On
          January 27, 2005, Trend executed a convertible debt financing agreement
          that had
          commitments for approximately $1.3 million. Of the total amount, $250,000
          was
          used to pay off a previous bridge loan. The financing was amended on July
          28,
          2005, for an additional commitment of $350,000. The offering, as amended,
          was
          funded by a group of institutional and accredited investors. The Company
          has
          since used the funds to settle trade accounts payable of approximately
          $250,000
          and utilized the balance of the proceeds to pay its overhead, fund land
          payments, to fund exploration work on its mineral projects in North America
          and
          fund the initial down payment of the Andacollo, Chile acquisition.
 25
  In
        March 2005, Trend received $150,000 in a
        convertible debt financing on the same terms as the January 27, 2005 convertible
        debt financing agreement from an accredited investor. On July 28, 2005, Trend
        received an additional $350,000 in an amendment to the January 27, 2005
        convertible debt financing. Trend used these funds to pay its overhead, fund
        land payments, and to fund exploration work on its mineral projects in North
        America.
 In
          June
          2005, the Company received $660,000 in a debt financing from two accredited
          investors. As part of the financing, the Company issued 66,000 shares of
          common
          stock. The funds from this financing were used to acquire the Andacollo,
          Chile
          project. As of September 30, 2005, $600,000 of these loans are still
          outstanding.
 The
        completion of further equity or debt financings depends on Trend’s ability to
        find suitable investors and will also depend on the agreement of the investors
        in the January 27, 2005 financing to accept the terms and agree to any new
        financing.
  The
        Company has substantial operational commitments to fund in order to maintain
        Trend's land holdings. This includes work commitments or a fee of $C237,504
        ($US204,000) on Trend's claims at Peter Lake to keep these claims in good
        standing, although no additional work or fees are required to be spent at
        Peter
        Lake during 2006. Approximately $77,000 in combined annual BLM fees and Albany
        County filing fees is needed for the Company to maintain Lake Owen. For
        Stillwater Montana, the total fees and taxes owed is approximately $8,900
        because the leased property at Stillwater is comprised of patented mining
        claims. Moreover, the Company has a work commitment of $400,000 on the
        Stillwater property, in accordance with a joint venture agreement with Aurora.
        Trend’s claims to Cree Lake in the Diabase Peninsula carries a minimum work
        commitment of $C20,172 ($US17,350) per year that Trend paid in stock in
        September 2005. Terms of the Diabase Peninsula lease require that, in addition
        to the work commitment or government fee, Trend is to make property payments
        to
        the owner of $C15,000, $C20,000, and $C30,000 in each of the first three
        years,
        respectively, beginning September 2004. However, under terms of the farm-in
        agreement under which Nuinsco can earn an interest in Trend’s arrangement,
        Nuinsco will pay Trend 250,000 shares of freely trading Nuinsco stock, currently
        valued at $C.22/share or $C55,000, to offset these leasehold costs.
  26
  The
        Company will continue to incur costs and expenses relating to accounting
        and
        legal services in connection with Trend’s obligations as a public company,
        raising additional capital, and other general corporate matters.
  Trend’s
        trade payables which are due as of September 30, 2005, total
        $519,631.
  Beginning
        in November 2000 and through June 2002, Trend borrowed funds principally
        from
        Trend's major shareholder, Thomas Kaplan, and his affiliates (the “Kaplan
        Group”), to fund the minimum activities of the Company. As of September 30,
        2005, we have debts owed of approximately:
  ·
              $670,000
                  to Electrum LLC, Trend's largest stockholder and a company owned
                  by Mr.
                  Kaplan;
  ·
              $233,000
                  to LCM Holdings, LDC, a large shareholder of Trend common stock
                  and an
                  affiliate of Mr. Kaplan; and
  ·
              $130,000
                  to two individuals introduced to us by Mr.
                  Kaplan.
  For
        each
        dollar borrowed from the people and entities described in this paragraph,
        we
        have issued a warrant to purchase a share of Trend's common stock. In total,
        we
        borrowed $1,032,857 from Mr. Kaplan and entities or his affiliates. This
        amount
        bears interest at the rate of 8% per annum.
  Pursuant
        to an amendment to the above loan agreements made as of January 30, 2003,
        we
        agreed to adjust the conversion terms of the loans and warrants described
        in the
        paragraph immediately preceding this one. As a result of this agreement,
        the
        loans became convertible into "units" at $0.50 per unit. Each unit is comprised
        of one share of common stock and one warrant to acquire one share of common
        stock for $1.00, exercisable through September 30, 2006. In connection with
        the
        agreement, we also changed the exercise price of the warrants issued for
        each
        dollar borrowed to purchase Trend's common stock from $1.50 to $1.00 per
        share
        and extended their respective terms by one year.
  On
        February 12, 2004, the Company and Electrum and LCM Holdings reached an
        agreement to adjust both the conversion terms on approximately $902,000 worth
        of
        debt outstanding to the lenders and the exercise prices and terms of related
        warrants. Electrum and LCM Holdings can now convert each $1.25 of loans into
        a
        unit consisting of one share of common stock and one warrant. The warrant
        is
        exercisable for a period of five years from the date of conversion and is
        exercisable at a price of $1.50. Additionally, terms of existing outstanding
        warrants were modified. Such modifications generally increased the exercise
        price and shortened the expiration dates.
  The
        terms
        of all loans from the Kaplan Group provide that they are due and payable
        immediately upon the completion of a private placement of shares of Trend's
        stock in the minimum amount of $1,000,000. It is assumed by the officers
        of
        Trend that the Kaplan Group could demand repayment of the notes outstanding
        if
        the conditions calling for such repayment were deemed to have been met. The
        Company’s private placement completed in January 2005 of $1,300,000 in
        convertible promissory notes triggers the Kaplan Group’s right to demand
        immediate payment of all loans made to the Company.
 In
          January 2005, we entered into a joint venture agreement with Aurora. The
          agreement provides that Trend will explore for platinum group metals on
          portions
          of an Aurora claim known as the “Stillwater intrusive complex in Montana.” We
          will be the operator during the exploration stage and will acquire 50%
          in the
          project by spending $2 million over next 5 years ($100,000 in year 1; $400,000
          in year 2; and $500,000 in each of years 3, 4 and 5). Additionally, we
          issued
          50,000 shares of our common stock on commencement of the agreement; we
          will
          issue 20,000 shares and pay $20,000 in cash in the first year; and pay
          $20,000
          in cash or stock each year thereafter until we have spent the agreed upon
          sum of
          $2 million, at which time an equally-owned joint venture will be formed.
  In
          September 2004, we entered into a program to explore for uranium in Saskatchewan
          by acquiring exploration rights in the Cree Lake area of the Athabasca
          Basin.
          The Athabasca Basin hosts uranium deposits that are among the highest grade
          in
          the world, and is the site for intensive uranium exploration activity.
          In
          December 2004, Trend announced that it had acquired additional lands located
          farther to the southwest along the same mineralized trend. Trend also announced
          in December 2004 that Nuinsco Resources Limited entered into an agreement
          with
          Trend pursuant to which Nuinsco could acquire up to 50% in Trend's interests
          by
          spending $C1 million over three years and taking over the day to day management
          of the exploration of these claims. We are obligated to make property payments
          to the owner of the property of $C15,000, $C20,000, and $C30,000 in each
          of the
          first three years, respectively (and Nuinsco will pay Trend 250,000 shares
          of
          freely trading Nuinsco stock, currently valued at $C.27/share or $C67,500,
          to
          offset this cost). We (and partner Nuinsco if Nuinsco vests its interest)
          may
          exercise our right to purchase the claims for $CDN 1 million any time during
          the
          first eight years of the option, at which time the property remains subject
          to a
          3% gross royalty on any and all minerals produced. Under the terms of the
          agreement with Nuinsco, should Nuinsco acquire its 50% interest, Nuinsco
          will
          become obligated to maintain the lease. In the meantime, Nuinsco has agreed
          to
          pay us 250,000 shares of Nuinsco common stock to offset the cost of Trend's
          making the three annual payments to the underlying landowner.
 On
          June
          21, 2005, Trend and Pacific Rim Mining Corporation, a Canadian based company
          (“Pacific Rim”) entered into an option agreement to acquire the Andacollo gold
          mine in Chile by acquisition of DMC
          Cayman Inc., a Cayman Island corporate
          subsidiary that owns the mine. The Company initially paid Pacific Rim $300,000
          of the $5,400,000 total purchase price. Since the transaction did not close
          within 30 days of signing the Letter of Intent, as contemplated therein,
          the
          Company paid an additional $300,000 to extend the option purchase period.
 27
   On
        September 20, 2005 Trend sold 70% of its interests in DMC to an investor,
        David
        H. Russell, for a purchase price of $2,100,000. On December 5, 2005, Trend
        sold its remaining 30% interest in return for reimbursement of all of Trend's
        acquisition costs related to purchase of the 30% interest as well as Trend's
        diligence costs and out of pocket expenses, plus a 1% net smelter returns
        royalty on any and all mineral production from the mine, and a back-in right
        to
        acquire a 30% working interest any time through April 1, 2006. The royalty
        should commence paying Trend one percent of revenues from the mine at some
        point
        during the 2nd or 3rd quarter of 2006.


Trend’s
        primary, near term business objective is to raise sufficient capital to retain
        the Company’s current mineral properties, to explore them and acquire additional
        projects, and to pay Trend’s general and administrative expenses. As reflected
        in our accompanying financial statements, we have limited cash, negative
        working
        capital, no revenues and an accumulated deficit of $12,439,443. These factors
        indicate that we may be unable to continue in existence in the absence of
        receiving additional funding. Our operating expenses average approximately
        $40,000 per month, consisting of Trend’s accounting and legal fees and general
        and administrative expenses. The Company may also enter into payment arrangement
        plans with creditors which could add between $50,000 and $60,000 per month
        to
        this monthly budget figure. In that case, the Company’s monthly budget would
        rise to between $90,000 and $100,000 per month. Moreover, management’s plans for
        the next twelve months include approximately $600,000 of cash expenditures
        for
        exploration activity on the Lake Owen, Peter Lake and new Stillwater properties.
        To fund our operations, we are actively seeking additional capital. We
        believe that we will generate sufficient cash from the Andocollo royalty
        and a
        public or private debt or equity financing in order for the Company to continue
        to operate based on current expense projections and exploration plans.
        Nevertheless, we are unable to provide assurances that we will be successful
        in
        obtaining sufficient sources of capital. 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. If we fail to raise the necessary funds to continue
        operations we might be required to significantly reduce their scope or
        completely cease our operations.




28




**Off-Balance
      Sheet Arrangements**




None.




**Recent
      Accounting Pronouncements**




In
        May
        2005, the Financial Accounting Standards Board issued Statement of Financial
        Accounting Standards No. 154, “Accounting Changes and Error Corrections,”
(hereinafter “SFAS No. 154”) which replaces Accounting Principles Board Opinion
        No. 20, “Accounting Changes,” and SFAS No. 3, “Reporting Accounting Changes in
        Interim Financial Statements - An Amendment of APB Opinion No. 28.” SFAS No. 154
        provides guidance on accounting for and reporting changes in accounting
        principle and error corrections. SFAS No. 154 requires that changes in
        accounting principle be applied retrospectively to prior period financial
        statements and is effective for fiscal years beginning after December 15,
        2005.
        Management does not expect SFAS No. 154 to have a material impact on the
        Company’s financial position, results of operations, or cash flows.
 
 In
        December 2004, the Financial Accounting Standards Board issued Statement
        of
        Financial Accounting Standards No.153, “Exchanges of Nonmonetary Assets - an
        Amendment of APB Opinion No. 29,” (hereinafter “SFAS No. 153”). This statement
        eliminates the exception to fair value for exchanges of similar productive
        assets and replaces it with a general exception for exchange transactions
        that
        do not have commercial substance, defined as transactions that are not expected
        to result in significant changes in the cash flows of the reporting entity.
        This
        statement is effective for financial statements for fiscal years beginning
        after
        June 15, 2005. Management believes the adoption of this statement will have
        no
        impact on the Company’s financial condition or results of
        operations.
 
 In
        December 2004, the Financial Accounting Standards Board issued Statement
        of
        Financial Accounting Standards No. 152, “Accounting for Real Estate Time-Sharing
        Transactions - an amendment of FASB Statements No. 66 and 67” (hereinafter “SFAS
        No. 152”), which amends FASB Statement No. 66, “Accounting for Sales of Real
        Estate,” to reference the financial accounting and reporting guidance for real
        estate time-sharing transactions that is provided in AICPA Statement of Position
        04-2, “Accounting for Real Estate Time-Sharing Transactions”(hereinafter “SOP
        04-2”). This statement also amends FASB Statement No. 67, “Accounting for Costs
        and Initial Rental Operations of Real Estate Projects,” to state that the
        guidance for (a) incidental operations and (b) costs incurred to sell real
        estate projects does not apply to real estate time-sharing transactions.
        The
        accounting for those operations and costs is subject to the guidance in SOP
        04-2. This statement is effective for financial statements for fiscal years
        beginning after June 15, 2005. Management believes the adoption of this
        statement will have no impact on the Company’s financial condition or results of
        operations.
 
 In
        November 2004, the Financial Accounting Standards Board (FASB) issued
        SFAS No. 151, “ Inventory
        Costs— an amendment of ARB No. 43, Chapter 4.” This
        Statement amends the guidance in ARB No. 43, Chapter 4, “Inventory
        Pricing,” to clarify the accounting for abnormal amounts of idle facility
        expense, freight, handling costs, and wasted material (spoilage).
        Paragraph 5 of ARB 43, Chapter 4, previously stated that “. . . under
        some circumstances, items such as idle facility expense, excessive spoilage,
        double freight, and rehandling costs may be so abnormal as to require treatment
        as current period charges. . . .” This Statement requires that those items be
        recognized as current-period charges regardless of whether they meet the
        criterion of “so abnormal.” In addition, this Statement requires that allocation
        of fixed production overheads to the costs of conversion be based on the
        normal
        capacity of the production facilities. This statement is effective for inventory
        costs incurred during fiscal years beginning after June 15, 2005.
        Management does not believe the adoption of this Statement will have a material
        impact on the Company as the Company does not anticipate maintaining
        inventory.
 In
          December 2004, the Financial Accounting Standards Board issued a revision
          to
          Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based
          Payments” (hereinafter “SFAS No. 123 (R)”). This statement replaces FASB
          Statement No. 123, “Accounting for Stock-Based Compensation,” and supersedes APB
          Opinion No. 25, “Accounting for Stock Issued to Employees.” SFAS No. 123 (R)
          establishes standards for the accounting for share-based payment transactions
          in
          which an entity exchanges its equity instruments for goods or services.
          It also
          addresses transactions in which an entity incurs liabilities in exchange
          for
          goods or services that are based on the fair value of the entity’s equity
          instruments or that may be settled by the issuance of those equity instruments.
          This statement covers a wide range of share-based compensation arrangements
          including share options, restricted share plans, performance-based award,
          share
          appreciation rights and employee share purchase plans. SFAS No. 123 (R)
          requires
          a public entity to measure the cost of employee services received in exchange
          for an award of equity instruments based on the fair value of the award
          on the
          grant date ( with limited exceptions). That cost will be recognized in
          the
          entity’s financial statements over the period during which the employee is
          required to provide services in exchange for the award. The Company currently
          reports stock issued to employees under the rules of SFAS No. 123. Therefore
          management expects no material impact to its financial statements from
          the
          adoption of this statement.


29




**ITEM
        7.**  **FINANCIAL
        STATEMENTS**
 **TREND
          MINING COMPANY**
 **(AN
          EXPLORATION STAGE COMPANY)**
 **FINANCIAL
          STATEMENTS SEPTEMBER 30, 2005**
 REPORT
                      OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                  
                  
                  31FINANCIAL
                      STATEMENTSBalance
                      Sheets
                  
                  
                  32Statements
                      of Operations and Comprehensive Loss
                  
                  
                  33Statement
                      of Stockholders’ Equity (Deficit)
                  
                  
                  34Statements
                      of Cash Flows
                  
                  
                  39Notes
                      to the Financial Statements
                  
                  
                  41
  30
  Board
              of
              Directors
 Trend
              Mining Company
 Littleton,
              Colorado
 
 **REPORT
              OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 
 We
              have
              audited the accompanying balance sheets of Trend Mining Company (an
              exploration
              stage company) as of September 30, 2005 and 2004, and the related statements
              of
              operations, stockholders’ equity and cash flows for the years then ended and for
              the period from October 1, 1996 (inception of exploration stage) to
              September
              30, 2005. These financial statements are the responsibility of the
              Company’s
              management. Our responsibility is to express an opinion on these financial
              statements based on our audits.
 
 We
              conducted our audits in accordance with the standards of the Public
              Company
              Accounting Oversight Board (United States). Those standards require
              that we plan
              and perform the audit to obtain reasonable assurance about whether
              the financial
              statements are free of material misstatement. An audit includes examining,
              on a
              test basis, evidence supporting the amounts and disclosures in the
              financial
              statements. An audit also includes assessing the accounting principles
              used and
              significant estimates made by management, as well as evaluating the
              overall
              financial statement presentation. We believe that our audits provide
              a
              reasonable basis for our opinion.
 
 In
              our
              opinion, the financial statements referred to above present fairly,
              in all
              material respects, the financial position of Trend Mining Company as
              of
              September 30, 2005 and 2004 and the results of its operations, stockholders’
equity and cash flows for the years then ended, and for the period
              from October
              1, 1996 (inception of exploration stage) to September 30, 2005, in
              conformity
              with accounting principles generally accepted in the United States
              of
              America.
 
 The
              accompanying financial statements have been prepared assuming that
              the Company
              will continue as a going concern. As discussed in Note 2 to the financial
              statements, the Company’s significant operating losses and stockholders deficit
              raise substantial doubt about its ability to continue as a going concern.
              Management’s plans regarding the resolution of this issue are also discussed in
              Note 2. The financial statements do not include any adjustments that
              might
              result from the outcome of this uncertainty.
 
 As
              discussed in Note 12, to the financial statements, errors resulting
              in an
              overstatement of previously reported net losses as of September 30,
              2005, were
              discovered by management of the Company during January 2006. Accordingly,
              an
              adjustment has been made to the accompanying financial statements as
              of
              September 30, 2005 to correct these errors.
 
 
 Williams
              & Webster, P.S.
 *Certified
              Public Accountants*
 Spokane,
              Washington
 January
              12, 2006 except for 12, which is dated January 31, 2006
   31
    **TREND
                      MINING COMPANY****(An
                      Exploration Stage Company)****BALANCE
                      SHEETS**September
                      30,
                  
                  September
                      30,2005
                  
                  2004(restated)**ASSETS**CURRENT
                      ASSETSCash
                  
                  $
                  64,391
                  
                  $
                  8,313Accounts
                      receivable
                  
                  
                  42,500
                  
                  
                  —Receivable
                      from sale of mining interest
                  
                  
                  1,122,975
                  
                  
                  —Prepaid
                      expenses
                  
                  
                  13,494
                  
                  
                  2,948Total
                      Current Assets
                  
                  
                  1,243,360
                  
                  
                  11,261MINERAL
                      PROPERTIES
                  
                  
                  —
                  
                  
                  —PROPERTY
                      AND EQUIPMENT, net of depreciation
                  
                  
                  13,027
                  
                  
                  6,631OTHER
                      ASSETSReclamation
                      bond
                  
                  
                  6,500
                  
                  
                  —**TOTAL
                      ASSETS**
                  
                  $
                  1,262,887
                  
                  $
                  17,892**LIABILITIES
                      AND STOCKHOLDERS' DEFICIT**CURRENT
                      LIABILITIESAccounts
                      payable
                  
                  $
                  519,631
                  
                  $
                  205,686Accounts
                      payable, related parties
                  
                  
                  15,000
                  
                  
                  —Accrued
                      expenses
                  
                  
                  76,082
                  
                  
                  75,780Interest
                      payable, related parties
                  
                  
                  209,786
                  
                  
                  125,561Interest
                      payable, convertible debt
                  
                  
                  12,747
                  
                  
                  —Notes
                      payable to related parties
                  
                  
                  1,692,857
                  
                  
                  1,032,857Current
                      portion of long term convertible debt
                  
                  
                  304,404
                  
                  
                  —TOTAL
                      CURRENT LIABILITIES
                  
                  
                  2,832,041
                  
                  
                  1,439,884LONG-TERM
                      CONVERTIBLE DEBT, net of current portion
                  
                  
                  290,983
                  
                  
                  —COMMITMENTS
                      AND CONTINGENCIES
                  
                  
                  —
                  
                  
                  —STOCKHOLDERS'
                      DEFICITPreferred
                      stock, $0.01 par value, 20,000,000 sharesauthorized;
                      no shares issued and outstanding
                  
                  
                  —
                  
                  
                  —Common
                      stock, $0.01 par value, 100,000,000shares
                      authorized; 37,373,000 and35,967,715
                      shares issued and outstanding, respectively
                  
                  
                  373,733
                  
                  
                  359,677Additional
                      paid-in capital
                  
                  
                  8,025,700
                  
                  
                  7,518,815Stock
                      options and warrants
                  
                  
                  1,762,647
                  
                  
                  974,268Beneficial
                      conversion rights
                  
                  
                  434,920
                  
                  
                  —Accumulated
                      deficit prior to exploration stage
                  
                  
                  (558,504
                  )
                  
                  (558,504
                  )Accumulated
                      deficit during exploration stage
                  
                  
                  (11,897,099
                  )
                  
                  (9,716,248
                  )TOTAL
                      STOCKHOLDERS' DEFICIT
                  
                  
                  (1,858,603
                  )
                  
                  (1,421,992
                  )**TOTAL
                      LIABILITIES AND****STOCKHOLDERS'
                      DEFICIT**
                  
                  $
                  1,262,887
                  
                  $
                  17,892
  The
            accompanying notes are an integral part of these financial
            statements.
 32
  **TREND
                      MINING COMPANY****(An
                      Exploration Stage Company)****STATEMENTS
                      OF OPERATIONS AND COMPREHENSIVE
                      LOSS**
 
 Period
                      fromOctober
                      1, 1996(Inception
                      ofExploration
                      Stage)Year
                      Ended
                  
                  Year
                      Ended
                  
                  toSeptember
                      30,
                  
                  September
                      30,
                  
                  September
                      30,2005
                  
                  2004
                  
                  2005(restated)
                  
                  
                  
                  (restated)REVENUES
                  
                  $
                  —
                  
                  $
                  —
                  
                  $
                  —EXPENSESExploration
                      expense
                  
                  
                  215,246
                  
                  
                  19,809
                  
                  
                  3,144,121General
                      and administrative
                  
                  
                  588,809
                  
                  
                  314,159
                  
                  
                  3,166,957Officers
                      and directors compensation
                  
                  
                  427,476
                  
                  
                  273,794
                  
                  
                  2,086,666Legal
                      and professional
                  
                  
                  272,520
                  
                  
                  268,101
                  
                  
                  1,678,399Depreciation
                  
                  
                  3,628
                  
                  
                  2,900
                  
                  
                  55,504Total
                      Expenses
                  
                  
                  1,507,679
                  
                  
                  878,763
                  
                  
                  10,131,647OPERATING
                      LOSS
                  
                  
                  (1,507,679
                  )
                  
                  (878,763
                  )
                  
                  (10,131,647
                  )OTHER
                      INCOME (EXPENSE)Dividend
                      and interest income
                  
                  
                  5,928
                  
                  
                  —
                  
                  
                  12,326Settlement
                      expense
                  
                  
                  (26,250
                  )
                  
                  —
                  
                  
                  (26,250
                  )Gain
                      (loss) on disposition and impairment of assets
                  
                  
                  2,500
                  
                  
                  —
                  
                  
                  (175,019
                  )Gain
                      on sale of mining interest
                  
                  
                  69,805
                  
                  
                  
                  
                  
                  69,805Gain
                      (loss) on investment sales
                  
                  
                  —
                  
                  
                  (40,733
                  )
                  
                  (63,813
                  )Financing
                      expense
                  
                  
                  (586,555
                  )
                  
                  —
                  
                  
                  (1,721,668
                  )Interest
                      expense
                  
                  
                  (195,488
                  )
                  
                  (92,322
                  )
                  
                  (511,624
                  )Exchange
                      gain (loss)
                  
                  
                  (6,015
                  )
                  
                  —
                  
                  
                  (6,015
                  )Other
                      income
                  
                  
                  88
                  
                  
                  16,412
                  
                  
                  26,845Forgiveness
                      of debt
                  
                  
                  62,815
                  
                  
                  2,718
                  
                  
                  629,961Total
                      Other Income (Expense)
                  
                  
                  (673,172
                  )
                  
                  (113,925
                  )
                  
                  (1,765,452
                  )LOSS
                      BEFORE INCOME TAXES
                  
                  
                  (2,180,851
                  )
                  
                  (992,688
                  )
                  
                  (11,897,099
                  )INCOME
                      TAXES
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —NET
                      LOSS
                  
                  
                  (2,180,851
                  )
                  
                  (992,688
                  )
                  
                  (11,897,099
                  )OTHER
                      COMPREHENSIVE INCOME (LOSS)Change
                      in market value of investments
                  
                  
                  —
                  
                  
                  (1,800
                  )
                  
                  —NET
                      COMPREHENSIVE LOSS
                  
                  $
                  (2,180,851
                  )
                  $
                  (994,488
                  )
                  $
                  (11,897,099
                  )BASIC
                      AND DILUTED NET LOSS PER SHARE
                  
                  $
                  (0.06
                  )
                  $
                  (0.03
                  )WEIGHTED
                      AVERAGE NUMBER OFCOMMON
                      SHARES OUTSTANDING
                  
                  
                  36,348,717
                  
                  
                  34,187,607
  The
          accompanying notes are an integral part of these
          financial statements.
 33
 
 **TREND
                    MINING COMPANY****(An
                    Exploration Stage Company)****STATEMENT
                    OF STOCKHOLDERS' EQUITY (DEFICIT)**
  Common
                    Stock
                
                Additional
                
                Stock
                
                
                
                OtherNumber
                
                
                
                Paid-in
                
                Options
                    and
                
                Accumulated
                
                Comprehensiveof
                    Shares
                
                Amount
                
                Capital
                
                Warrants
                
                Deficit
                
                Income
                    (Loss)
                
                TotalBalance,
                    October 1, 1996
                
                
                1,754,242
                
                $
                17,542
                
                $
                663,218
                
                $
                —
                
                $
                (558,504
                )
                $
                —
                
                $
                122,256Common
                    stock issuances as follows:-
                    for cash at $0.50 per share
                
                
                200,000
                
                
                2,000
                
                
                98,000
                
                
                —
                
                
                —
                
                
                —
                
                
                100,000-
                    for payment of liabilities and expenses at $0.50per
                    share
                
                
                45,511
                
                
                455
                
                
                22,301
                
                
                —
                
                
                —
                
                
                —
                
                
                22,756Net
                    loss for the year ended September 30, 1997
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                (128,614
                )
                
                —
                
                
                (128,614
                )Balance,
                    September 30, 1997
                
                
                1,999,753
                
                
                19,997
                
                
                783,519
                
                
                —
                
                
                (687,118
                )
                
                —
                
                
                116,398Issuance
                    of common stock as follows:-
                    for mineral property at $0.50 per share
                
                
                150,000
                
                
                1,500
                
                
                73,500
                
                
                —
                
                
                —
                
                
                —
                
                
                75,000-
                    for lease termination at $0.50 per share
                
                
                12,000
                
                
                120
                
                
                5,880
                
                
                —
                
                
                —
                
                
                —
                
                
                6,000-
                    for debt at $0.50 per share
                
                
                80,000
                
                
                800
                
                
                39,200
                
                
                —
                
                
                —
                
                
                —
                
                
                40,000-
                    for cash at $0.20 per share
                
                
                7,500
                
                
                75
                
                
                1,425
                
                
                —
                
                
                —
                
                
                —
                
                
                1,500-
                    for compensation at $0.50 per share
                
                
                9,000
                
                
                90
                
                
                4,410
                
                
                —
                
                
                —
                
                
                —
                
                
                4,500Issuance
                    of stock options for financing activities
                
                
                —
                
                
                —
                
                
                —
                
                
                2,659
                
                
                —
                
                
                —
                
                
                2,659Net
                    loss for the year ended September 30, 1998
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                (119,163
                )
                
                —
                
                
                (119,163
                )Change
                    in market value of investments
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                117,080
                
                
                117,080Balance,
                    September 30, 1998
                
                
                2,258,253
                
                
                22,582
                
                
                907,934
                
                
                2,659
                
                
                (806,281
                )
                
                117,080
                
                
                243,974Common
                    stock issuances as follows:-
                    for cash at an average of $0.07 per share
                
                
                555,000
                
                
                5,550
                
                
                35,450
                
                
                —
                
                
                —
                
                
                —
                
                
                41,000-
                    for prepaid expenses at $0.33 per share
                
                
                50,000
                
                
                500
                
                
                16,000
                
                
                —
                
                
                —
                
                
                —
                
                
                16,500-
                    for consulting services at an average of$0.20
                    per share
                
                
                839,122
                
                
                8,391
                
                
                158,761
                
                
                —
                
                
                —
                
                
                —
                
                
                167,152-
                    for mineral property at $0.13 per share
                
                
                715,996
                
                
                7,160
                
                
                82,470
                
                
                —
                
                
                —
                
                
                —
                
                
                89,630-
                    for officers' compensation at an average of$0.24
                    per share
                
                
                300,430
                
                
                3,004
                
                
                70,522
                
                
                —
                
                
                —
                
                
                —
                
                
                73,526-
                    for debt, investment and expenses at $0.30 per share
                
                
                9,210
                
                
                92
                
                
                2,671
                
                
                —
                
                
                —
                
                
                —
                
                
                2,763-
                    for directors' compensation at an average of$0.25
                    per share
                
                
                16,500
                
                
                165
                
                
                3,960
                
                
                —
                
                
                —
                
                
                —
                
                
                4,125-
                    for rent at $0.25 per share
                
                
                1,000
                
                
                10
                
                
                240
                
                
                —
                
                
                —
                
                
                —
                
                
                250-
                    for equipment at $0.30 per share
                
                
                600,000
                
                
                6,000
                
                
                174,000
                
                
                —
                
                
                —
                
                
                —
                
                
                180,000Net
                    loss for the year ended September 30, 1999
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                (716,759
                )
                
                —
                
                
                (716,759
                )Other
                    comprehensive loss
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                (79,179
                )
                
                (79,179
                )Balance,
                    September 30, 1999
                
                
                5,345,511
                
                $
                53,454
                
                $
                1,452,007
                
                $
                2,659
                
                $
                (1,523,040
                )
                $
                37,901
                
                $
                22,982
  The
          accompanying notes are an integral part of these
          financial statements.
 34
  **TREND
                    MINING COMPANY****(An
                    Exploration Stage Company)****STATEMENT
                    OF STOCKHOLDERS' EQUITY
                    (DEFICIT)**
  Common
                        Stock
                    
                    Additional
                    
                    Stock
                    
                    
                    
                    OtherNumber
                    
                    
                    
                    Paid-in
                    
                    Options
                        and
                    
                    Accumulated
                    
                    Comprehensiveof
                        Shares
                    
                    Amount
                    
                    Capital
                    
                    Warrants
                    
                    Deficit
                    
                    Income
                        (Loss)
                    
                    TotalBalance,
                        September 30, 1999
                    
                    
                    5,345,511
                    
                    $
                    53,454
                    
                    $
                    1,452,007
                    
                    $
                    2,659
                    
                    $
                    (1,523,040
                    )
                    $
                    37,901
                    
                    $
                    22,982Common
                        stock and option issuances as follows:-
                        for employee, officer and directorcompensation
                        at an average of$0.61
                        per share
                    
                    
                    231,361
                    
                    
                    2,314
                    
                    
                    140,446
                    
                    
                    15,820
                    
                    
                    —
                    
                    
                    —
                    
                    
                    158,580-
                        for officers' and directors' compensationat
                        an average of $1.19 per share
                    
                    
                    11,500
                    
                    
                    115
                    
                    
                    13,615
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    13,730-
                        for services at an average of $0.47 per share
                    
                    
                    530,177
                    
                    
                    5,302
                    
                    
                    246,333
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    251,635-
                        for mineral property at $0.89 per share
                    
                    
                    1,000,000
                    
                    
                    1,000
                    
                    
                    88,000
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    89,000-
                        for investments at $0.33 per share
                    
                    
                    200,000
                    
                    
                    2,000
                    
                    
                    64,000
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    66,000-
                        for cash at $0.08 per share
                    
                    
                    456,247
                    
                    
                    4,562
                    
                    
                    28,969
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    33,531-
                        for cash, options and warrants
                    
                    
                    100,000
                    
                    
                    10,000
                    
                    
                    2,414
                    
                    
                    87,586
                    
                    
                    —
                    
                    
                    —
                    
                    
                    100,000-
                        for incentive fees at $0.33 per share
                    
                    
                    65,285
                    
                    
                    653
                    
                    
                    20,891
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    21,544-
                        for deferred mineral property acquisitioncosts
                        at $0.13 per share
                    
                    
                    129,938
                    
                    
                    1,299
                    
                    
                    14,943
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    16,242-
                        for modification of stockholder agreementat
                        $0.60 per share
                    
                    
                    200,000
                    
                    
                    2,000
                    
                    
                    118,000
                    
                    
                    30,000
                    
                    
                    —
                    
                    
                    —
                    
                    
                    150,000-
                        for modification of stockholder agreement
                    
                    
                    —
                    
                    
                    —
                    
                    
                    4,262
                    
                    
                    10,379
                    
                    
                    —
                    
                    
                    —
                    
                    
                    14,641-from
                        exercise of options at $0.12 per share
                    
                    
                    9,962,762
                    
                    
                    99,628
                    
                    
                    1,103,016
                    
                    
                    (37,524
                    )
                    
                    —
                    
                    
                    —
                    
                    
                    1,165,120Cash
                        received for the issuance of common stockwarrants
                        for 7,979,761 shares of stock
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    10,000
                    
                    
                    —
                    
                    
                    —
                    
                    
                    10,000Miscellaneous
                        common stock adjustments
                    
                    
                    (5
                    )
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —Net
                        loss for the year ended September 30, 2000
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    (2,186,541
                    )
                    
                    —
                    
                    
                    (2,186,541
                    )Other
                        comprehensive income (loss)
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    (38,314
                    )
                    
                    (38,314
                    )Balance,
                        September 30, 2000
                    
                    
                    18,232,776
                    
                    $
                    182,327
                    
                    $
                    3,296,896
                    
                    $
                    118,920
                    
                    $
                    (3,709,581
                    )
                    $
                    (413
                    )
                    $
                    (111,850
                    )
 
 The
          accompanying notes are an integral part of these
          financial statements.
 35
  **TREND
                      MINING COMPANY****(An
                      Exploration Stage Company)****STATEMENT
                      OF STOCKHOLDERS' EQUITY (DEFICIT) (continued)**
 Common
                      Stock
                  
                  Additional
                  
                  Stock
                  
                  
                  
                  OtherNumber
                  
                  
                  
                  Paid-in
                  
                  Options
                      and
                  
                  Accumulated
                  
                  Comprehensiveof
                      Shares
                  
                  Amount
                  
                  Capital
                  
                  Warrants
                  
                  Deficit
                  
                  Income
                      (Loss)
                  
                  Total
 Balance,
                      September 30, 2000
                  
                  
                  18,323,776
                  
                  $
                  182,327
                  
                  $
                  3,296,896
                  
                  $
                  118,920
                  
                  $
                  (3,709,581
                  )
                  $
                  (413
                  )
                  $
                  (111,850
                  )Common
                      stock and option issuances as follows:-
                      for cash of $1.00 per share
                  
                  
                  192,000
                  
                  
                  1,920
                  
                  
                  190,080
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  192,000-
                      for cash and consulting services fromoptions
                      for $0.39 per share
                  
                  
                  33,333
                  
                  
                  333
                  
                  
                  12,737
                  
                  
                  (3,070
                  )
                  
                  —
                  
                  
                  —
                  
                  
                  10,000-
                      for services at an average of $0.92 per share
                  
                  
                  13,700
                  
                  
                  137
                  
                  
                  12,463
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  12,600-
                      for officer and employee compensation at$1.13
                      per share
                  
                  
                  5,200
                  
                  
                  52
                  
                  
                  5,828
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  5,880-
                      for payment of accrued officer's compensationat
                      $1.35 per share
                  
                  
                  10,000
                  
                  
                  100
                  
                  
                  13,400
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  13,500-
                      for consulting services at an ave of $0.77 per share
                  
                  
                  45,461
                  
                  
                  455
                  
                  
                  34,247
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  34,702-
                      for directors' compensation at $0.85 per share
                  
                  
                  75,000
                  
                  
                  750
                  
                  
                  63,000
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  63,750-
                      for modification of contract at $0.78 per share
                  
                  
                  3,000
                  
                  
                  30
                  
                  
                  2,310
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  2,340-
                      for interest payment on contractat
                      an average of $0.80 per share
                  
                  
                  10,000
                  
                  
                  100
                  
                  
                  7,900
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  8,000-
                      for mineral property expenses at $0.85 per share
                  
                  
                  1,000
                  
                  
                  10
                  
                  
                  840
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  850-
                      for debt at $1.00 per share
                  
                  
                  134,500
                  
                  
                  1,345
                  
                  
                  133,155
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  134,500Options
                      issued to officers, directors and employees for services
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  354,000
                  
                  
                  —
                  
                  
                  —
                  
                  
                  354,000Warrants
                      issued as follows:-
                      for consulting services
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  170,521
                  
                  
                  —
                  
                  
                  —
                  
                  
                  170,521-
                      for loan agreements
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  141,547
                  
                  
                  —
                  
                  
                  —
                  
                  
                  141,547-
                      for extension of exercise periodon
                      outstanding warrants
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  608,058
                  
                  
                  —
                  
                  
                  —
                  
                  
                  608,058Net
                      loss for the year ended September 30, 2001
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  (3,437,354
                  )
                  
                  —
                  
                  
                  (3,437,354
                  )Other
                      comprehensive income
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  413
                  
                  
                  413Balance,
                      September 30, 2001
                  
                  
                  18,755,970
                  
                  $
                  187,559
                  
                  $
                  3,772,856
                  
                  $
                  1,389,976
                  
                  $
                  (7,146,935
                  )
                  $
                  —
                  
                  $
                  (1,796,543
                  )
  The
            accompanying notes are an integral part of these
            financial statements.
 36
 **TREND
                      MINING COMPANY****(An
                      Exploration Stage Company)****STATEMENT
                      OF STOCKHOLDERS' EQUITY (DEFICIT)
                      (continued)**
  Common
                      Stock
                  
                  Additional
                  
                  Stock
                  
                  
                  
                  OtherNumber
                  
                  
                  
                  Paid-in
                  
                  Options
                      and
                  
                  Accumulated
                  
                  Comprehensiveof
                      Shares
                  
                  Amount
                  
                  Capital
                  
                  Warrants
                  
                  Deficit
                  
                  Income
                      (Loss)
                  
                  Total
 Balance,
                      September 30, 2001
                  
                  
                  18,755,970
                  
                  $
                  187,559
                  
                  $
                  3,772,856
                  
                  $
                  1,389,976
                  
                  $
                  (7,146,935
                  )
                  $
                  —
                  
                  $
                  (1,796,543
                  )Common
                      stock issuances as follows:-
                      for cash at $0.10 per share
                  
                  
                  2,500,000
                  
                  
                  25,000
                  
                  
                  225,000
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  250,000-
                      for a note payable at $1.00 per share
                  
                  
                  25,000
                  
                  
                  250
                  
                  
                  24,750
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  25,000-
                      for consulting fees payable at $0.55 per share
                  
                  
                  12,536
                  
                  
                  126
                  
                  
                  6,769
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  6,895-
                      for mineral properties at $0.70 per share
                  
                  
                  1,100,000
                  
                  
                  11,000
                  
                  
                  759,000
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  770,000-
                      for services at an average of $0.49 per share
                  
                  
                  112,500
                  
                  
                  1,125
                  
                  
                  53,625
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  54,750-
                      for financing expense at an average of $0.44 per share
                  
                  
                  82,429
                  
                  
                  824
                  
                  
                  35,369
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  36,193Options
                      issued to officers, directors and employees for services
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  29,528
                  
                  
                  —
                  
                  
                  —
                  
                  
                  29,528Warrants
                      issued as follows:
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  —-
                      for loan agreements
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  55,352
                  
                  
                  —
                  
                  
                  —
                  
                  
                  55,352Expiration
                      of stock options and warrants
                  
                  
                  —
                  
                  
                  —
                  
                  
                  91,814
                  
                  
                  (91,814
                  )
                  
                  —
                  
                  
                  —
                  
                  
                  —Interest
                      expense forgiven by shareholders
                  
                  
                  —
                  
                  
                  —
                  
                  
                  42,950
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  42,950Net
                      loss for the year ended September 30, 2002
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  (1,168,171
                  )
                  
                  —
                  
                  
                  (1,168,171
                  )Balance,
                      September 30, 2002
                  
                  
                  22,588,435
                  
                  
                  225,884
                  
                  
                  5,012,133
                  
                  
                  1,383,042
                  
                  
                  (8,315,106
                  )
                  
                  —
                  
                  
                  (1,694,046
                  )Common
                      stock issuances as follows:-
                      miscellaneous common stock adjustment
                  
                  
                  29,555
                  
                  
                  296
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  296-
                      for cash at $0.10 per share
                  
                  
                  5,500,000
                  
                  
                  55,000
                  
                  
                  495,000
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  550,000-
                      for consulting services at an average of $0.15 per share
                  
                  
                  1,763,779
                  
                  
                  17,638
                  
                  
                  243,362
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  261,000-
                      for loans payable at an average of $0.10 per share
                  
                  
                  369,160
                  
                  
                  3,692
                  
                  
                  33,225
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  36,917-
                      for prior period services at an average of $.13 per share
                  
                  
                  245,000
                  
                  
                  2,450
                  
                  
                  30,550
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  33,000-
                      for investments at $0.21 per share
                  
                  
                  450,000
                  
                  
                  4,500
                  
                  
                  88,668
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  93,168-
                      to
                      officers and directors for services at $.10 per share
                  
                  
                  1,423,156
                  
                  
                  14,232
                  
                  
                  129,024
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  143,256-
                      penalty shares at $.26 per share
                  
                  
                  860,000
                  
                  
                  8,600
                  
                  
                  215,000
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  223,600Change
                      in marekt value of investments
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  1,800
                  
                  
                  1,800Net
                      loss for the year ended September 30, 2003
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  (966,958
                  )
                  
                  —
                  
                  
                  (966,958
                  )Balance,
                      September 30, 2003
                  
                  
                  33,229,085
                  
                  $
                  332,291
                  
                  $
                  6,246,963
                  
                  $
                  1,383,042
                  
                  $
                  (9,282,064
                  )
                  $
                  1,800
                  
                  $
                  (1,317,968
                  )
  The
          accompanying notes are an integral part of these
          financial statements.
 37
  **TREND
                      MINING COMPANY****(An
                      Exploration Stage Company)****STATEMENT
                      OF STOCKHOLDERS' EQUITY (DEFICIT)
                      (continued)**
 Common
                      Stock
                  
                  Additional
                  
                  Stock
                  
                  Beneficial
                  
                  
                  
                  OtherNumber
                  
                  
                  
                  Paid-in
                  
                  Options
                      and
                  
                  Conversion
                  
                  Accumulated
                  
                  Comprehensiveof
                      Shares
                  
                  Amount
                  
                  Capital
                  
                  Warrants
                  
                  Rights
                  
                  Deficit
                  
                  Income
                      (Loss)
                  
                  TotalBalance,
                      September 30, 2003
                  
                  
                  33,229,085
                  
                  $
                  332,291
                  
                  $
                  6,246,963
                  
                  $
                  1,383,042
                  
                  $
                  —
                  
                  $
                  (9,282,064
                  )
                  $
                  1,800
                  
                  $
                  (1,317,968
                  )Common
                      stock issuances as follows:-
                      for cash at $0.20 per share
                  
                  
                  1,675,000
                  
                  
                  16,750
                  
                  
                  318,250
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  335,000-
                      for consulting services at an average of $0.35 per share
                  
                  
                  162,500
                  
                  
                  1,625
                  
                  
                  54,800
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  56,425-
                      for accounts payable at an average of $.24 per share
                  
                  
                  626,130
                  
                  
                  6,261
                  
                  
                  144,584
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  150,845-
                      for investments at $0.20 per share
                  
                  
                  125,000
                  
                  
                  1,250
                  
                  
                  23,750
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  25,000-
                      to
                      officers and directors for services at $.12 per share
                  
                  
                  150,000
                  
                  
                  1,500
                  
                  
                  16,500
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  18,000Expired
                      options & warrants
                  
                  
                  —
                  
                  
                  —
                  
                  
                  503,774
                  
                  
                  (503,774
                  )
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —Options
                      issued to officers and directors for services
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  95,000
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  95,000Gain
                      on sale of internal securities
                  
                  
                  —
                  
                  
                  —
                  
                  
                  210,194
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  210,194Change
                      in market value of investments
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  (1,800
                  )
                  
                  (1,800
                  )Net
                      loss for the year ended September 30, 2004
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  (992,688
                  )
                  
                  —
                  
                  
                  (992,688
                  )Balance,
                      September 30, 2004
                  
                  
                  35,967,715
                  
                  
                  359,677
                  
                  
                  7,518,815
                  
                  
                  974,268
                  
                  
                  —
                  
                  
                  (10,274,752
                  )
                  
                  —
                  
                  
                  (1,421,992
                  )Common
                      stock issuances as follows:-
                      for services at an average of $.23 per share
                  
                  
                  199,585
                  
                  
                  1,996
                  
                  
                  44,591
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  46,587-
                      for financing expenses at $0.345 per share
                  
                  
                  210,000
                  
                  
                  2,100
                  
                  
                  70,350
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  72,450-
                      for financing expenses at an average of
                    $0.24
                      per share
                  
                  
                  66,000
                  
                  
                  660
                  
                  
                  15,500
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  16,160-
                      to
                      officers and directors for services at $.23 per share
                  
                  
                  634,518
                  
                  
                  6,345
                  
                  
                  139,655
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  146,000-
                      for convertible debt
                  
                  
                  295,482
                  
                  
                  2,955
                  
                  
                  55,669
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  58,624Convertible
                      debt issuance:-
                      class A warrants at $0.15 per share
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  51,577
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  51,577-
                      class B warrants at $0.10 per share
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  42,248
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  42,248-
                      beneficial conversion rights at $0.19 per share
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  77,158
                  
                  
                  —
                  
                  
                  —
                  
                  
                  77,158Options
                      issued to officers and directors for services
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  143,840
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  143,840Cancellation
                      of warrants and beneficial conversion rights
                  
                  
                  —
                  
                  
                  —
                  
                  
                  170,983
                  
                  
                  (93,825
                  )
                  
                  (77,158
                  )
                  
                  —
                  
                  
                  —
                  
                  
                  —Expiration
                      of warrants
                  
                  
                  —
                  
                  
                  —
                  
                  
                  10,137
                  
                  
                  (10,137
                  )
                  
                  —
                  
                  
                  —
                  
                  
                  —Convertible
                      debt issuance:-
                      class A warrants at $0.10 per share
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  66,990
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  66,990-
                      class B warrants at $0.02 per share
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  18,275
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  18,275-
                      beneficial conversion rights at $0.25 per share
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  128,333
                  
                  
                  —
                  
                  
                  —
                  
                  
                  128,333Convertible
                      debt issuance:
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  —-
                      class A warrants at $0.15 per share
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  386,275
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  386,275-
                      class B warrants at $0.08 per share
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  183,136
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  183,136-
                      beneficial conversion rights at $0.19 per share
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  306,587
                  
                  
                  —
                  
                  
                  —
                  
                  
                  306,587Net
                      loss for the year ended September 30, 2005(restated)
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  (2,180,851
                  )
                  
                  —
                  
                  
                  (2,180,851
                  )Balance,
                      September 30, 2005 (restated)
                  
                  
                  37,373,300
                  
                  $
                  373,733
                  
                  $
                  8,025,700
                  
                  $
                  1,762,647
                  
                  $
                  434,920
                  
                  $
                  (12,455,603
                  )
                  $
                  —
                  
                  $
                  (1,858,603
                  )
  The
          accompanying notes are an integral part of these
          financial statements.
 38
  **TREND
                    MINING COMPANY****(An
                    Exploration Stage Company)****STATEMENTS
                    OF CASH FLOWS**
  Period
                    fromOctober
                    1, 1996(Inception
                    ofExploration
                    Stage)Year
                    Ended
                
                Year
                    Ended
                
                toSeptember
                    30,
                
                September
                    30,
                
                September
                    30,2005
                
                2004
                
                2005(restated)
                
                
                
                (restated)**CASH
                    FLOWS FROM OPERATING ACTIVITIES:**Net
                    loss
                
                $
                (2,180,851
                )
                $
                (992,688
                )
                $
                (11,897,099
                )Adjustments
                    to reconcile net loss to net cash used by operating
                    activities:Depreciation
                
                
                3,628
                
                
                2,900
                
                
                55,504Amortization
                    of debt discount
                
                
                497,432
                
                
                —
                
                
                497,432Loss
                    (Gain) on investment sales
                
                
                —
                
                
                40,733
                
                
                68,969Loss
                    (Gain) on disposition and impairment of assets
                
                
                (2,500
                )
                
                —
                
                
                183,391Gain
                    on sale of mining interest
                
                
                (69,805
                )
                
                —
                
                
                (69,805
                )Gain
                    on sale of mineral property claims for securities
                
                
                —
                
                
                —
                
                
                (500
                )Gain
                    on trade-in of property and equipment
                
                
                —
                
                
                —
                
                
                (7,872
                )Gain
                    on forgiveness of debt
                
                
                (62,815
                )
                
                —
                
                
                (201,581
                )Gain
                    on settlement of vendor account
                
                
                —
                
                
                (16,412
                )
                
                —Interest
                    expense forgiven by related parties
                
                
                —
                
                
                (2,718
                )
                
                20,848Common
                    stock issued for servicesand
                    financing expenses
                
                
                281,197
                
                
                56,425
                
                
                1,265,171Common
                    stock issued for payables and accrued expenses
                
                
                —
                
                
                150,845
                
                
                219,656Common
                    stock and options issued as compensation
                
                
                143,840
                
                
                113,000
                
                
                1,249,011Stock
                    options and warrants issued for financing activities
                
                
                —
                
                
                —
                
                
                822,257Common
                    stock issued for investments
                
                
                —
                
                
                —
                
                
                93,168Common
                    stock and warrants issued to acquire mineralproperty
                    options
                
                
                —
                
                
                —
                
                
                1,114,873Warrants
                    issued for consulting fees
                
                
                —
                
                
                —
                
                
                170,521Common
                    stock issued for incentive fees
                
                
                —
                
                
                —
                
                
                21,544Investment
                    traded for services
                
                
                —
                
                
                —
                
                
                45,939Common
                    stock issued for payment of interest
                
                
                17,160
                
                
                —
                
                
                17,160Changes
                    in assets and liabilities:Prepaid
                    expenses & inventory
                
                
                (10,546
                )
                
                (2,948
                )
                
                (9,689
                )Accounts
                    receivable
                
                
                (42,500
                )
                
                —
                
                
                (42,500
                )Accounts
                    payable
                
                
                116,982
                
                
                75,679
                
                
                432,741Accounts
                    payable, related parties
                
                
                15,000
                
                
                —
                
                
                15,000Accounts
                    payable - checks in excess of bank balance
                
                
                —
                
                
                (3,297
                )
                
                7Accrued
                    expenses
                
                
                302
                
                
                75,780
                
                
                1,897Reclamation
                    bond
                
                
                (6,500
                )
                
                —
                
                
                (6,500
                )Interest
                    payable, related parties
                
                
                84,225
                
                
                (7,026
                )
                
                183,728Interest
                    payable, convertible debt
                
                
                12,747
                
                
                —
                
                
                12,747Net
                    cash used by operating activities
                
                
                (1,203,004
                )
                
                (509,727
                )
                
                (5,872,078
                )**CASH
                    FLOWS FROM INVESTING ACTIVITIES:**Proceeds
                    from sale of equipment
                
                
                2,500
                
                
                —
                
                
                37,626Purchase
                    of fixed assets
                
                
                (10,023
                )
                
                (4,358
                )
                
                (10,023
                )Proceeds
                    from sale of mineral property
                
                
                203,000
                
                
                —
                
                
                223,000Costs
                    of mining interest
                
                
                (1,011,395
                )
                
                —
                
                
                (1,011,395
                )Purchase
                    of furniture and equipment
                
                
                —
                
                
                —
                
                
                (46,053
                )Proceeds
                    from investments sold
                
                
                —
                
                
                39,646
                
                
                183,161Net
                    cash provided (used) by investing activities
                
                
                (815,918
                )
                
                35,288
                
                
                (623,684
                )**CASH
                    FLOWS FROM FINANCING ACTIVITIES:**Payments
                    on notes payable and short-term borrowings
                
                
                (250,000
                )
                
                (112,500
                )
                
                (374,556
                )Proceeds
                    from internal securities sale
                
                
                —
                
                
                210,194
                
                
                210,194Sale
                    of warrants for common stock
                
                
                —
                
                
                —
                
                
                10,000Proceeds
                    from borrowings
                
                
                2,325,000
                
                
                47,500
                
                
                3,794,157Sale
                    of common stock, subscriptionsand
                    exercise of options
                
                
                —
                
                
                335,000
                
                
                2,693,151Issuance
                    of penalty shares
                
                
                —
                
                
                —
                
                
                223,600Net
                    cash provided by financing activities
                
                
                2,075,000
                
                
                480,194
                
                
                6,556,546**NET
                    INCREASE (DECREASE) IN CASH**
                
                
                56,078
                
                
                5,755
                
                
                60,784**CASH,
                    BEGINNING OF PERIOD**
                
                
                8,313
                
                
                2,558
                
                
                3,607**CASH,
                    END OF PERIOD**
                
                $
                64,391
                
                $
                8,313
                
                $
                64,391
  The
          accompanying notes are an integral part of these
          financial statements.
 39
  **TREND
                    MINING COMPANY****(An
                    Exploration Stage Company)****STATEMENTS
                    OF CASH FLOWS**
  Period
                    fromOctober
                    1, 1996(Inception
                    ofExploration
                    Stage)Year
                    Ended
                
                Year
                    Ended
                
                toSeptember
                    30,
                
                September
                    30,
                
                September
                    30,2005
                  (restated)
                
                2004
                
                2005
                    (restated)
 **SUPPLEMENTAL
                    CASH FLOW INFORMATION:**Interest
                    paid
                
                $
                72,486
                
                $
                95,194
                
                $
                167,680Income
                    taxes paid
                
                $
                —
                
                $
                —
                
                $
                —**NON-CASH
                    FINANCING AND INVESTING ACTIVITIES:**Common
                    stock and warrants issued to acquiremineral
                    properties
                
                $
                —
                
                $
                —
                
                $
                344,873Common
                    stock issued to acquire mineral property
                
                $
                —
                
                $
                —
                
                $
                845,000Common
                    stock issued for acquisition ofmining
                    equipment
                
                $
                —
                
                $
                —
                
                $
                180,000Common
                    stock issued for services and expenses
                
                $
                281,197
                
                $
                56,425
                
                $
                1,265,171Common
                    stock issued for investment
                
                $
                —
                
                $
                25,000
                
                $
                185,168Common
                    stock issued for payables and accrued expenses
                
                $
                —
                
                $
                150,845
                
                $
                219,656Common
                    stock issued for incentive fees
                
                $
                —
                
                $
                —
                
                $
                21,544Common
                    stock and options issued as compensation
                
                $
                143,840
                
                $
                113,000
                
                $
                1,121,215Common
                    stock and options issued for payment of convertible debt
                
                $
                41,464
                
                $
                —
                
                $
                41,464Common
                    stock and options issued for payment of interest
                
                $
                17,160
                
                $
                —
                
                $
                17,160Stock
                    options and warrants issued for financing activities
                
                $
                —
                
                $
                —
                
                $
                822,257Warrants
                    issued for consulting fees
                
                $
                —
                
                $
                —
                
                $
                170,521Deferred
                    acquisition costs on mining property
                
                $
                —
                
                $
                —
                
                $
                46,242Purchase
                    of equipment with financing agreement
                
                $
                —
                
                $
                —
                
                $
                21,814Investments
                    received for mineral property
                
                $
                —
                
                $
                —
                
                $
                5,500Investments
                    traded for services
                
                $
                —
                
                $
                —
                
                $
                45,939Equipment
                    for loans payable
                
                $
                —
                
                $
                —
                
                $
                4,500Warrants
                    issued with convertible debt
                
                $
                654,676
                
                $
                —
                
                $
                654,676Beneficial
                    conversion rights
                
                $
                434,920
                
                $
                —
                
                $
                434,920
   The
          accompanying notes are an integral part of these
          financial statements.
 40
 
 **TREND
          MINING COMPANY**
 **(AN
          EXPLORATION STAGE COMPANY)**
 **NOTES
          TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
          30, 2005**
 
 **NOTE
          1 - ORGANIZATION AND DESCRIPTION OF BUSINESS**
  Trend
          Mining Company (formerly Silver Trend Mining Company) (“the Company” or “Trend”)
          was incorporated on September 7, 1968 under the laws of the State of Montana
          for
          the purpose of acquiring, exploring and developing mining properties. From
          1984
          to late 1996, the Company was dormant. In November 1998, the Company changed
          its
          focus to exploration for platinum and palladium related metals primarily
          in the
          United States. In February of 1999, the Company changed its name to Trend
          Mining
          Company to better reflect the Company’s change of focus and diversification into
          platinum group metals. In 2004, the Company further diversified into uranium
          properties although actual exploration has not yet commenced. The Company
          conducts operations primarily from its offices in Littleton, Colorado.
          The
          Company has a September 30 fiscal year-end.
 
 On
          March
          28, 2001, the Company reincorporated in Delaware. This reincorporation
          represented a change of corporate domicile and had no accounting impact.
          Under
          its amended certificate of incorporation, Trend has authorized the issuance
          of
          100,000,000 shares of common stock with a par value of $0.01 per share
          and
          20,000,000 shares of authorized preferred stock with a par value of $0.01,
          with
          rights and preferences to be determined by the Company’s board of directors. One
          share of Series A preferred stock was created and issued to Mr.
          Thomas S. Kaplan which required the holder’s approval for all stock and
          equity issuances. In October 2002, this preferred share was cancelled.
          See
          Note 4.
 
  **NOTE
          2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
  This
          summary of significant accounting policies is presented to assist in
          understanding the Company’s financial statements. The financial statements and
          notes rely on the integrity and objectivity of the Company’s management. These
          accounting policies conform to accounting principles generally accepted
          in the
          United States of America and have been consistently applied in the preparation
          of the financial statements.
  Accounting
          Method
  The
          Company’s financial statements are prepared using the accrual method of
          accounting.
 
 Basic
          and Diluted Loss per Share
  Basic
          and
          diluted loss per share are computed by dividing the net loss by the weighted
          average number of shares outstanding during the year or period. The weighted
          average number of shares is calculated by taking the number of shares
          outstanding and weighting them by the length of time that they were
          outstanding.
  41
 **TREND
            MINING COMPANY**
 **(AN
            EXPLORATION STAGE COMPANY)**
 **NOTES
            TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
            30, 2005**
  Outstanding
          options and warrants and convertible debt representing an aggregate potential
          conversion into 22,938,178 and 10,068,174 shares of common stock, as of
          September 30, 2005 and 2004, respectively, have been excluded from the
          calculation of diluted loss per share as they would be
          antidilutive.
  Accounting
          for Convertible Notes and Securities with Beneficial Conversion
          Features
 
 Following
          guidance provided by EITF 00-27 the Company allocates proceeds received
          from
          convertible notes and/or securities first to warrants granted the note
          holders.
          The value of the warrants and the beneficial conversion feature are recorded
          on
          the balance sheet as a debt discount and as an increase to shareholders
          equity.
          The discounts are amortized over the life of the loans.
 
 Cash
          and Cash Equivalents
  For
          purposes of its statement of cash flows, the Company considers all short-term
          debt securities purchased with a maturity of three months or less to be
          cash
          equivalents.
  Compensated
          Absences
  The
          Company’s employees are entitled to paid vacation, paid sick days and personal
          days off depending on job classification, length of service and other factors.
          The Company estimates that the amount of compensation for future absences
          is
          minimal and immaterial for the periods ended September 30, 2005 and 2004.
          Accordingly, no liability has been recorded in the financial statements.
  Comprehensive
          Income (Loss)
  The
          Company reports comprehensive income (loss) in accordance with Statement
          of
          Financial Accounting Standards No. 130, “Reporting Comprehensive Income.”
Amounts are reported net of tax and include unrealized gains or losses
          on
          available for sale securities.
  Derivative
          Instruments
  The
          Financial Accounting Standards Board issued Statement of Financial Accounting
          Standards (hereinafter “SFAS”) No. 133, “Accounting for Derivative Instruments
          and Hedging Activities,” as amended by SFAS No. 137, “Accounting for Derivative
          Instruments and Hedging Activities - Deferral of the Effective Date of
          SFAS No.
          133,” and SFAS No. 138, “Accounting for Certain Derivative Instruments and
          Certain Hedging Activities,” which is effective for the Company as of January 1,
          2001. These standards establish accounting and reporting standards for
          derivative instruments, including certain derivative instruments embedded
          in
          other contracts and for hedging activities. They require that an entity
          recognize all derivatives as either assets or liabilities in the balance
          sheet
          and measure those instruments at fair value.
  42
 **TREND
            MINING COMPANY**
 **(AN
            EXPLORATION STAGE COMPANY)**
 **NOTES
            TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
            30, 2005**
  If
          certain conditions are met, a derivative may be specifically designated
          as a
          hedge, the objective of which is to match the timing of gain or loss recognition
          on the hedging derivative with the recognition of (i) the changes in the
          fair
          value of the hedged asset or liability that are attributable to the hedged
          risk
          or (ii) the earnings effect of the hedged forecasted transaction. For a
          derivative not designated as a hedging instrument, the gain or loss is
          recognized in income in the period of change.
  Historically,
          the Company has not entered into derivative contracts to hedge existing
          risks or
          for speculative purposes.
  During
          the years ended September 30, 2005 and 2004, the Company has not engaged
          in any
          transactions that would be considered derivative instruments or hedging
          activities.
  Estimates
  The
          preparation of financial statements in conformity with accounting principles
          generally accepted in the United States of America requires management
          to make
          estimates and assumptions that affect the reported amounts of assets and
          liabilities and disclosure of contingent assets and liabilities at the
          date of
          the financial statements and the reported amounts of revenues and expenses
          during the reporting period. Actual results could differ from those
          estimates.
  Employee
          and Non-Employee Stock Compensation
  The
          Company values common stock issued without restrictions to employees and
          non-employees for services, property and investments at the fair market
          value of
          the common stock, which is the closing price of Company stock on the day
          of
          issuance. If no trading occurred on a date of issuance, then the fair market
          value used is the lower of the closing prices on the first previous day
          or the
          first following day on which the Company’s stock was traded. The Company may
          issue common stock with restrictions in these circumstances and, if it
          does, may
          issue such shares at a reasonable discount to fair market value. These
          stock
          issuances are accounted for in the statement of stockholders’ equity and as
          expenses, if the stock was issued for services or exploration costs, and
          as
          assets, if the stock was issued for investments or real property.
  Exploration
          Costs
  In
          accordance with accounting principles generally accepted in the United
          States of
          America, the Company expenses exploration costs as incurred. Exploration
          costs
          expensed during the years ended September 30, 2005 and 2004 were $215,246
          and
          $19,809 respectively. As of September 30, 2005, cumulative exploration
          costs
          expensed during the Company’s exploration stage totaled $3,144,121.
 
 43
 **TREND
            MINING COMPANY**
 **(AN
            EXPLORATION STAGE COMPANY)**
 **NOTES
            TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
            30, 2005**
 Exploration
          Stage Activities
  The
          Company has been in the exploration stage since October 1, 1996, when the
          Company emerged from a period of dormancy, and has no revenues from operations.
          The Company is primarily engaged in the acquisition and exploration of
          mineral
          properties. Should the Company locate a commercially viable reserve, the
          Company
          would expect to actively prepare the site for extraction. The Company’s
          accumulated deficit prior to the exploration stage was
          $558,504.
  Fair
          Value of Financial Instruments
  The
          Company’s financial instruments as defined by Statement of Financial Accounting
          Standards No. 107, “Disclosures about Fair Value of Financial Instruments,”
include cash, investment in securities available-for-sale, accounts payable
          and
          accrued expenses and short-term borrowings. All instruments other than
          the
          investment in securities available-for-sale are accounted for on a historical
          cost basis, which, due to the short maturity of these financial instruments,
          approximates fair value at September 30, 2005 and 2004. Investment in securities
          available-for-sale is recorded at fair value at September 30, 2005 and
          2004.
  Going
          Concern
  As
          shown
          in the accompanying financial statements, at September 30, 2005, the Company
          has
          limited cash, has negative working capital, has no revenues, has incurred
          a net
          loss of $2,180,851 for the fiscal year, and has an exploration stage accumulated
          deficit of $11,897,099. These factors indicate that the Company may be
          unable to
          continue in existence in the absence of receiving additional funding. The
          financial statements do not include any adjustments related to the
          recoverability and classification of recorded assets, or the amounts and
          classification of liabilities that might be necessary in the event the
          Company
          cannot continue in existence.
  The
          Company estimates that approximately $1,000,000 is required to fund operations
          of the Company for the next 12 months assuming minimal exploration activities.
          The Company’s management believes that it will be able to generate sufficient
          cash from public or private debt or equity financing in order for the Company
          to
          continue to operate based on current expense projections.
  Impaired
          Asset Policy
  The
          Company adopted Financial Accounting Standards Board Statement No. 144,
          “Accounting for Impairment or Disposal of Long-Lived Assets.” In complying with
          these standards, the Company reviews its long-lived assets quarterly to
          determine if any events or changes in circumstances have transpired which
          indicate that the carrying value of its assets may not be recoverable.
          The
          Company determines impairment by comparing the undiscounted future cash
          flows
          estimated to be generated by its assets to their respective carrying amounts
          whenever events or changes in circumstances indicate that an asset may
          not be
          recoverable.
 
 44
 **TREND
            MINING COMPANY**
 **(AN
            EXPLORATION STAGE COMPANY)**
 **NOTES
            TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
            30, 2005**
  The
          amount of loss, if any, is measured by the amount that the carrying value
          of the
          long-lived asset exceeds its fair value in accordance with SFAS No. 144.
          Properties are acquired and recorded at fair values negotiated in arm’s length
          transactions. The Company expenses the exploration and maintenance of its
          properties and claims. If results of exploration warrant an assessment
          of the
          carrying value of a mineral property’s acquisition cost, or if the Company has
          an indication that a property’s recorded fair value has declined, such costs
          will be reviewed and the related impairment, if any, will be recognized
          at that
          time.
  Investment
          Policies
  The
          Company uses the average cost method to determine the gain or loss on investment
          securities held as available-for-sale based upon the accumulated cost basis
          of
          specific investment accounts.
  Mineral
          Properties
  The
          Company capitalizes only amounts paid in cash or stock as consideration
          for the
          acquisition of real property. See Note 3. Properties are acquired and recorded
          at fair values negotiated in arm’s length transactions. Costs and fees paid to
          locate and maintain mining claims, to acquire options to purchase claims
          or
          properties, and to maintain the mineral rights and leases, are expensed
          as
          incurred.
  Mineral
          properties are periodically assessed for impairment of value and any diminution
          in value is charged to operations at the time of impairment. Should a property
          be abandoned, its unamortized capitalized costs are charged to operations.
          The
          Company charges to operations the allocable portion of capitalized costs
          attributable to properties sold. Capitalized costs are allocated to properties
          abandoned or sold based on the proportion of claims abandoned or sold to
          the
          claims remaining within the project area.
  Option
          and Warrant Fair Value Calculations
  The
          Company utilizes the Black-Scholes valuation model to calculate the fair
          value
          of options and warrants issued for financing, acquisition, compensation
          and
          payment for services. The parameters used in such valuations include a
          risk free
          rate of 5%, the assumption that no dividends are paid, exercise periods
          ranging
          from 1 week to 3 years, depending upon the terms of the instrument issued,
          and a
          volatility ranging from 78%-91% which is calculated annually based on estimates
          of expected volatility, in accordance with Statement of Financial Accounting
          Standards No. 123. See Note 5.
 
 45
 **TREND
            MINING COMPANY**
 **(AN
            EXPLORATION STAGE COMPANY)**
 **NOTES
            TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
            30, 2005**
 Recent
          Accounting Pronouncements
 
 In
          May
          2005, the Financial Accounting Standards Board issued Statement of Financial
          Accounting Standards No. 154, “Accounting Changes and Error Corrections,”
(hereinafter “SFAS No. 154”) which replaces Accounting Principles Board Opinion
          No. 20, “Accounting Changes”, and SFAS No. 3, “Reporting Accounting Changes in
          Interim Financial Statements - An Amendment of APB Opinion No. 28”. SFAS No. 154
          provides guidance on accounting for and reporting changes in accounting
          principle and error corrections. SFAS No. 154 requires that changes in
          accounting principle be applied retrospectively to prior period financial
          statements and is effective for fiscal years beginning after December 15,
          2005.
          Management does not expect SFAS No. 154 to have a material impact on the
          Company’s financial position, results of operations, or cash flows.
 
 In
          December 2004, the Financial Accounting Standards Board issued Statement
          of
          Financial Accounting Standards No.153, “Exchanges of Nonmonetary Assets - an
          Amendment of APB Opinion No. 29”, (hereinafter “SFAS No. 153”). This statement
          eliminates the exception to fair value for exchanges of similar productive
          assets and replaces it with a general exception for exchange transactions
          that
          do not have commercial substance, defined as transactions that are not
          expected
          to result in significant changes in the cash flows of the reporting entity.
          This
          statement is effective for financial statements for fiscal years beginning
          after
          June 15, 2005. Management believes the adoption of this statement will
          have no
          impact on the Company’s financial condition or results of
          operations.
 
 In
          December 2004, the Financial Accounting Standards Board issued Statement
          of
          Financial Accounting Standards No. 152, “Accounting for Real Estate Time-Sharing
          Transactions - an amendment of FASB Statements No. 66 and 67” (hereinafter “SFAS
          No. 152”), which amends FASB Statement No. 66, “Accounting for Sales of Real
          Estate”, to reference the financial accounting and reporting guidance for real
          estate time-sharing transactions that is provided in AICPA Statement of
          Position
          04-2, “Accounting for Real Estate Time-Sharing Transactions”(hereinafter “SOP
          04-2”). This statement also amends FASB Statement No. 67, “Accounting for Costs
          and Initial Rental Operations of Real Estate Projects”, to state that the
          guidance for (a) incidental operations and (b) costs incurred to sell real
          estate projects does not apply to real estate time-sharing transactions.
          The
          accounting for those operations and costs is subject to the guidance in
          SOP
          04-2. This statement is effective for financial statements for fiscal years
          beginning after June 15, 2005. Management believes the adoption of this
          statement will have no impact on the Company’s financial condition or results of
          operations.
 
 In
          November 2004, the Financial Accounting Standards Board (FASB) issued
          SFAS No. 151, “ Inventory
          Costs— an amendment of ARB No. 43, Chapter 4” .
          This
          Statement amends the guidance in ARB No. 43, Chapter 4, “Inventory
          Pricing,” to clarify the accounting for abnormal amounts of idle facility
          expense, freight, handling costs, and wasted material (spoilage).
          Paragraph 5 of ARB 43, Chapter 4, previously stated that “. . . under
          some circumstances, items such as idle facility expense, excessive spoilage,
          double freight, and rehandling costs may be so abnormal as to require treatment
          as current period charges. . . .” This statement requires that those items be
          recognized as current-period charges regardless of whether they meet the
          criterion of “so abnormal.” In addition, this statement requires that allocation
          of fixed production overheads to the costs of conversion be based on the
          normal
          capacity of the production facilities. This statement is effective for
          inventory
          costs incurred during fiscal years beginning after June 15, 2005.
          Management does not believe the adoption of this statement will have a
          material
          impact on the Company as the Company does not anticipate maintaining
          inventory.
  46
 **TREND
            MINING COMPANY**
 **(AN
            EXPLORATION STAGE COMPANY)**
 **NOTES
            TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
            30, 2005**
  Provision
          for Taxes
  In
          December 2004, the Financial Accounting Standards Board issued a revision
          to
          Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based
          Payments” (hereinafter “SFAS No. 123 (R)”). This statement replaces FASB
          Statement No. 123, “Accounting for Stock-Based Compensation”, and supersedes APB
          Opinion No. 25, “Accounting for Stock Issued to Employees”. SFAS No. 123 (R)
          establishes standards for the accounting for share-based payment transactions
          in
          which an entity exchanges its equity instruments for goods or services.
          It also
          addresses transactions in which an entity incurs liabilities in exchange
          for
          goods or services that are based on the fair value of the entity’s equity
          instruments or that may be settled by the issuance of those equity instruments.
          This statement covers a wide range of share-based compensation arrangements
          including share options, restricted share plans, performance-based award,
          share
          appreciation rights and employee share purchase plans. SFAS No. 123 (R)
          requires
          a public entity to measure the cost of employee services received in exchange
          for an award of equity instruments based on the fair value of the award
          on the
          grant date ( with limited exceptions). That cost will be recognized in
          the
          entity’s financial statements over the period during which the employee is
          required to provide services in exchange for the award. The Company currently
          reports stock issued to employees under the rules of SFAS No. 123. therefore
          management expects no material impact to its financial statements from
          the
          adoption of this statement.
  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
          arise from temporary differences between the tax bases of assets and liabilities
          and their financial reporting amounts at each year-end, and the expected
          future
          benefits of net operating loss carryforwards, tax credit and other
          carryforwards. A valuation allowance is recorded against deferred tax assets
          if
          management does not believe the Company has met the “more likely than not”
standard imposed by SFAS No. 109 to allow recognition of such an
          asset.
 At
              September 30, 2005, the Company had net deferred tax assets, calculated
              at an
              expected rate of 34% of approximately $2,347,000 (net of a deferred
              tax
              liability of approximately $24,000) 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,
              2005.
  47
 **TREND
            MINING COMPANY**
 **(AN
            EXPLORATION STAGE COMPANY)**
 **NOTES
            TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
            30, 2005**
  The
            tax
            effects of significant temporary differences and carryforwards which
            give rise
            to the Company's deferred tax assets and liabilities at September 30,
            2005 and
            2005, are as follows:
 
 2005
                  
                  2004Deferred
                      Tax Assets:Net
                      operating loss carryforward
                  
                  $
                  2,304,000
                  
                  $
                  1,681,000Other
                  
                  
                  67,000
                  
                  
                  --2,371,000
                  
                  
                  1,681,000Deferred
                      Tax Liabilities
                  
                  
                  (24,000
                  )
                  
                  --Valuation
                      Allowance:Beginning
                      of year
                  
                  
                  (1,681,000
                  )
                  
                  (1,450,000
                  )(Increase)
                      decrease
                  
                  
                  (666,000
                  )
                  
                  (231,000
                  )End
                      of year
                  
                  
                  (2,347,000
                  )
                  
                  (1,681,000
                  )Net
                      Deferred Tax Assets
                  
                  $
                  --
                  
                  $
                  --
 
 The
            components of income tax expense for the years ended September 30, 2005
            and
            2004, are as follows:
 
 2005
                  
                  2004Current
                      tax benefit (expense)
                  
                  $
                  --
                  
                  $
                  --Deferred
                      tax benefit (expense)
                  
                  
                  666,000
                  
                  
                  231,000Increase
                      in deferred taxassets
                      valuation allowance
                  
                  
                  (666,000
                  )
                  
                  (231,000
                  )Income
                      tax (expense)
                  
                  $
                  --
                  
                  $
                  --
 
 During
            2005 and 2004, the Company had deferred tax benefits that resulted primarily
            from net operating losses for which there were no currently refundable
            federal
            taxes. The calculation for deferred tax assets does not include approximately
            $780,000 of expenses for non-deductible options, warrants and beneficial
            conversion rights and approximately $70,000 on the gain on the sale of
            the
            mining interest (see Note 3). At September 30, 2005, the Company has
            federal net
            operating loss carryforwards of approximately $6,775,000 which, if not
            utilized,
            will expire in the years 2009 through 2025.
 
 The
            provision for income taxes does not bear a normal relationship to pre-tax
            earnings. A reconciliation of the U.S. federal income tax rate with the
            actual
            effective rate for the years ended September 30, 2005 and 2004, is as
            follows:
 
 2005
                  
                  2004Income
                      tax expense at statutory rate
                  
                  
                  34
                  %
                  
                  34
                  %Stock
                      options and warrants
                  
                  
                  (10
                  )
                  
                  --Change
                      in valuation allowance
                  
                  
                  (31
                  )
                  
                  (23
                  )Other
                  
                  
                  7
                  
                  
                  (11
                  )0
                  %
                  
                  0
                  %
 Reclassification
  Certain
          amounts from prior periods have been reclassified to conform to the current
          period presentation. This reclassification has resulted in no changes to
          the
          Company’s accumulated deficit or net losses presented.
 
 **NOTE
          3 -  MINERAL PROPERTIES**
  The
          following describes the Company’s significant mineral properties at September
          30, 2005:
 
 Andacollo
          Mine, Chile
 
 During
          the fourth quarter of 2005, Trend entered into negotiations to purchase
          100% of
          Compania Minera Dayton (“CMD”), a Chilean corporation that owns and operated the
          Andacollo Mine in Chile. On September 20, 2005, Trend bought 30% of
          the corporation's shares (and effectively 30% of the aforementioned mine),
          while a separate group of investors purchased the remaining
          70%.
  The
          Company paid an initial $900,000 in cash for the acquisition. The Company
          also
          paid out additional related expenses for which it was to be repaid 70%
          by the
          other investors. Before the end of the year, the investor group
          then initiated an offer to buy Trend’s 30% stake in exchange for cash
          of $1,122,975, a one percent net smelter returns royalty, and a 30% back-in
          right excercisable through April 1, 2006. At September 30, 2005 the cash
          portion
          of the purchase price had not been received by the Company. As a result
          of this
          transaction, the Company recognized a gain of $69,804.
 48
 **TREND
            MINING COMPANY**
 **(AN
            EXPLORATION STAGE COMPANY)**
 **NOTES
            TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
            30, 2005**
  The
          final
          operating permits were obtained on December 27, 2005 for the mine, which
          is
          expected to be fully operational by the second quarter of 2006, after which
          time
          Trend is contractually entitled to receive 1% of gold revenues from the
          mine in
          monthly installments.
  
 Diabase
          Peninsula, Cree Lake Area, Saskatchewan, Canada
 
 On
          September 15, 2004, the Company announced that it had diversified into
          uranium
          exploration with the staking of a mining claim comprising approximately
          940
          hectares (approximately 4 square miles) in the Athabasca Basin of Saskatchewan.
 
 The
          Company announced in October 2004 that it had signed an option to purchase
          an
          additional mining claim at Cree Lake which covers approximately 6.5 square
          miles. The new land position is located immediately adjacent to, and southwest
          of, Trend’s existing Cree Lake project at Diabase Peninsula and is referred to
          herein as the Diabase Peninsula Lease.
 
 Terms
          of
          the option require Trend to maintain the claim group in good standing by
          performing a minimum of approximately CDN $20,172 worth of field work per
          year.
          In addition, there are property payments totaling CDN 15,000, $20,000,
          and
          $30,000, respectively, in each of the first three years. Trend may exercise
          its
          right to purchase the claims for CDN $1 million any time during the first
          eight
          years of the option, at which time the property remains subject to a 3%
          gross
          royalty on any and all minerals produced.
 
 Subsequent
          to the acquisition of the Diabase Peninsula Lease, Trend staked one more
          claim
          on the southwestern edge of the lease for an additional 1603 hectares (6.2
          square miles), such that the aggregate area of uranium claims in the Athabasca
          Basin totals 4224 hectares (16.2 square miles).
  In
          December 2004, Trend announced that it and Nuinsco Resources Limited (“Nuinsco”)
          signed a Letter of Intent to form a 50-50 joint venture to own, operate
          and
          explore the three Cree Lake/Diabase Peninsula claims. The agreement provides
          that Nuinsco, at its expense, will immediately undertake an exploration
          program
          consisting of geophysical surveys and geochemical sampling to be followed
          by
          drilling. A definitive joint venture agreement was executed on September
          29,
          2005, under terms of which Nuinsco must maintain all three claims in good
          standing and must spend CDN $2 million by December of 2007 in order to
          earn its
          50% share of the joint venture. Additionally, Nuinsco will grant to the
          Company
          250,000 freely trading shares of Nuinsco common stock. At September 30,
          2005 the
          value of the Nuinsco shares was $42,500 and is included in accounts receivable
          n
          the financial statements.
 
 49
 **TREND
            MINING COMPANY**
 **(AN
            EXPLORATION STAGE COMPANY)**
 **NOTES
            TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
            30, 2005**
 Montana
          Properties
 
 In
          January 2005, Trend announced that it signed a letter of intent to form
          a 50-50
          joint venture with Aurora Metals Limited (“Aurora”). The agreement provides,
          that Trend will explore for platinum group metals on portions of an Aurora
          claim
          known as the “Stillwater Intrusive Complex” in Montana. Trend will be the
          operator during the exploration stage and will earn 50% in the project
          by
          spending $2 million over next 5 years. Additionally, Trend issued 50,000
          shares
          of its common stock on commencement of the agreement. Also, Trend must
          issue
          20,000 shares and fund $20,000 in the first year, and $20,000 in cash or
          stock
          each year thereafter until it has spent the agreed upon sum of $2 million,
          at
          which time the 50-50 joint venture will be formed. At September 30, 2005,
          the
          Company has spent approximately $100,000 on the project.
 
 Wyoming
          Properties
 
 In
          September 1999, the Company entered into an option agreement with General
          Minerals Corporation (“GMC”) to acquire the Lake Owen Project located in Albany
          County, Wyoming. The agreement with GMC entitled the Company to receive
          104
          unpatented mining claims in exchange for 715,996 shares of common stock,
          $40,000
          in cash to be paid in four quarterly payments of $10,000 and $750,000 in
          exploration expenditure commitments to be incurred over a three-year option
          period. In May 2000, the Company issued an additional 129,938 shares of
          common
          stock under this agreement for the acquisition of the Lake Owen
          Project.
  The
          Company and GMC subsequently entered into an amendment to the agreement
          under
          which (i) the Company issued 416,961 shares of common stock to GMC upon
          GMC’s exercise of preemptive rights, (ii) the Company agreed to perform an
          additional $15,000 of geophysical work on the Lake Owen Project prior to
          December 31, 2000 (subsequently modified), (iii) the Company issued 200,000
          additional shares and warrants exercisable until June 2002 to purchase
          200,000
          shares at $0.70 per share, and (iv) GMC agreed to terminate its
          antidilution and preemptive rights as provided in the original agreement.
          The
          Company has expensed $295,873 for cash paid and common stock issued to
          acquire
          this project. The 200,000 warrants have expired. See Note 5.
 
 In
          1999-2000, the Company staked additional claims at Lake Owen and an adjoining
          area, Albany West, and now holds 601 unpatented mining claims at the Lake
          Owen
          Project.
  In
          March
          2002, the Company issued 1,100,000 shares, valued at $770,000 in full
          satisfaction of cash commitments relating to exploration activities. The
          issuance of these shares resulted in the full ownership of the Lake Owen
          Project
          property by Trend Mining Company.
  50
 **TREND
            MINING COMPANY**
 **(AN
            EXPLORATION STAGE COMPANY)**
 **NOTES
            TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
            30, 2005**
 At
          September 30, 2005, the Company has begun exploration of this
          property.
 
 
 Peter
          Lake, Saskatchewan, Canada
 
 As
          of
          September 30, 2005, the Company holds 8 mining claims covering 36,648 hectares
          (141 square miles) in the Peter Lake Domain of Saskatchewan. The Peter
          Lake
          Domain is recognized to host known occurrences of copper-nickel and
          platinum-palladium mineralization. During the summer of 2005, the Company
          executed a broad reconnaissance program to search for extractable concentrations
          of such mineralization. The Company’s position at Peter Lake evolved as
          follows:
  In
          August
          2000, the Company staked five claims comprising about 26,253 hectares (101
          square miles) in northern Saskatchewan. In 2002, the Company allowed these
          claims to lapse and subsequently restaked them plus one additional claim
          comprising 5,543 hectares (21 square miles).
 
 In
          October of 2004 the Company expanded its Peter Lake Project by acquiring
          3
          claims: An approximate two square miles near Ant Lake, 3.5 square miles
          at Swan
          Lake, and 13 square miles at Seahorse Lake. The Company will be required
          to
          spend approximately CDN$ 58,224 in 2006 to retain these claims.
 
 At
          September 30, 2005, the Company has begun exploration of this
          property.
 
 Nevada
          Properties
 
 At
          September 30, 2005, the Company retains a 1.5% net smelter returns royalty
          interest in the Pyramid Mine, which consists of five unpatented lode mining
          claims within the Walker Indian Reservation near Fallon, Nevada, but has
          abandoned all other projects in the state of Nevada.
 
 
 **NOTE
          4 -  CAPITAL STOCK**
  Preferred
          Stock
  Under
          its
          amended Delaware certificate of incorporation, Trend authorized the issuance
          of
          20,000,000 shares of preferred stock with a par value of $0.01 per share,
          with
          rights and preferences to be determined by the Company’s board of
          directors.
  In
          2001,
          one share of Series A preferred stock was created and issued to Mr.
          Thomas S. Kaplan under an agreement which required the holder’s approval of
          all common and preferred stock and equity issuances until such time as
          Mr. Kaplan, Electrum LLC or Mr. Asher B. Edelman no longer
          beneficially owned more than twenty percent of the Company’s outstanding stock.
          Holders of the Company’s common stock were to vote on the continued existence of
          the Series A preferred stock at each annual meeting subsequent to this
          share’s issuance. In the event that the Company’s preferred stock is not
          continued, the outstanding share of Series A preferred stock could be
          tendered for one share of the Company’s common stock.
  51
 **TREND
            MINING COMPANY**
 **(AN
            EXPLORATION STAGE COMPANY)**
 **NOTES
            TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
            30, 2005**
  In
          October 2002, the Company and Mr. Kaplan reached an agreement canceling
          this one
          share.
 
 Common
          Stock
  On
          March
          28, 2001, the Company completed its reincorporation in Delaware. Under
          its
          amended certificate of incorporation, Trend authorized the issuance of
          100,000,000 shares of common stock with a par value of $0.01 per share.
          Each
          holder of common stock shall be entitled to one vote for each share of
          common
          stock held on all matters as to which holders of common stock shall be
          entitled
          to vote. Except for and subject to those preferences, rights, and privileges
          expressly granted to the holders of classes of stock at the time outstanding
          having prior rights, and series of preferred stock, the holders of common
          stock
          shall have exclusively all other rights of stockholders of the Company,
          including, but not limited to, the right to receive dividends, and in the
          event
          of any distribution of assets upon the dissolution and liquidation of the
          Company, the right to receive ratably and equally al of the assets of the
          Company remaining after the payment to the holders of preferred stock of
          the
          specific amounts, if any, which they are entitled to receive.
 
 During
          the year ended September 30, 2005, the Company issued 199,585 shares of
          common
          stock valued at $46,587 for accounts payable and services, 634,518 shares
          of
          common stock valued at $146,000 for director, officer and employee compensation,
          276,000 shares of common stock valued at $88,610 for financing expenses
          and
          295,482 shares of common stock valued at $55,669 for convertible debt.
          Of these
          shares, 600,000 were issued under the 2000 Equity Incentive Plan (see Note
          5).
 
 During
          the year ended September 30, 2004, the Company issued 626,130 shares of
          common
          stock valued at $150,845 for accounts payable, 125,000 shares of common
          stock
          valued at $25,000 for investments, 312,500 shares of common stock valued
          at
          $74,425 for services, 180,000 shares of common stock valued at $36,000
          for
          director, officer and employee compensation, and 1,675,000 shares of common
          stock for $335,000 cash. In addition, the Company received the proceeds
          from a
          gain on the sale of internal securities in the amount of $210,914. This
          gain was
          recorded as additional paid-in capital.
  See
          Note 5 regarding future loan repayments in units of Trend
          securities.
 
 The
          following table discloses the Company’s stock and equity transactions during its
          exploration stage. This information meets the disclosure requirements of
          Statement of Financial Accounting Standards No. 7 for development and
          exploration stage disclosures. The following abbreviations are used in
          the
          table: CS for common stock; OPT for options; and WAR for warrants.
 
 52
  **TREND
            MINING COMPANY**
 **(AN
            EXPLORATION STAGE COMPANY)**
 **NOTES
            TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
            30, 2005**
 **Issue
                    Date**
                **Number
                    of**
                  **Shares**
                **Price
                    per**
                  **Share**
                **Common**
                  **Stock**
                  **Amount**
                **Additional**
                  **Paid-in**
                  **Capital**
                **Total**
                  **Amount**
                **Number
                    of**
                  **Options**
                **Number
                    of**
                  **Warrants**
                **Value
                    of**
                  **Options/**
                  **Warrants****Balance,
                    October 1, 1996**
                
                **1,754,242**
                **$ 
                    -**
                **$17,542**
                **$663,218**
                **$680,760**
                
                
                **$  -**CS
                    for Cash
                3/25/1997
                200,000
                0.50
                2,000
                98,000
                100,000CS
                    for Payment of liabilities and expenses
                9/30/1997
                45,511
                0.5
                455
                22,301
                22,756**Balance
                    September 30, 1997**
                
                **1,999,753**
                
                **19,998**
                **783,518**
                **803,516**CS
                    for Mineral property
                7/23/1998
                150,000
                0.50
                1,500
                73,500
                75,000CS
                    for Cash
                7/23/1998
                7,500
                0.2
                75
                1,425
                1,500CS
                    for Lease termination
                7/23/1998
                12,000
                0.5
                120
                5,880
                6,000CS
                    for Debt
                7/23/1998
                80,000
                0.5
                800
                39,200
                40,000OPT
                    for Financing
                9/24/1998
                
                
                
                
                
                180,000
                
                2,659CS
                    for Compensation
                9/30/1998
                9,000
                0.5
                90
                4,410
                4,500**BalanceSeptember30, 1998**
                
                **2,258,253**
                
                **22,583**
                **907,933**
                **930,516**
                **180,000**
                
                **2,659**CS
                    for Debt, investment and expenses
                10/12/1998
                9,210
                0.30
                92
                2,671
                2,763CS
                    for Equipment
                10/30/1998
                600,000
                0.3
                6,000
                174,000
                180,000CS
                    for Cash
                11/28/1998
                5,000
                0.2
                50
                950
                1,000CS
                    for Officers' compensation
                12/31/1998
                30,858
                0.44
                309
                13,191
                13,500CS
                    for Directors' compensation
                1/25/1999
                16,500
                0.25
                165
                3,960
                4,125CS
                    for Officers' compensation
                1/31/1999
                8,572
                0.35
                86
                2,914
                3,000CS
                    for Officers' compensation
                3/31/1999
                24,000
                0.25
                240
                5,760
                6,000CS
                    for Consulting services
                3/31/1999
                6,000
                0.25
                60
                1,440
                1,500CS
                    for Consulting services
                4/30/1999
                32,000
                0.28
                320
                8,640
                8,960CS
                    for Officers' compensation
                4/30/1999
                12,000
                0.28
                120
                3,240
                3,360CS
                    for Consulting services
                5/31/1999
                73,333
                0.25
                733
                17,600
                18,333CS
                    for Consulting services
                6/30/1999
                34,353
                0.25
                344
                8,244
                8,588CS
                    for Officers' compensation
                6/30/1999
                50,000
                0.16
                500
                7,500
                8,000CS
                    for Consulting services
                6/30/1999
                95,833
                0.16
                958
                14,375
                15,333
 
 53
  **TREND
            MINING COMPANY**
 **(AN
            EXPLORATION STAGE COMPANY)**
 **NOTES
            TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
            30, 2005**
 **Issue
                    Date**
                **Number
                    of**
                  **Shares**
                **Price
                    per**
                  **Share**
                **Common**
                  **Stock**
                  **Amount**
                **Additional**
                  **Paid-in**
                  **Capital**
                **Total**
                  **Amount**
                **Number****of**
                  **Options**
                **Number****of**
                  **Warrants**
                **Value
                    of**
                  **Options/**
                  **Warrants**CS
                    for Consulting services
                7/6/1999
                5,000
                0.25
                50
                1,200
                1,250OPT
                    for Financing activities
                7/22/1999
                
                
                
                
                
                50,000CS
                    for Mineral property option
                7/27/1999
                715,996
                0.13
                7,160
                82,471
                89,631CS
                    for Cash
                7/29/1999
                33,333
                0.15
                333
                4,667
                5,000CS
                    for Consulting services
                7/30/1999
                146,603
                0.12
                1,466
                16,126
                17,592CS
                    for Consulting services
                7/31/1999
                133,697
                0.12
                1,337
                14,707
                16,044CS
                    for Officers' compensation
                7/31/1999
                41,667
                0.12
                417
                4,583
                5,000CS
                    for Cash
                8/4/1999
                16,667
                0.15
                167
                2,333
                2,500CS
                    for Rent
                8/9/1999
                1,000
                0.25
                10
                240
                250OPT
                    for Financing activities
                8/13/1999
                
                
                
                
                
                100,000CS
                    for Cash
                8/15/1999
                50,000
                0.05
                500
                2,000
                2,500CS
                    for Consulting services
                8/17/1999
                5,000
                0.25
                50
                1,200
                1,250CS
                    for Cash
                8/17/1999
                100,000
                0.05
                1,000
                4,000
                5,000CS
                    for Cash
                8/26/1999
                100,000
                0.1
                1,000
                9,000
                10,000CS
                    for Consulting services
                8/31/1999
                159,750
                0.25
                1,598
                38,341
                39,938CS
                    for Prepaid expenses
                9/10/1999
                50,000
                0.33
                500
                16,000
                16,500CS
                    for Cash
                9/10/1999
                50,000
                0.1
                500
                4,500
                5,000CS
                    for Cash
                9/13/1999
                200,000
                0.05
                2,000
                8,000
                10,000CS
                    for Consulting services
                9/30/1999
                80,053
                0.26
                801
                20,013
                20,814CS
                    for Officers' compensation
                9/30/1999
                133,333
                0.26
                1,333
                33,334
                34,667CS
                    for Consulting services
                9/30/1999
                67,500
                0.26
                675
                16,875
                17,550**Balance
                    September 30, 1999**
                
                **5,345,511**
                
                **53,455**
                **1,452,009**
                **1,505,464**
                **330,000**
                
                **2,659**CS
                    for Consulting services
                10/4/1999
                50,000
                0.26
                500
                12,500
                13,000CS
                    for Cash
                10/22/1999
                25,000
                0.2
                250
                4,750
                5,000CS
                    for Consulting services
                10/31/1999
                273,675
                0.31
                2,737
                82,103
                84,840CS
                    for Officers' compensation
                11/30/1999
                52,694
                0.31
                527
                15,807
                16,334CS
                    for Consulting services
                11/30/1999
                4,327
                0.31
                43
                1,298
                1,341CS,
                    OPT & WAR for Cash
                12/31/1999
                1,000,000
                0.012
                10,000
                2,414
                12,414
                8,108,000
                6,250,000
                87,586CS
                    for Consulting services
                12/31/1999
                1,200
                0.35
                12
                408
                420CS
                    for Consulting services
                1/4/2000
                15,000
                0.28
                150
                4,050
                4,200CS
                    for Investments
                1/15/2000
                200,000
                0.33
                2,000
                64,000
                66,000CS
                    for Incentive fees
                1/17/2000
                65,285
                0.33
                653
                20,891
                21,544OPT
                    Expiration
                1/22/2000
                
                
                
                
                
                -50,000
 
 54
 **TREND
            MINING COMPANY**
 **(AN
            EXPLORATION STAGE COMPANY)**
 **NOTES
            TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
            30, 2005**
  **Issue
                    Date**
                **Number
                    of Shares**
                **Price****per**
                  **Share**
                **Common**
                  **Stock**
                  **Amount**
                **Additional**
                  **Paid-in**
                  **Capital**
                **Total**
                  **Amount**
                **Number
                    of Options**
                **Number
                    of Warrants**
                **Value
                    of Options/ Warrants**CS
                    for Cash
                1/25/2000
                14,286
                0.35
                143
                4,857
                5,000CS
                    for Cash from options
                2/22/2000
                1,000,000
                0.142
                10,000
                131,900
                141,900
                -1,000,000
                
                -1,900CS
                    & OPT for Employees' compensation
                2/25/2000
                16,667
                0.66
                167
                10,833
                11,000
                33,333
                
                3,070CS
                    for Consulting services
                2/29/2000
                10,000
                0.72
                100
                7,100
                7,200CS
                    for Mineral property
                3/24/2000
                50,000
                1.03
                500
                51,000
                51,500CS
                    for Cash from options
                3/27/2000
                2,500,000
                0.142
                25,000
                329,750
                354,750
                -2,500,000
                
                -4,750CS
                    for Consulting services
                3/31/2000
                75,000
                0.81
                750
                60,000
                60,750CS
                    for Officers' compensation
                3/31/2000
                3,000
                0.81
                30
                2,400
                2,430CS
                    for Mineral property
                4/4/2000
                50,000
                0.75
                500
                37,000
                37,500CS
                    & OPT for Directors' compensation
                4/11/2000
                150,000
                0.7
                1,500
                103,500
                105,000
                67,000
                
                12,750CS
                    for Deferred mineral property acquisition costs
                5/8/2000
                129,938
                0.125
                1,299
                14,943
                16,242CS
                    for Consulting services
                5/15/2000
                9,975
                0.63
                100
                6,184
                6,284CS
                    for Cash
                6/26/2000
                416,961
                0.056
                4,170
                19,361
                23,531CS
                    & WAR for Modification of stockholder agreement
                6/26/2000
                200,000
                0.6
                2,000
                118,000
                120,000
                
                200,000
                30,000OPT
                    & WAR for Modification of stockholder agreement
                6/27/2000
                
                
                
                
                
                1,729,762
                1,729,761
                14,641CS
                    for Cash from options
                6/29/2000
                1,597,588
                0.064
                15,976
                86,740
                102,716
                -1,597,588
                
                -2,716CS
                    for Officers' compensation
                6/30/2000
                9,000
                0.81
                90
                7,185
                7,275CS
                    for Consulting services
                6/30/2000
                1,000
                0.7
                10
                690
                700OPT
                    Agreement Modification
                7/7/2000
                
                
                
                
                
                -127,500CS
                    for Cash from options
                7/14/2000
                10,000
                0.3
                100
                2,900
                3,000
                -10,000CS
                    for Cash from options
                7/21/2000
                1,800,000
                0.122
                18,000
                201,060
                219,060
                -1,800,000
                
                -12,060CS
                    for Cash from options
                7/26/2000
                650,000
                0.122
                6,500
                72,605
                79,105
                -650,000
                
                -4,355CS
                    for Officers' compensation
                7/31/2000
                3,000
                1.24
                30
                3,690
                3,720CS
                    for Cash from options
                8/1/2000
                50,000
                0.15
                500
                7,000
                7,500
                -50,000CS
                    for Cash from options
                8/1/2000
                50,000
                0.3
                500
                14,500
                15,000
                -50,000CS
                    for Cash from options
                8/14/2000
                90,000
                0.122
                900
                10,053
                10,953
                -90,000
                
                -603CS
                    for Cash from options
                8/24/2000
                1,000,000
                0.122
                10,000
                111,700
                121,700
                -1,000,000
                
                -6,700
  55
 **TREND
            MINING COMPANY**
 **(AN
            EXPLORATION STAGE COMPANY)**
 **NOTES
            TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
            30, 2005**
  **Issue
                    Date**
                **Number
                    of Shares**
                **Price
                    per**
                  **Share**
                **Common**
                  **Stock**
                  **Amount**
                **Additional**
                  **Paid-in**
                  **Capital**
                **Total**
                  **Amount**
                **Number
                    of Options**
                **Number
                    of Warrants**
                **Value
                    of Options/ Warrants**CS
                    for Directors' compensation
                8/25/2000
                1,500
                1
                15
                1,485
                1,500CS
                    for Cash from options
                8/31/2000
                15,000
                0.3
                150
                4,350
                4,500
                -15,000CS
                    for Officers' compensation
                8/31/2000
                1,000
                1.13
                10
                1,120
                1,130CS
                    for Cash from options
                9/22/2000
                1,200,174
                0.122
                12,002
                134,720
                146,722
                -1,200,174
                
                -8,702CS
                    for Consulting services
                9/22/2000
                90,000
                1.45
                900
                72,000
                72,900CS
                    for Officers' compensation
                9/30/2000
                6,000
                1.35
                60
                8,040
                8,100Cash
                    for Warrants
                9/30/2000
                
                
                
                
                
                
                
                10,000CS/
                    WAR Adjustment
                9/30/2000
                -5**Balance
                    September 30, 2000**
                
                **18,232,776**
                
                **182,328**
                **3,296,897**
                **3,479,225**
                **127,833**
                **8,179,761**
                **118,920**CS
                    for Cash from options
                10/10/2000
                33,333
                0.39
                333
                12,737
                13,070
                -33,333
                
                -3,070CS
                    for Consulting services
                10/15/2000
                10,000
                1.15
                100
                11,400
                11,500CS
                    for Officers' compensation
                10/31/2000
                3,000
                1.3
                30
                3,870
                3,900WAR
                    for Consulting services
                11/1/2000
                
                
                
                
                
                
                250,000
                123,775CS
                    for Employees' compensation
                12/6/2000
                2,200
                0.9
                22
                1,958
                1,980CS
                    for Cash
                12/20/2000
                100,000
                1
                1,000
                99,000
                100,000WAR
                    for Consulting services
                12/31/2000
                
                
                
                
                
                
                180,000
                46,746CS
                    for Consulting services
                1/2/2001
                10,000
                1.35
                100
                13,400
                13,500CS
                    for Cash
                1/11/2001
                47,000
                1
                470
                46,530
                47,000CS
                    for Consulting services
                1/11/2001
                3,407
                1
                34
                3,373
                3,407CS
                    for Consulting services
                1/23/2001
                604
                1.1
                6
                658
                664CS
                    for Cash
                1/24/2001
                25,000
                1
                250
                24,750
                25,000WAR
                    for Loan agreements
                2/1/2001
                
                
                
                
                
                
                285,000
                76,551CS
                    for Cash
                2/6/2001
                20,000
                1
                200
                19,800
                20,000CS
                    for Consulting services
                2/6/2001
                483
                1
                5
                478
                483CS
                    for Directors' compensation
                2/23/2001
                75,000
                0.85
                750
                63,000
                63,750OPT
                    for Director, officer and employee compensation
                2/23/2001
                
                
                
                
                
                1,200,000
                
                354,000WAR
                    for Loan agreements
                3/12/2001
                
                
                
                
                
                
                50,000
                13,430WAR
                    Extension of exercise period
                3/12/2001
                
                
                
                
                
                
                
                608,058CS
                    for Modification of contract
                3/22/2001
                3,000
                0.78
                30
                2,310
                2,340
  56
 **TREND
            MINING COMPANY**
 **(AN
            EXPLORATION STAGE COMPANY)**
 **NOTES
            TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
            30, 2005**
  **Issue
                    Date**
                **Number
                    of Shares**
                **Price
                    per**
                  **Share**
                **Common**
                  **Stock**
                  **Amount**
                **Additional**
                  **P****aid-in**
                  **Capital**
                **Total**
                  **Amount**
                **Number
                    of Options**
                **Number
                    of Warrants**
                **Value
                    of Options/ Warrants**CS
                    for Interest payments
                4/3/2001
                5,000
                0.83
                50
                4,100
                4,150CS
                    for Consulting Services
                4/13/2001
                967
                0.98
                10
                938
                948CS
                    for Mineral Property Expense
                5/11/2001
                1,000
                0.85
                10
                840
                850WAR
                    for Loan agreement
                7/1/2001
                
                
                
                
                
                
                185,000
                45,079CS
                    for Services
                7/31/2001
                40,000
                0.73
                400
                28,800
                29,200CS
                    for Interest payments
                8/8/2001
                5,000
                0.77
                50
                3,800
                3,850WAR
                    Attached to note
                8/16/2001
                
                
                
                
                
                
                90,000
                6,487CS
                    for Services
                8/28/2001
                3,700
                0.3
                37
                1,063
                1,100CS
                    for Loans Payable
                8/31/2001
                92,000
                1
                920
                91,080
                92,000CS
                    for Loans Payable
                9/28/2001
                42,500
                1
                425
                42,075
                42,500Options
                    Expired
                
                
                
                
                
                
                -319,700**Balance
                    September 30, 2001**
                
                **18,755,970**
                
                **187,559**
                **3,772,857**
                **3,960,416**
                **974,800**
                **9,219,761**
                **1,389,976**CS
                    for Note Payable
                10/8/2001
                25,000
                1
                250
                24,750
                25,000CS
                    for Payable
                10/24/2001
                12,536
                0.55
                126
                6,769
                6,895WAR
                    for Loan agreements
                11/1/2001
                
                
                
                
                
                
                129,445
                9,876WAR
                    Cancelled
                11/15/2001
                
                
                
                2,750
                2,750
                
                -275,000
                -2,750CS
                    for Financing expense
                1/25/2002
                64,429
                0.45
                644
                28,349
                28,993Interest
                    Expense forgiven by shareholders
                1/30/2002
                
                
                
                42,950
                42,950WAR
                    Issued
                1/30/2002
                
                
                
                
                
                
                180,000
                21,660CS
                    for Financing expense
                2/8/2002
                18,000
                0.4
                180
                7,020
                7,200CS
                    for Services
                2/8/2002
                60,000
                0.4
                600
                23,400
                24,000CS
                    for Services
                2/22/2002
                20,000
                0.4
                200
                7,800
                8,000OPT
                    for Director, officer and employee compensation
                3/12/2002
                
                
                
                
                
                307,800
                
                29,528Options
                    Expired
                3/12/2002
                
                
                
                59,063
                59,063
                -196,863
                
                -59,063CS
                    for Mineral properties
                3/20/2002
                1,100,000
                0.7
                11,000
                759,000
                770,000CS
                    for Services
                5/12/2002
                32,500
                0.7
                325
                22,425
                22,750WAR
                    for Loan agreements
                6/30/2002
                
                
                
                
                
                
                113,413
                23,816WAR
                    Expired
                6/30/2002
                
                
                
                30,001
                30,001
                
                -200,000
                -30,001Options
                    Expired
                7/19/2002
                
                
                
                
                
                -12,500CS
                    for Cash
                9/30/2002
                2,500,000
                0.1
                25,000
                225,000
                250,000**Balance
                    September 30, 2002**
                
                **22,588,435**
                
                **225,884**
                **5,012,134**
                **5,238,018**
                **1,073,237**
                **9,167,619**
                **1,383,042**
  57
 **TREND
            MINING COMPANY**
 **(AN
            EXPLORATION STAGE COMPANY)**
 **NOTES
            TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
            30, 2005**
  **Issue
                    Date**
                **Number
                    of Shares**
                **Price
                    per**
                  **Share**
                **Common**
                  **Stock**
                  **Amount**
                **Additional**
                  **Paid-in**
                  **Capital**
                **Total**
                  **Amount**
                **Number
                    of Options**
                **Number
                    of Warrants**
                **Value
                    of Options/ Warrants**Misc.
                    Common Stock Adjustment10/1/2002
                29,555
                0.01
                296
                296CS
                    for Cash
                10/31/2002
                4,550,000
                0.1
                45,500
                409,500
                455,000CS
                    for Services
                10/31/2002
                683,000
                0.12
                6,830
                78,490
                85,320CS
                    for Cash
                11/12/2002
                600,000
                0.1
                6,000
                54,000
                60,000CS
                    for Cash
                12/4/2002
                100,000
                0.1
                1,000
                9,000
                10,000CS
                    for Cash
                1/14/2003
                250,000
                0.1
                2,500
                22,500
                25,000CS
                    for Investments
                1/14/2003
                450,000
                0.21
                4,500
                88,668
                93,168CS
                    for Note payable
                1/14/2003
                369,160
                0.1
                3,692
                33,224
                36,916CS
                    for Services
                1/14/2003
                280,687
                0.14
                2,807
                35,792
                38,599CS
                    for Services
                4/1/2003
                142,592
                0.21
                1,426
                28,574
                30,000CS
                    for Services
                4/11/2003
                150,000
                0.17
                1,500
                24,000
                25,500CS
                    for Services
                9/15/2003
                400,000
                0.14
                4,000
                53,841
                57,841CS
                    for Director, officer and employee compensation
                9/15/2003
                1,350,656
                0.1
                13,507
                122,149
                135,656CS
                    for Services
                9/30/2003
                425,000
                0.15
                4,250
                60,091
                64,341CS
                    for Financing costs
                9/30/2003
                860,000
                0.26
                8,600
                215,000
                223,600**Balance
                    September 30, 2003**
                
                **33,229,085**
                
                **332,291**
                **6,246,963**
                **6,579,253**
                **1,073,237**
                **9,167,619**
                **1,383,042**5/6/2004
                250,000
                0.2
                2,500
                47,500
                50,000CS
                    for CashCS
                    for Cash
                5/6/2004
                250,000
                0.2
                2,500
                47,500
                50,000CS
                    for Cash
                5/7/2004
                550,000
                0.2
                5,500
                104,500
                110,000CS
                    for Cash
                5/7/2004
                250,000
                0.2
                2,500
                47,500
                50,000CS
                    for Cash
                5/10/2004
                50,000
                0.2
                500
                9,500
                10,000CS
                    for Cash
                5/11/2004
                157,500
                0.2
                1,575
                29,925
                31,500CS
                    for Cash
                5/11/2004
                17,500
                0.2
                175
                3,325
                3,500CS
                    for Investment
                5/13/2004
                125,000
                0.2
                1,250
                23,750
                25,000CS
                    for Cash
                5/18/2004
                50,000
                0.2
                500
                9,500
                10,000CS
                    for Cash
                5/18/2004
                45,000
                0.2
                450
                8,550
                9,000CS
                    for Cash
                5/18/2004
                5,000
                0.2
                50
                950
                1,000CS
                    for services
                5/26/2004
                140,000
                0.35
                1,400
                47,600
                49,000CS
                    for Director, officer and employee compensation
                6/3/2004
                180,000
                0.2
                1,800
                34,200
                36,000CS
                    for Services
                6/9/2004
                22,500
                0.33
                225
                7,200
                7,425CS
                    for Accounts Payable
                8/20/2004
                13,630
                0.2
                136
                2,626
                2,762CS
                    for Accounts Payable
                8/20/2004
                160,000
                0.2
                1,600
                30,400
                32,000CS
                    for Services
                8/20/2004
                150,000
                0.2
                1,500
                28,500
                30,000CS
                    for Accounts Payable
                8/20/2004
                26,500
                0.25
                265
                6361
                6626CS
                    for Accounts Payable
                8/20/2004
                60,000
                0.25
                600
                14,307
                14,907CS
                    for Accounts Payable
                8/20/2004
                20,000
                0.25
                200
                4,800
                5,000CS
                    for Accounts Payable
                8/20/2004
                166,000
                0.25
                1660
                39,890
                41,550CS
                    for Cash
                9/9/2004
                50,000
                0.2
                500
                9,500
                10,000Options
                    issued to officer and director
                
                
                
                
                
                
                1,000,000
                
                95,000
  58
 **TREND
            MINING COMPANY**
 **(AN
            EXPLORATION STAGE COMPANY)**
 **NOTES
            TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
            30, 2005**
  **Issue
                    Date**
                **Number
                    of Shares**
                **Price
                    per**
                  **Share**
                **Common**
                  **Stock**
                  **Amount**
                **Additional**
                  **Paid-in
                    C**
                  **apital**
                **Total**
                  **Amount**
                **Number
                    of Options**
                **Number
                    of Warrants**
                **Value
                    of Options/ Warrants**Expired
                    options and warrants
                
                
                
                
                503,774
                503,774
                -873,237
                -299,445
                -503,774Gain
                    on sale of internal securities
                
                
                
                
                210,194
                210,194**Balance
                    September 30, 2004**
                
                **35,967,715**
                
                **$359,677**
                **$7,518,815**
                **$7,878,492**
                **1,200,000**
                **8,868,174**
                **$974,268**CS
                    for Accounts Payable
                11/11/2004
                10,000
                0.38
                100
                3,700
                3,800Warrants
                    for convertible debt
                12/8/2004
                
                
                
                
                
                
                750,000
                93,825Options
                    for officer
                  and
                    director
                  compensation
                12/31/04
                
                
                
                
                
                100,000
                
                19,000CS
                    for services
                1/3/2005
                50,000
                0.23
                500
                11,000
                11,500Expired
                    warrants
                1/9/05
                
                
                
                
                
                
                -90,000
                -6,300Warrants
                    for convertible debt
                1/27/2005
                
                
                
                
                
                
                5,200,000
                515,274Cancelled
                    warrants for convertible debt
                1/27/2005
                
                
                
                
                
                
                -750,000
                -93,825CS
                    for services
                2/23/2005
                37,500
                0.22
                375
                7,935
                8,310CS
                    for services
                2/25/2005
                2,500
                0.20
                25
                450
                500Warrants
                    for convertible debt
                3/22/2005
                
                
                
                
                
                
                450,000
                54,137CS
                    for financing costs
                4/1/2005
                210,000
                0.32
                2,100
                70,350
                72,450Expired
                    warrants
                6/9/05
                
                
                
                
                
                
                -40,000
                -3,837Options
                    for officer
                  and
                    director
                  compensation
                6/30/05
                
                
                
                
                
                200,000
                
                38,000CS
                    for Director, officer and employee compensation
                7/1/2005
                600,000
                0.23
                6,000
                132,000
                138,000Options
                    granted for
                  officer
                    and director
                  compensation
                7/11/05
                
                
                
                
                
                650,000
                
                86,840Warrants
                    for
                  convertible
                    debt
                7/28/05
                
                
                
                
                
                
                1,400,002
                85,265CS
                    for Director, officer and employee compensation
                7/30/2005
                17,817
                0.22
                178
                3,822
                4,000CS
                  for financing expenses
                8/15/2005
                66,000
                0.24
                660
                15,500
                16,160CS
                    for Accounts Payable
                8/15/2005
                23,108
                0.24
                231
                5,419
                5,650CS
                    for Director, officer and employee compensation
                8/30/2005
                16,701
                0.24
                167
                3,833
                4,000CS
                    for convertible debt
                9/1/2005
                295,452
                0.20
                2,955
                55,667
                58,624CS
                    for services
                9/2/2005
                76,477
                0.22
                765
                16,062
                16,827**Balance
                    September 30, 2005**
                
                **37,373,300**
                
                **$373,733**
                **$8,025,700**
                **$8,399,433**
                **2,150,000**
                **14,738,176**
                **$1,762,647**
 
 See
          Note
          5 for summary disclosure of options and warrants outstanding.
  **NOTE
          5 -  COMMON STOCK OPTIONS AND WARRANTS**
  In
          accordance with SFAS 123, the Company utilizes the Black Scholes fair value
          model to value all options and warrant grants. Upon exercise of options
          and
          warrants, all common stock shares issued thereunder will have the same
          rights
          and privileges as other common stock outstanding.
  On
          February 23, 2001, the Company’s shareholders approved the adoption of the 2000
          Equity Incentive Plan and the reservation of 5,000,000 shares of common
          stock
          for distribution under the plan. These shares and options to acquire those
          shares may be granted to the Company’s employees, directors and consultants. The
          plan will terminate on January 4, 2011. The exercise price of options granted
          under this plan may not be less than the fair market price on the date
          of grant
          and in some cases not less than 110% of the fair market price. The terms,
          vesting schedule, transfer restrictions and expiration dates are to be
          determined by the Company’s board of directors.
 59
 **TREND
            MINING COMPANY**
 **(AN
            EXPLORATION STAGE COMPANY)**
 **NOTES
            TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
            30, 2005**
  In
          the
          Black-Scholes Option Price Calculations below, the Company used the following
          assumptions to estimate fair value: the risk-free interest rate of 5.0%;
          volatility of 78% - 91%; and a life of 3-5 years. The Company also assumed
          that
          no dividends would be paid on common stock.
  Electrum
          LLC/Tigris Financial Group Ltd.
  On
          December 29, 1999, the Company entered into a stock purchase agreement
          with
          Tigris Financial Group Ltd. (“Tigris”) under which Tigris purchased 1,000,000
          shares of the Company’s common stock for $100,000, was granted an option until
          March 28, 2000 to acquire up to an additional 3,500,000 shares of common
          stock
          for an exercise price of $0.14 per share, (or $490,000 in the aggregate),
          and
          was granted an option to purchase, for $10,000, warrants to purchase an
          additional 6,250,000 shares of the Company’s common stock at an exercise price
          of $0.40
          per
          share. The Company used the Black-Scholes Option Price Calculation effective
          as
          of the transaction date and estimated the fair values to be $37,524 for
          the
          option and $50,062 for the warrants. On March 8, 2000, Tigris assigned
          its
          rights under the stock purchase agreement to Electrum LLC (“Electrum”), an
          affiliate.
  Electrum
          exercised its option and acquired 3,500,000 shares of the Company’s common stock
          in February and March of 2000. Pursuant to the terms of the stock purchase
          agreement, Electrum received an option to purchase up to an additional
          4,608,000
          shares of common stock. This agreement was subsequently modified to enable
          Electrum to acquire up to an additional 1,597,588 shares at $0.062 per
          share and
          to acquire up to 4,740,174 shares at an exercise price of $0.115 per share.
          In
          addition, the option to purchase warrants was modified to enable Electrum
          to
          purchase, for $10,000, warrants to buy up to 7,979,761 shares at an exercise
          price of $0.40 per share until September 20, 2003. The Company utilized the
          Black-Scholes Option Price Calculation to estimate the fair value of the
          modifications as of the grant date and recorded $4,262 for the options
          and
          $10,379 for the warrants. The $14,641 total amount was charged as a financing
          expense.
  Electrum
          has exercised all of its options to purchase the Company’s common stock and its
          option to purchase the warrants. In connection with its acquisition of
          those
          shares, Electrum has assigned 5,530,174 shares and 1,000,000 warrants to
          third
          parties.
  60
 **TREND
            MINING COMPANY**
 **(AN
            EXPLORATION STAGE COMPANY)**
 **NOTES
            TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
            30, 2005**
  Pursuant
          to certain loan agreements, the Company issued warrants to Electrum to
          acquire
          285,000 shares at $1.50 per share in February 2001, exercisable through
          September 30, 2003, warrants to acquire 50,000 shares at $1.50 per share
          in
          March 2001, exercisable through September 30, 2006, and warrants to acquire
          185,000 shares at $1.50 per share in July 2001, exercisable through September
          30, 2006. The Company also extended through September 30, 2006 the expiration
          dates of the 285,000 warrants, together with the warrants to acquire 7,979,761
          shares. The fair values of the 285,000 warrants, 50,000 warrants, and the
          185,000 warrants estimated on their respective grant dates, as modified
          for the
          expiration date extension in the case of the 285,000 warrants, using the
          Black-Scholes Option Price Calculation, were $76,551, $13,430 and $45,079,
          respectively. The fair value of the modification to extend the expiration
          date,
          estimated as of the date of the modification for the 7,979,761 warrants,
          using
          the Black-Scholes Option Price Calculation, was $608,058, which was charged
          to
          financing expense.
  Pursuant
          to a 2002 agreement to readjust certain terms of loans and warrants, the
          Company borrowed an additional $150,000 from Electrum, and Electrum waived
          accrued interest owed by the Company as of January 29, 2002 totaling $37,384.
          In
          consideration of the additional loan and waiver, the Company issued to
          Electrum
          additional warrants to purchase 150,000 shares of common stock for $1.00
          per
          share through January 30, 2007. Electrum may, at its sole discretion, elect
          to
          be repaid the $150,000 loan by converting the amount outstanding into units
          of
          the Company’s securities, at the rate of one unit per $0.50 of loans converted.
          Each unit consists of one share of common stock and a warrant to purchase
          one share
          of
          common stock at a price of $0.50 per share, exercisable though January
          30, 2007.
          In addition, the Company and Electrum agreed to amend the prior loan agreements
          to reduce the conversion rate of the existing units, previously at a rate
          of one
          unit per $1.25 of loans converted to a rate of one unit per $0.50 of loans
          converted, and to reduce the exercise price of the warrants included in
          the
          units from $1.50 to $.50 per share. In addition, the exercise price of
          warrants
          included in the units to purchase a total of 520,000 shares of common stock,
          owned by Electrum, was reduced from a price of $1.50 per share to $1.00
          per
          share and the exercise term of each such warrant was extended for a period
          of
          one year.
  As
          of
          September 30, 2005 and 2004, Tigris and Electrum own approximately 15%
          of the
          Company’s outstanding common stock and, assuming that Electrum exercises its
          warrants and that the Company has issued no other shares, would own
          approximately 31% of the Company’s resultant (fully diluted) outstanding common
          stock.
  Tigris
          and Electrum have the right to proportional representation on the Company’s
          board of directors and registration rights for all of the Company’s common stock
          acquired through the agreement held by them.
 
 On
          February 12, 2004, the Company and Electrum and LCM Holdings reached an
          agreement to adjust both the conversion terms on approximately $900,000
          worth of
          debt outstanding to the Lenders and the exercise prices of related warrants.
          Per
          the terms of the agreement, the Lenders can convert each $1.25 of loans
          into a
          unit consisting of one share of common stock and one warrant. The warrant
          is
          exercisable for a period of five years from the date of conversion and
          is
          exercisable at a price of $1.50. Additionally, terms of existing outstanding
          warrants were modified which generally increased the exercise price and
          shortened the related expiration dates. These modifications had no financial
          statement impact for the period herein reported.
  61
 **TREND
            MINING COMPANY**
 **(AN
            EXPLORATION STAGE COMPANY)**
 **NOTES
            TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
            30, 2005**
  Furthermore,
          also on February 12, 2004, the Company reached an agreement with the Lenders
          concerning certain prior separate stock transactions which had benefited
          certain
          controlling shareholders. In compliance with the Securities and Exchange
          Rule
          16b, the shareholders remitted the gain of $210,194 to the Company.
 
 Other
          Issuances
 
 The
          Company issued 1,000,000 options with a strike price of $0.37 per share
          during
          the year ended September 30, 2004 to an officer and director. No warrants
          were
          issued in the current year.
  Following
          is a summary of stock options for the years ended September 30, 2005 and
          2004:
 Number
                      of Shares
                  
                  Weighted
                      Average
                    Exercise
                      PriceOutstanding
                      at October 1, 2003
                  
                  
                  1,006,237
                  
                  $
                  0.87Granted
                  
                  
                  1,000,000
                  
                  
                  0.37Exercised
                  
                  
                  —
                  
                  
                  —Expired
                  
                  
                  (806,237
                  )
                  
                  0.80Outstanding
                      at September 30, 2004
                  
                  
                  1,200,000
                  
                  $
                  0.44Options
                      exercisable at September 30, 2004
                  
                  
                  700,000
                  
                  $
                  0.49Weighted
                      average fair value ofoptions
                      granted at September 30, 2004
                  
                  
                  
                  
                  $
                  0.19Outstanding
                      at October 1, 2004
                  
                  
                  1,200,000
                  
                  $
                  0.44Granted
                  
                  
                  1,000,000
                  
                  
                  0.30Exercised
                  
                  
                  —
                  
                  
                  —Expired
                  
                  
                  —
                  
                  
                  —Outstanding
                      at September 30, 2004
                  
                  
                  2,200,000
                  
                  $
                  0.37Options
                      exercisable at September 30, 2004
                  
                  
                  1,650,000
                  
                  $
                  0.39Weighted
                      average fair value ofoptions
                      granted at September 30, 2005
                  
                  
                  
                  
                  $
                  0.30
  62
 **TREND
            MINING COMPANY**
 **(AN
            EXPLORATION STAGE COMPANY)**
 **NOTES
            TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
            30, 2005**
  Total
                    compensation costs related to non-vested
                    stock options as of September 30, 2005
                
                
                $84,760Weighted
                    average period of nonvested stock options as of September 30,
                    2005
                
                
                14 months
 
 Following
          is a summary of warrants outstanding at September 30, 2005:
 
 Number
                    of Warrants
                
                
                Strike
                    Price
                
                Expiration
                    Date7,954,761
                
                
                $
                    0.40
                
                9/30/2006520,000
                
                
                $
                    1.00
                
                9/30/2007150,000
                
                
                $
                    1.00
                
                1/30/2007113,413
                
                
                $
                    1.00
                
                5/31/20071,733,333
                
                
                $
                     .50
                
                1/27/20102,166,667
                
                
                $ 
                    .25
                
                2/21/2006200,000
                
                
                $ 
                    .50
                
                3/22/2010250,000
                
                
                $ 
                    .25
                
                2/21/2006825,002
                
                
                $ 
..05
                
                2/21/2006825,002
                
                
                $ 
..50
                
                1/27/201014,738,178
  **NOTE
          6 -  RELATED PARTY TRANSACTIONS**
  Calumet
          Mining Company
  The
          Company sold its Pyramid Mine claims on November 12, 2001 to Calumet Mining
          Company (nka Western Goldfields, Inc.), a related party, for 50,000 (25,000
          post-split) shares of common stock of Calumet Mining Company, which were
          valued
          at $500. The Company retained a 1.5% net smelter return production royalty
          interest in the Pyramid Mine. See Notes 3 and 8. At the time of the transaction,
          the two companies shared common board members and officers.
 
 Notes
          Payable - Shareholders
  The
          following is a listing of loan amounts (all of which are unsecured) due
          to
          related parties (all of whom are shareholders of Trend Mining Company)
          and the
          dates that these loans were made to the Company:
  63
 **TREND
            MINING COMPANY**
 **(AN
            EXPLORATION STAGE COMPANY)**
 **NOTES
            TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
            30, 2005** 
  September
                            30,2005
                        
                        
                        2004Name
                        
                        
                        Date
                        
                        
                        Amount
                        
                        
                        AmountElectrum
                            LLC
                        
                        
                        11/6/2000
                        
                        $
                        35,000
                        
                        $
                        35,00012/4/2000
                        
                        
                        100,000
                        
                        
                        100,00012/18/2000
                        
                        
                        50,000
                        
                        
                        50,0001/26/2001
                        
                        
                        50,000
                        
                        
                        50,0003/15/2001
                        
                        
                        50,000
                        
                        
                        50,0004/10/2001
                        
                        
                        50,000
                        
                        
                        50,0005/4/2001
                        
                        
                        50,000
                        
                        
                        50,0006/4/2001
                        
                        
                        50,000
                        
                        
                        50,0007/3/2001
                        
                        
                        85,000
                        
                        
                        85,0001/31/2002
                        
                        
                        150,000
                        
                        
                        150,000670,000
                        
                        
                        670,000LCM
                            Holdings, LLC
                        
                        
                        10/26/2001
                        
                        
                        50,000
                        
                        
                        50,00011/1/2001
                        
                        
                        10,000
                        
                        
                        10,00011/15/2001
                        
                        
                        30,000
                        
                        
                        30,00011/28/2001
                        
                        
                        29,445
                        
                        
                        29,4455/7/2002
                        
                        
                        60,000
                        
                        
                        60,0005/22/2002
                        
                        
                        35,000
                        
                        
                        35,0006/14/2002
                        
                        
                        18,412
                        
                        
                        18,412232,857
                        
                        
                        232,857Berger
                        
                        
                        8/28/2001
                        
                        
                        90,000
                        
                        
                        90,00010/2/2001
                        
                        
                        10,000
                        
                        
                        10,000100,000
                        
                        
                        100,000Buchanan
                        
                        
                        1/8/2002
                        
                        
                        30,000
                        
                        
                        30,000Loucks
                        
                        
                        7/1/2005
                        
                        
                        100,000
                        
                        
                        —7/14/2005
                        
                        
                        50,000
                        
                        
                        —7/15/2005
                        
                        
                        300,000
                        
                        
                        —8/15/2005
                        
                        
                        150,000
                        
                        
                        —600,000
                        
                        
                        —Wu
                        
                        
                        8/15/2005
                        
                        
                        31,000
                        
                        
                        —NW
                            Exploration
                        
                        
                        8/15/2005
                        
                        
                        29,000
                        
                        
                        —Total
                            notes payable - shareholders
                        
                        
                        
                        
                        $
                        1,692,857
                        
                        $
                        1,032,857
  64
 **TREND
              MINING COMPANY**
 **(AN
              EXPLORATION STAGE COMPANY)**
 **NOTES
              TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
              30, 2005**
  The
          loans
          from Electrum, LCM Holdings, Berger and Buchanan bear interest at 8% per
          annum
          and are due upon the Company’s completion of a private equity placement and
          concurrently and proportionally
          with any amounts repaid to Electrum or any others having provided loan
          facilities of this type to the Company.
 
 The
          loans
          from Mr. Loucks, Mr. Wu, and NW Exploration (a Company owned by Mr. Wu)
          bear
          interest at 8% per annum and are due on demand. During the fourth quarter
          of
          2005, the Company issued to Mr. Loucks and Mr. Wu 60,000 and 6,000 shares
          of
          common stock, respectively, as a financing fee for the loans. Subsequent
          to
          September 30, 2005, the amounts owing to Mr. Wu and NW Exploration were
          repaid
          in full.
 
 Investments
  In
          January 2003, the Company issued 450,000 shares of its common stock to Mr.
          John Ryan, the Company’s chief financial officer, in exchange for 18,334 shares
          of common stock in Cadence Resources Corporation and 35,000 shares of common
          stock in Western Goldfields, Inc. Mr. Ryan is also an officer of Cadence
          Resources Corporation and Western Goldfields, Inc.
  In
          July
          and September 2003, the Company sold 5,000 and 13,000 shares respectively
          of its
          Western Goldfields common stock to Cadence Resources for $19,000
          cash.
 
 In
          September 2003, the Company transferred 12,000 shares of its Western Goldfields
          common stock to Mr. David Mooney, its chief geologist, for services valued
          at
          $23,400.
 
 Employment
          Agreements
  In
          July
          2000, the Company entered into an employment agreement with Mr. John Ryan,
          the
          then chief financial officer, secretary and treasurer of the Company, under
          which Mr. Ryan was to receive 3,000 shares per month of Trend common stock
          as compensation for his services. When Mr. Ryan resigned in December 2000,
          this agreement was terminated. In July 2001, Mr. Ryan was again designated
          as
          the Company’s chief financial officer, secretary and treasurer. A revised
          employment agreement was reached in September 2002 where Mr. Ryan receives
          $3,000 per month, which amount was augmented to $4,000 per month in July
          of
          2005. Mr. Ryan took stock in lieu of cash for July and August 2005, and
          then the
          Company reverted to paying Mr. Ryan in cash on September 1, 2005. If the
          Company
          is unable to pay the salary in cash, then Mr. Ryan has the option to receive
          $4,000 worth of the Company’s common stock at the prevailing rate of which
          shares are or were most recently sold by the Company. As of September 30,
          2005
          and 2004, respectively, $4,000 and $0 were owed to Mr. Ryan under this
          agreement.
  65
 **TREND
                MINING COMPANY**
 **(AN
                EXPLORATION STAGE COMPANY)**
 **NOTES
                TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
                30, 2005**
 In
          January 2003, the Company issued 35,000 shares of common stock to Mr. Michael
          Sharratt, a director of the Company, for services rendered under an agreement
          with the Company.
 
 The
          president and chief executive officer, Thomas Loucks has been employed
          by the
          Company for the past year. Although there is no formal agreement, the Company
          has paid Mr. Loucks $6,500 per month, through September 2005 when his salary
          increased to $10,000 per month.
 
 Other
          Related Party Transactions
 
 In
          March
          2005, Mr. Ryan personally paid on behalf of the Company consulting fees
          owed to
          an outside consultant. The Company has recorded that amount in “accounts
          payable, related parties”, in
          the financial
          statements.
 
 
 **NOTE
          7 -  PROPERTY AND EQUIPMENT**
  Property
          and equipment are recorded at cost. Major additions and improvements are
          capitalized. Minor replacements, maintenance and repairs that do not increase
          the useful lives of the assets are expensed as incurred. Depreciation of
          property and equipment, including vehicles, is being calculated using the
          double-declining balance method over the expected useful lives of three
          to seven
          years.
  The
          following is a summary of property, equipment, and accumulated
          depreciation.
  
 September
                    30,
                  2005
                
                September
                    30,
                  2004Furniture,
                    Equipment, and Vehicles
                
                $
                38,742
                
                $
                37,389Less:
                    Accumulated Depreciation
                
                
                (25,715
                )
                
                (30,758
                )$
                13,027
                
                $
                6,631
 
 **NOTE
          8 - CONVERTIBLE DEBT**
 
 2004 **** Convertible
          Bridge Loans
 On
          December 8, 2004, the Company sold, in anticipation of a larger subsequent
          offering, three year notes in the amount of $250,000 which are convertible
          into
          common shares of the Company at the rate of one share for each $0.30 of
          principal and interest. In addition, the note holders received warrants
          which
          allow them to purchase an additional 750,000 common shares of the company
          at
          varying prices between $0.25 and $0.50 per share. The fair value of the
          warrants
          was estimated using the Black Scholes Option Price Calculation. The following
          assumptions were made to value the warrants: strike prices of $0.25 and
          $0.50,
          risk free interest rate of 5%, expected lives of one to five years, and
          expected
          volatility of 78% with no dividends expected to be issued. The value of
          the
          warrants totaled $93,825 at the issuance date and were recorded on the
          balance
          sheet as a debt discount. Additionally, the conversion feature of the notes
          resulted in a beneficial conversion amount of $77,158.
 66
 **TREND
                MINING COMPANY**
 **(AN
                EXPLORATION STAGE COMPANY)**
 **NOTES
                TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
                30, 2005**
  Following
            guidance provided by EITF 00-27 the Company allocated proceeds first
            to the
            warrants granted the note holders. The value of the warrants and the
            beneficial
            conversion feature are recorded on the balance sheet as a debt discount
            and as
            an increase to shareholders equity. The discounts are being amortized
            over three
            years, the life of the loan. The Company paid financing fees of approximately
            $53,000 in connection with the offering; these fees are being amortized
            over
            three years, the life of the loan.
 
 As
          of
          March 31, 2005, these loans were retired upon finalizing of the anticipated
          subsequent debt offering (See 2005 - Convertible Debt below) and the related
          debt discount amounts have been incorporated into that offering. Additionally,
          the warrant and beneficial conversion features recorded in the equity section
          of
          the financial statements were cancelled and the values added to additional
          paid-in capital on the balance sheet.
 
 2005
          -
          Convertible Debt
 In
            January 2005, the Company completed a private placement of secured, convertible
            promissory notes in the amount of $1,300,000. This offering retired,
            replaces
            and supersedes the terms of the $250,000 offering of December 8, 2004.
            As part
            of this offering, the Company issued promissory notes (“Notes”) due on January
            28, 2008, bearing interest at a rate per annum equal to the “prime rate,” plus
            3% percent but not less than 10%, with principal and interest payable
            monthly
            starting June 1, 2005. The promissory notes are convertible into shares
            of the
            Company’s common stock at a rate of one share for each $0.30 of principal and
            interest outstanding. Additionally the Company issued two series of warrants
            (Class A and Class B) with the promissory notes. The Class A warrants
            allow for
            the purchase of up to 1,733,333 shares of the Company’s common stock at an
            exercise price of $0.50 per share and Class B warrants allow for the
            purchase of
            up to 2,166,667 shares of common stock at an exercise price of $0.25
            per share.
            The Class A warrants have a maturity of five years and the Class B warrants
            expire 120 days after the Company files a registration statement registering
            the
            shares issuable upon conversion of the notes and exercise of the
            warrants.
 
 In
            addition to the warrants issued to the investors, the Company also issued
            to
            Ghillie Finanz, Class A and Class B warrants and paid them approximately
            $169,000 in cash as a finders fee in relation to the convertible debentures.
            The
            Class A warrants allow for the purchase of up to 650,000 shares of the
            Company’s
            common stock at an exercise price of $0.50 per share and Class B warrants
            allow
            for the purchase of up to 650,000 shares of common stock at an exercise
            price of
            $0.25 per share. The Class A warrants have a maturity of five years and
            the
            Class B warrants expire 120 days after the Company files a registration
            statement registering the shares issuable upon conversion of the notes
            and
            exercise of the warrants. The value of the warrants and financing fees
            paid are
            being amortized over the life of the convertible debt and the amortized
            amounts
            are included in financing expenses in the financial statements.
 
 In
            March
            2005, the Company completed a private placement of secured, convertible
            promissory notes in the amount of $150,000. As part of this offering,
            the
            Company issued promissory notes due on January 28, 2008, bearing interest
            at a
            rate per annum equal to the “prime rate,” plus 3% percent but not less than 10%,
            with principal and interest payable monthly starting June 1, 2005. The
            promissory notes are convertible into shares of the Company’s common stock at a
            rate of one share for each $0.30 of principal and interest outstanding.
            Additionally, the Company issued two series of warrants (Class A and
            Class B)
            with the promissory notes. The Class A warrants allow for the purchase
            of up to
            200,000 shares of the Company’s common stock at an exercise price of $0.50 per
            share and Class B warrants allow for the purchase of up to 250,000 shares
            of
            common stock at an exercise price of $0.25 per share. The Class A warrants
            have
            a maturity of five years and the Class B warrants expire 120 days after
            the
            Company files a registration statement registering the shares issuable
            upon
            conversion of the notes and exercise of the warrants.
 
 In
            July
            2005, the Company completed a private placement of secured, convertible
            promissory notes in the amount of $350,000. As part of this offering,
            the
            Company issued promissory notes due on January 28, 2008, bearing interest
            at a
            rate per annum equal to the “prime rate,” plus 3% percent but not less than 10%,
            with principal and interest payable monthly starting July 1, 2005. The
            promissory notes are convertible into shares of the Company’s common stock at a
            rate of one share for each $0.30 of principal and interest outstanding.
            Additionally, the Company issued two series of warrants (Class A and
            Class B)
            with the promissory notes. The Class A warrants allow for the purchase
            of up to
            466,667 shares of the Company’s common stock at an exercise price of $0.50 per
            share and Class B warrants allow for the purchase of up to 583,333 shares
            of
            common stock at an exercise price of $0.25 per share. The Class A warrants
            have
            a maturity of five years and the Class B warrants expire 120 days after
            the
            Company files a registration statement registering the shares issuable
            upon
            conversion of the notes and exercise of the warrants.
 
 In
            addition to the warrants issued to the investors, the Company also issued
            to
            Ghillie Finanz, Class A and Class B warrants and paid them approximately
            $45,000
            in cash as a finders fee in relation to the convertible debentures. The
            Class A
            warrants allow for the purchase of up to 175,001 shares of the Company’s common
            stock at an exercise price of $0.50 per share and Class B warrants allow
            for the
            purchase of up to 175,001 shares of common stock at an exercise price
            of $0.25
            per share. The Class A warrants have a maturity of five years and the
            Class B
            warrants expire 120 days after the Company files a registration statement
            registering the shares issuable upon conversion of the notes and exercise
            of the
            warrants. The value of the warrants and financing fees paid are being
            amortized
            over the life of the convertible debt and the amortized amounts are included
            in
            financing expenses in the financial statements.
 
 67
 **TREND
                MINING COMPANY**
 **(AN
                EXPLORATION STAGE COMPANY)**
 **NOTES
                TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
                30, 2005**
 As
          of
          September 30, 2005, the Company has paid $171,875 in principal, and $83,499
          in
          interest on these notes in cash and common stock. At September 30, 2005
          the
          Company is showing the principal value of the debt, less the unamortized
          debt
          discounts of approximately $1,032,000 as the carrying value of the debt.
          The
          Company has accrued approximately $12,747 of accrued interest related to
          these
          notes as of September 30, 2005.
 
 
 **NOTE
          9 -  COMMITMENTS AND CONTINGENCIES**
  Lease
          Agreement
 
 In
          July
          2005 the company entered into a lease agreement for one year for office
          facilities in Littleton, Colorado. The office lease requires monthly payments
          of
          $2,100 and expires June 30, 2006. During the year ended September 30, 2005,
          the
          Company paid $6,300, with an additional $18,900 payable under terms of
          the
          lease.
 
 In
          August 2004, the Company relocated to Colorado, and entered into a lease
          agreement for office facilities in Littleton. The office lease required
          monthly
          payments of $1,153 and expires July 31, 2005. During the years ended September
          30, 2004, and 2005, the Company paid approximately $2,300 and $11,530,
          respectively, under the terms of the lease.
  Consulting
          Agreements
 See
          Note
          6 for related party consulting agreements.
  Mineral
          Properties
 In
          order
          to retain its Peter Lake Claims in Saskatchewan, Canada, the Company had
          to
          fulfill exploration commitments totaling by December of 2004. At September
          30,
          2005 the Company had fulfilled the commitments and retained its claim.
          Additionally, the claims are revalidated for the prior year and extended
          for the
          coming year.
  68
 **TREND
                  MINING COMPANY**
 **(AN
                  EXPLORATION STAGE COMPANY)**
 **NOTES
                  TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
                  30, 2005**
 Legal
          Proceedings
  In
            May,
            2002, one of the Company’s vendors, Nevada Southwest Investments LLC, obtained a
            judgment in the Second Judicial District, Washoe County, Nevada to collect
            $18,574 due under a rental lease agreement for office space the Company
            chose to
            vacate. The judgment bears interest at 18% until paid in full. Included
            in the
            accounts payable balance as of September 30, 2005 is approximately $27,000
            related to this judgment. The Company negotiated with the creditor to
            make
            suitable payment arrangements to pay this judgment over time. The creditor
            had
            scheduled a debtor’s hearing in the early part of 2004 but the hearing was
            cancelled and not rescheduled. On November 15, 2005, the Company was
            able to
            settle in final terms and paid $25,250.
  On
          August
          24, 2005, a complaint was filed against the Company in the United States
          District Court for the Eastern District of New York, seeking $52,500 in
          legal
          fees, under Section 16(b) of the Securities Exchange Act of 1934, which
          were
          allegedly incurred in connection with the Company's recovery of alleged
          short-swing trading profits from an insider of the Company. The case was
          dismissed with prejudice on or about November 29, 2005, pursuant to a compromise
          and settlement under which the Company paid plaintiff the sum of $26,250.
          The
          Company has included the settlement in "accounts payable" on the balance
          sheet
          and recorded the expense as "settlement expense" on the statements of
          operations.
 
 
 **NOTE
          10 -  CONCENTRATION**
  The
          Company has significantly relied on Mr. Thomas Kaplan and various associated
          entities of Mr. Kaplan, as well as Mr. Howard Schraub and various associated
          entities, for operating capital.
 
  **NOTE
          11 -  SUBSEQUENT EVENTS**
 
 Included
          in the September 30, 2005 and 2004 financial statements is $73,000 of accrued
          wages owing to Mr. David Mooney, the former chief geologist for the Company.
          In
          October 2005, the Company and Mr. Mooney agreed to a settlement of $25,000,
          with
          the remaining amount of the debt to be forgiven.
 
 On
          November 1, 2005, the Company entered into an employment agreement with
          Mr.
          Thomas Loucks, the president and chief executive officer, for a term of
          one
          year, which can be extended each year for a period of one year. Under the
          agreement the Company Mr. Loucks will pay Mr. Loucks $120,000 annually.
 
 Subsequent
          to the date of the financial statements, the Company finalized the agreement
          to
          sell its 30% interest in the Andacollo Mine in Chile. The amount to be
          repaid to
          the Company was $1,122,975. The Company received $1,000,000 on October 6
          and the remaining $122,975 on December 9. See Note 3.
 
 On
          December 6, 2005, the Company sold in private placement, 1,500,000 shares
          of the
          Company’s common stock for $0.10 per share, or $150,000.
 
 69
 **TREND
                  MINING COMPANY**
 **(AN
                  EXPLORATION STAGE COMPANY)**
 **NOTES
                  TO THE FINANCIAL STATEMENTS**
 **SEPTEMBER
                  30, 2005**
 See
          notes
          3 and 6 for additional subsequent events.
 
 **NOTE
          12 -  CORRECTION OF AN ERROR**
 The
            accompanying financial statements for September 30, 2005 have been restated
            to
            correct an error in the balance of accounts payable and property and
            equipment.
            It was discovered that a computer acquired in 2005 was incorrectly expensed.
            Additionally the Company discovered that interest on rental lease judgment
            (see
            Note 9) had not been properly accrued in 2005 and that additional payables
            to
            several vendors at September 30, 2005 had not been recorded and that
            there had
            been a typographical error in the reporting of interest and financing
            expenses
            on the income statement. The Company also discovered that common stock
            transactions for the payment on the convertible debt (See Note 4) and
            financing
            fees for related party payables (See Note 6) had not been recorded. The
            Company
            also discovered that there was an error in the accounting for the gain
            on the
            sale of its mining property interest in Chile. The effects of the restatement
            were to increase property and equipment by $868, increase accounts payable
            by
            $133,196 increase accounts receivable by $1,000,000, increase financing
            expenses
            $368,148, decrease interest $374,907 and decrease operating expenses
            $860,923
            and decrease net loss and accumulated deficit at September 30, 2005 by
            $868,671
            ($0.02 per share). See Notes 2, 3 and 9.
 
 The
            following is the summary of the effects of the above corrections:
 
 As
                      Originally Filed
                  
                  As
                      Corrected
                  
                  ChangeFinancial
                      PositionReceivable
                      from sale of mining interest**
                  
                  $
                  122,975
                  
                  $
                  1,122,975
                  
                  $
                  1,000,000Property
                      and equipment, net of depreciation
                  
                  $
                  12,159
                  
                  $
                  13,027
                  
                  $
                  868Accounts
                      payable
                  
                  $
                  386,435
                  
                  $
                  519,631
                  
                  $
                  133,196Interest payable convertible debt
                  
                  $
                  14,281
                  
                  $
                  12,747
                  
                  $
                  (1,534
                  )Long term portion of convertible debt
                  
                  $
                  295,671
                  
                  $
                  290,983
                  
                  $
                  (4,688
                  )Common stock
                  
                  $
                  372,759
                  
                  $
                  373,733
                  
                  $
                  974Additional paid-in capital
                  
                  $
                  8,004,292
                  
                  $
                  8,025,700
                  
                  $
                  21,408Net
                      Income (Loss)
                  
                  $
                  (3,032,362
                  )
                  $
                  (2,164,961
                  )
                  $
                  867,401Accumulated
                      Deficit
                  
                  $
                  (12,748,610
                  )
                  $
                  (11,880,939
                  )
                  $
                  867,671Results
                      of OperationsExploration
                      expense
                  
                  $
                  1,134,006
                  
                  $
                  215,246
                  
                  $
                  (918,760
                  )General
                      and administrative
                  
                  $
                  584,095
                  
                  $
                  588,809
                  
                  $
                  4,714Legal
                      and professional
                  
                  $
                  219,397
                  
                  $
                  272,520
                  
                  $
                  53,123Gain
                      on sale of mining interest
                  
                  $
                  69,816
                  
                  $
                  69,805
                  
                  $
                  (11
                  )Financing
                      expense
                  
                  $
                  202,247
                  
                  $
                  586,555
                  
                  $
                  384,308Interest
                      expense
                  
                  $
                  570,395
                  
                  $
                  195,488
                  
                  $
                  (374,907
                  )Earnings
                      (loss) per share
                  
                  $
                  (0.08
                  )
                  $
                  (0.06
                  )
                  $
                  0.02
 **
              This
              balance was included in accounts receivable as originally filed.
              Subsequently, the Company determined that since this balance is in excess
              of 5% of total assets, the receivable should be separately stated from
              all other
              receivables. There was no change in the balance of the other accounts
              receivable
              due to the correction of errors.
  70
  **ITEM
        8.**  **CHANGES
        IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.**




There
      have been no disagreements with accountants on accounting and financial
      disclosures from the inception of the Company through the date of this Annual
      Report.





**ITEM
      8A. CONTROLS AND PROCEDURES.**





The
      Company conducted an evaluation, under the supervision and with the
      participation of the Company's Chief Executive Officer and Chief Financial
      Officer, of the effectiveness of the design and operation of the Company's
      disclosure controls and procedures, as defined in rules promulgated under the
      Securities Exchange Act of 1934, as amended, as of September 30, 2005. Based
      upon the evaluation, the Chief Executive Officer and the Chief Financial Officer
      have concluded that these disclosure controls and procedures are
      effective.





There
      have been no changes in the Company's internal controls over financial reporting
      during the year ended September 30, 2005 that has materially affected or is
      reasonably likely to materially affect the Company's internal controls over
      financial reporting.




71








**PART
      III**




**ITEM
      9.**  **DIRECTORS
      & EXECUTIVE OFFICERS** ****




All
      directors are elected for a one year term or until their replacement is
      elected or named.





Director
            Principal
                Occupations and Business Experience
              During
                the Past Five YearsJ.
                Michael Sharratt
              Age
                76
            Mr.
                Sharratt became a member of the board directors in August, 2000 and
                served
                as the Company’s chairman until May 2004. At that time, Mr. Sharratt
                resigned as chairman but continues to serve on the board of directors.
                Mr.
                Sharratt is a platinum-group explorationist with direct hands-on
                experience involving North America’s most important platinum mineral group
                deposit. Since 2000, he has been the president of Platina Minerals
                LLC, a
                private company that provides mineral consulting services. Prior
                to
                joining the Company, Mr. Sharratt was a mineral consultant from 1998
                to
                2000. Mr. Sharratt served as vice chairman, from 1994 to 1997, and
                from
                1992 to 1994 as president, of Stillwater Mining Company. From 1976
                to
                1992, he also served as vice president and senior director of Mining
                and
                Minerals for Manville Corp., the co-developer of the Stillwater
                platinum/palladium mine in Montana. While he was with Manville Corp.,
                Mr.
                Sharratt was a principal figure in the exploration and development
                of the
                Stillwater mining complex, the largest platinum group metals operation
                in
                North America. In addition to the evaluation and development of
                Stillwater, Mr. Sharratt’s responsibilities ultimately included all of
                Manville’s mineral exploration projects worldwide and oversight
                responsibility for the ore development at nine operating mines in
                six
                countries. Mr. Sharratt is a member of the International Precious
                Metals
                Institute, where he serves as a director, as well as the Canadian
                Institute of Mining and Metallurgy and the Society of Mining
                Engineers.Jeffrey
                M. Christian
              Age
                49
            Mr.
                Christian was elected to the board of directors in August 2000. Mr.
                Christian is the managing director of CPM Group, which he and several
                associates created in June 1986, in a leveraged buyout of the Goldman
                Sachs Commodities Research Group made up of the creators of CPM Group.
                As
                managing director, Mr. Christian is responsible for the total operation
                of
                CPM Group, supervising a respected group of analysts, investment
                bankers
                and dealers dedicated to precious metals and commodities market research,
                consulting, and investment banking. He is actively engaged in the
                products
                research group of CPM Group, taking primary responsibility for the
                long-term (10 year) projections for the precious metals and copper
                markets. Mr. Christian has a Bachelors of Journalism from the University
                of Missouri and has engaged in post-graduate non-degree studies in
                econometrics, international economics and finance, and international
                political science. Mr. Christian is a director of Cadence Resources
                Corporation, a publicly traded oil, gas and mineral exploration company,
                and chief financial officer and director of North American Emerald
                Mines,
                Inc.






72


Bobby
                E. Cooper
              Age
                59
            Mr.
                Cooper became a director of the Company in July 2002. Mr. Cooper
                has over
                thirty years of mining industry experience. Prior to retiring in
                1997, he
                was the chief executive officer and president of Kennecott Corporation,
                a
                wholly-owned subsidiary of Rio Tinto (RTZ), both mining companies.
                Before
                being named chief executive officer and president, Mr. Cooper held
                various
                other positions with Kennecott since 1983, including chief operating
                officer and vice president of U.S. Mines. Mr. Cooper is currently
                a
                director of 3L&T Corp., a private chemical company.Thomas
                Loucks
              Age
                56
            Mr.
                Loucks became president and chief executive officer of the Company
                in
                June, 2004 and a member of the board in August 2004. He worked as
                an
                independent consultant to junior mining and other resource companies
                from
                July 2000 until joining the Company. From 1991 until June, 2000 he
                was the
                executive vice president and treasurer at Royal Gold, Inc. From August
                1988 until 1991, Mr. Loucks was Vice President of Corporate Development
                of
                Royal Gold. From August 1985 until August 1988, Mr. Loucks was a
                business
                development analyst with Newmont Mining Company. Mr. Loucks is a
                member of
                the Society of Economic Geologists, Inc. and the Society of Economic
                Geologists Foundation, Inc. He has a B.A. and an M.A. in geology
                from
                Dartmouth College and an M.B.A. from Stanford
                University.John
                P. Ryan
              Age
                43
            Mr.
                Ryan has served as our chief financial officer (“CFO”), secretary,
                treasurer and as a director since August 2000. Mr. Ryan is a degreed
                mining engineer. Mr. Ryan served as the vice president of corporate
                development for Cadence Resources Corporation from September 1996 to
                October 2005, and is currently serving as the secretary of Cadence.
                Cadence is a publicly traded oil exploration and production company.
                Since
                February 2004, he has served as an officer and director of White
                Mountain
                Titanium Corporation, a publicly traded mining exploration company.
                Other
                companies with which Mr. Ryan holds an officer and/or director position
                include Bio-Quant, Inc., Nevada-Comstock Mining Company, GreatWall
                Gold
                Corporation, High Plains Uranium, Inc., Sundance Diamonds Corporation
                and
                Dotson Exploration Company. Many of these companies have only minimal
                activity and require only a small amount of Mr. Ryan’s time. Mr. Ryan is a
                former U.S. Naval Officer and obtained a B.S. in Mining Engineering
                from
                the University of Idaho and a Juris Doctor from Boston College Law
                School.Ishiung
                J. Wu
              Age
                59
            Dr.
                Wu became a director of the Company in August 2000. He is currently
                the
                president of GreatWall Gold Corporation., an exploration company
                focused on mineral development in China. Since January 1992, he has
                been
                the president of IW Exploration Co., a privately held company engaged
                in
                mineral exploration ventures and capital management. From January
                1992 to
                January 1995, Dr. Wu was a consultant and project manager in the
                United
                States and overseas for various mineral exploration programs involving
                private and public entities. From January 1995 to January 2002, Dr.
                Wu was
                a director and vice president of Exploration of General Minerals
                Corp., a
                natural resources public company of which he was a co-founder. From
                June
                2002 to August 2003, Dr. Wu was a director and president of Mammoth
                Gold
                Corp and director and vice president of Exploration for Alaska Gold
                Mines,
                Inc., a mineral exploration company in Canada. From January 2000
                to
                January 2002, Dr. Wu was also chairman of Xinjiang Towerbeck Mineral
                Joint
                Venture, a Chinese-Canadian joint venture for gold exploration and
                mining
                activities at Towerbeck gold deposit in Central Asian Gold Belt.
                Dr. Wu
                has over thirty years experience in mineral exploration management.
                Dr. Wu
                holds an M.A. (1971) and Ph.D. (1975) in economic geology both from
                Harvard University, where he was a Teaching Fellow in Geology from
                1971 to
                1973. He is also a Fellow of the Society of Economic
                Geologists.





73




**Section
      16(a) Beneficial Ownership Reporting Compliance**




Section
      16(a) of the Securities Exchange Act of 1934 requires certain defined persons
      to
      file reports of and changes in beneficial ownership of a registered security
      with the Securities and Exchange Commission and the National Association of
      Securities Dealers in accordance with the rules and regulations promulgated
      by
      the Commission to implement the provisions of Section 16. Under the regulatory
      procedure, officers, directors, and persons who own more than ten percent of
      a
      registered class of a company’s equity securities are also required to furnish
      the Company with copies of all Section 16(a) forms they file.




To
      the
      Company’s knowledge, based solely on a review of the copies of Forms 3 and 4
      furnished to the Company during the 2005 fiscal year and Forms 5 furnished
      to
      the Company with respect to fiscal 2005, the Company’s officers, directors and
      greater than 10% beneficial owners complied with all Section 16(a) filing
      requirements except as follows: Mr. Loucks failed to timely file four Form
      4s,
      on February 16, 2005 reporting 5 transactions, on October 20, 2005 reporting
      3
      transactions, on December 5, 2005 reporting 1 transaction, and on January 11,
      2005 reporting 2 transactions, and one Form 3 filed on February 16, 2005
      reporting 4 transactions; Mr. Wu failed to timely file two Form 4s on August
      29,
      2005 reporting 5 transactions and on December 8, 2005 reporting 1 transaction;
      Mr. Cooper failed to timely file two Form 4s on August 29, 2005 reporting 1
      transaction and on December 13, 2005 reporting 2 transactions; Mr. Sharratt
      failed to timely file two Form 4s on August 29, 2005 reporting 1 transaction
      and
      on December 6, 2005 reporting 1 transaction; Mr. Christian failed to timely
      file
      two Form 4s on November 18, 2005 reporting 2 transactions and on December 9,
      2005 reporting 1 transaction; and Mr. Ryan failed to timely file one Form 4
      on
      January 13, 2006 reporting 2 transactions.




**Code
      of Ethics**




The
      Company has adopted a Code of Ethics that applies to our principal executive
      officer and principal financial officer. The Company’s Code of Ethics is
      attached to this Form 10-KSB as Exhibit 14.




74




**Audit
      Committee**




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




**Indemnification**




Our
      bylaws provide that our directors and officers will be indemnified to the
      fullest extent permitted by the Delaware Corporation Code. However, such
      indemnification does not apply to acts of intentional misconduct, a knowing
      violation of law or any transaction where an officer or director personally
      received a benefit in money, property, or services to which the director was
      not
      legally entitled.




Insofar
      as indemnification for liabilities arising under the Securities Act of 1933
      or
      the Securities Act of 1934, may be permitted to directors, officers and
      controlling persons of the small business issuer pursuant to the foregoing
      provisions, or otherwise, we have been advised that in the opinion of the
      Securities and Exchange Commission such indemnification is against public policy
      as expressed in the Securities Act and is, therefore,
      unenforceable.






75




ITEM
      10.  **EXECUTIVE
      COMPENSATION**




**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 fiscal years. Those positions
        were
        occupied by Kurt Hoffman from October 2003 through June 2004 and by Thomas
        Loucks from June 2004 through September 2005. No officer received more than
        $100,000 in total compensation during each of fiscal years 2003, 2004 and
        2005.
        Therefore, for purposes of this disclosure, Kurt Hoffman is our only “named
        executive officer” in 2003, Mr. Hoffman and Mr. Loucks for 2004, and Mr. Loucks
        for 2005.
  Summary
        Compensation Table
  **Annual**
              **Long
                  Term Compensation****Name**
                **and**
                **Principal**
                **Position**
                **(a)**
              **Year**
                **(b)**
              **Annual**
                **Salary**
                **($)**
                **(c)**
              **Bonus**
                **($)**
                **(d)**
              **Other
                  annual compensation**
                **($)**
                **(e)**
              **Awards**
              **Payouts**
              **All
                  Other**
                **Compensation**
                **($)**
                **(i)****Restricted**
                **Stock
                  Awards**
                **($)**
                **(f)**
              **Securities**
                **Underlying**
                **Options
                  /SARs**
                **($)**
                **(g)**
              **LTIP**
                **Payouts**
                **($)**
                **(h)**Thomas
                  Loucks, President, CEO(1)
              2005
                2004
              $92,000
                $26,000
              --
                --
              --
                --
              --
                --
              $81,940
                $47,500
              --
                --
              $23,000Kurt
                  J.
                Hoffman
                President,
                CEO(2)
              2004
                2003
              $36,000$60,066(2)
              --
                --
              --
                --
              --
                $5,700(3)
              --
                --
              --
                --
              --
                --
 
  (1)
              Mr.
                  Loucks became President and Chief Executive Officer of the
                  Company in June 2004, replacing Mr.
                  Hoffman.
  (2)
              Mr.
                  Hoffman served as President and Chief Executive Officer from June
                  1998 through 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.
  (3)
              Reflects
                  the value of the use of a Company automobile calculated at $.38
                  per mile
                  and 15,000 miles per year.
  **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 based upon the merit of work performed, as a retention tool. As of
        September 30, 2005, 3,400,000 shares or options have been awarded under this
        plan, 3,400,000 of which were outstanding at September 30, 2005.
  76
  During
        the fiscal year ended September 30, 2005, Mr. Loucks received options to
        purchase 750,000 shares of common stock at $0.30 per share, all with a three
        year term from the date of vesting. The options vest as follows: 400,000
        vested
        on July 11, 2005, 200,000 vest on July 11, 2006 and 150,000 vest on
        July 11, 2007.
  Option/SAR
        Grants in Fiscal Year 2005
 
 **Name**
              **Number
                  of securities underlying options/SARs granted**
                **(#)**
              **Percent
                  of total options/SARs granted to employees in fiscal year
                  2005**
              **Exercise
                  price of base price**
                **($/Sh)**
              **Expiration
                  date****(a)**
              **(b)**
              **(c)**
              **(d)**
              **(e)**Thomas
                  Loucks (President and CEO)
              750,000
              75%
              $0.30
              400,000
                  on 7/11/2008
                200,000
                  on 7/11/2009
                150,000
                  on 7/11/2010
 
 Aggregated
        Option Exercises in Last Fiscal Year and
 Fiscal
        Year-End Option/SAR Values
  The
        following table contains information concerning the number of shares acquired
        and value realized from the exercise of options by the named executive officer
        during fiscal 2005 and the number of unexercised options held by the named
        executive officer at September 30, 2005.
  **Name**
                **(a)**
              **Shares
                  Acquired**
                **on**
                **Exercise**
                **(b)**
              **Value
                  Realized**
                **$**
                **(c)**
              **Number
                  of Shares of**
                **Common
                  Stock Underlying Unexercised Options**
                **at
                  Year End**
                **(September
                  30, 2005)**
              **Value
                  of Unexercised In-The-Money Options at Year End**
                **(September
                  30 2005)(1) ($)****Exercisable**
              **Unexercisable**
              **Exercisable**
              **Unexercisable**Thomas
                  Loucks
                (CEO)
              --
              --
              800,000
              450,000
              --
              --
 
 (1)
              Options
                  are “in-the-money” if the market price of a share of common stock exceeds
                  the exercise price of the option.
  **Long-Term
        Incentive Plan**
  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.
   77
  **Director
        Compensation**
  For
        fiscal years 2004 and 2005, we granted to each of our current directors 100,000
        shares of our Common Stock, 600,000 shares in the aggregate for 2005 and
        600,000
        shares in the aggregate shares for 2004, pursuant to the 2000 Equity Incentive
        Plan for compensation for their service on the board.
  The
        2005
        grant was made in November 2005 after the end of the Company’s fiscal year and
        is not reflected in the financial statements of the Company for fiscal year
        2005. Additionally, for fiscal 2004, Mr. Ishiung Wu was granted additional
        options in recognition of his 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 follow:
        250,000 vested immediately upon Mr. Wu becoming Chairman, 50,000 vested on
        November 28, 2004, 100,000 vest on May 28, 2005 and 100,000 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 2006. In the future, the
        Company may also 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 comparable compensation at other
        companies in the same industry and at the same stage of development as our
        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.
  **Employment
        Contracts and Arrangements**
  As
        of
        September 30, 2005, there was no employment contract between Trend and Thomas
        Loucks, nor were there any compensatory
        plan or arrangements between Trend and Mr. Loucks, including any payments
        to be
        received from the Company that results or will result from the resignation,
        retirement or any other termination of Mr. Loucks, a change-in-control of
        the
        Company or a change in Mr. Loucks’ responsibilities following a
        change-in-control of the Company, for an amount, including all periodic payments
        or installments, exceeding $100,000.
  On
        November 1, 2005, the Company entered into an
        employment agreement within Mr. Loucks for a term of one year, with the option
        of renewal each year. Under the agreement the Company will pay Mr. Loucks
        $120,000 annually.
 78


**ITEM
      11.**  **SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT** ****




The
      following table sets forth, as of December 12, 2005, certain information
      regarding the ownership of voting securities of Trend by each stockholder known
      to our management to be (i) the beneficial owner of more than 5% of our
      outstanding common stock, (ii) our directors, (iii) our current executive
      officer named in the Summary Compensation Table and (iv) all executive officers
      and directors as a group. We believe that, except as otherwise indicated, the
      beneficial owners of the common stock listed below, based on information
      furnished by such owners, have sole investment and voting power with respect
      to
      such shares.




**Name
                and Address of**
              **Beneficial
                Owner (1)**
            
            **Amount
                and Nature of**
              **Beneficial
                Ownership**
            
            **Percent
                of**
              **Outstanding
                Shares**Thomas
                Loucks (2)
            
            1,110,000
            
            2.67%Jeffrey
                M. Christian (3)
            
            425,630
            
            1.04%Bobby
                E. Cooper
            
            322,912
            
            *John
                P. Ryan (4)
            
            1,601,518
            
            3.90%J.
                Michael Sharratt (5)
            
            562,500
            
            1.37%Ishiung
                J. Wu (6)
            
            721,000
            
            1.75%All
                executive officers and directors
              as
                a group (6 persons) (7)
            
            4,743,560
            
            11.52%5%
                Stockholders:Thomas
                Kaplan (8)
              154
                West 18th Street
              New
                York, New York
            
            14,567,854
            
            30.01%Howard
                Schraub
              c/o
                G. Howard Associates
              525
                East 72ndStreet
              New
                York, NY 10021
            
            4,557,276
            
            10.91%


_______________


*
            Less
                than 1%





79




1.  The
      address of each such person, unless otherwise noted, is c/o Trend Mining
      Company, 5439 South Prince Street, Littleton Colorado 80120.




2.  Includes
      800,000 shares of common stock issuable upon exercise of currently exercisable
      options.




3.  Mr.
      Christian directly owns 307,000 shares and has voting and dispositive control
      with respect to 118,630 shares owned by CPM Group of which he is the majority
      stockholder.




4.  These
      shares include 40,000 shares owned by Nancy Martin, Mr. Ryan's spouse, 4,000
      shares owned by Andover Capital of which Mr. Ryan is a 50% shareholder and
      his
      spouse is a 50% shareholder, 20,000 shares owned by Dotson of which
      Mr. Ryan is a major owner and 250,000 shares issuable upon exercise of
      currently exercisable options.




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




6.  Includes
      400,000 shares of common stock issuable upon exercise of currently exercisable
      options.




7.  These
      shares include 1,400,000 shares issuable pursuant to currently exercisable
      options, 40,000 shares owned by Nancy Martin, Mr. Ryan's spouse, 2,500 shares
      owned by Andover Capital of which Mr. Ryan is a 50% shareholder and his spouse
      is a 50% shareholder, 20,000 shares owned by Dotson of which Mr. Ryan is a
      major
      owner and 118,630 shares owned by CPM Group.




8.  This
      information is based solely on a Schedule 13D/A filed with the SEC on February
      13, 2004. The amount reflects shares, shares issuable upon exercise of warrants
      and shares issuable upon exercise of options held by Mr. Kaplan, Tigris
      Financial Group, Ltd., Electrum LLC, and LCM Holdings, LDC. Mr. Kaplan has
      sole
      voting and dispositive control with respect to 1,000,000 shares owned by Tigris
      of which he is the sole stockholder. Pursuant to a voting trust agreement with
      Electrum, dated March 31, 2000 and amended on March 30, 2001, Mr. Kaplan also
      has sole voting and dispositive control with respect to 12,219,751 shares owned
      by Electrum consisting of (1) 4,307,488 shares of common stock held outright;
      (2) 6,279,761 shares underlying common stock purchase warrants which are
      exercisable at an exercise price of $0.40 per share, (3) 670,000 shares
      underlying common stock purchase warrants which are exercisable at an exercise
      price of $1.50 per share, and (4) 481,251 shares of common stock and 481,251
      shares underlying warrants which are exercisable at an exercise price of $1.50
      per share, which shares and warrants are issuable to Electrum upon conversion
      of
      convertible debt held by Electrum. This agreement with Electrum shall terminate
      by March 2010 unless earlier terminated pursuant to the terms of the agreement.
      Pursuant to a voting trust agreement with LCM, dated August 27, 2003, Mr. Kaplan
      also has sole voting and dispositive control with respect to 1,348,103 shares
      held by LCM consisting of (1) 900,174 shares of common stock held outright;
      (2)
      113,413 shares of common stock underlying common stock purchase warrants which
      are exercisable at an exercise price of $1.50 per share; and (3) 167,258 shares
      of common stock and an additional 167,258 shares of common stock underlying
      common stock purchase warrants which are exercisable at an exercise price of
      $1.50 per share, which shares and warrants are issuable to LCM upon conversion
      of convertible debt held by LCM. This agreement with LCM shall terminate by
      August 27, 2013 unless earlier terminated pursuant to the terms of the
      agreement.




80




**ITEM
      12.**  **CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS**




**Conflicts
      of Interest**




Mr.
      Ryan
      is an officer and director of High Plains Uranium, Inc. which operates only
      in
      the United States while the Company explores for uranium only in Canada. Thus,
      due to the separate locations in which these operate, there is no conflict
      of
      interest between Mr. Ryan’s activities in the Company and in High Plains
      Uranium, Inc. Mr. Ryan is also an officer and/or director of other companies
      which are exploration stage mineral companies. However, none of these other
      companies are focused on exploration for palladium and platinum, and therefore,
      the potential for conflicts of interest are believed to be minimal.




The
      officers, employees, and the outside directors of the Company are periodically
      reminded to comply with the policy discussed by the Board of Directors on
      February 23, 2001 providing that the officers and employees of the Company
      disclose all metal related activities, and that the outside directors of the
      Company only need to disclose to the Board those activities which relate to
      other platinum group metal related opportunities.




With
      regard to the Lake Owen mineral property General Minerals Corporation has an
      ongoing interest in this property and 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
      between the Company, Dr. Wu and General Minerals Corp.




Mr.
      Christian works as a consultant and advisor, through CPM Group, a commodities
      research group, with most major companies involved in platinum group metals.
      Its
      clients include most major producers and refiners of these metals, including
      companies that may have an interest in joint venture arrangements with Trend.
      CPM Group also advises several other platinum group metal exploration companies
      that compete with Trend. It hosts an annual seminar that attracts companies
      such
      as Trend, and Trend has made presentations to investors and others at these
      seminars along with companies that compete with Trend. CPM Group's clients
      also
      include major users of platinum group metals. The Board believes that the
      benefits derived by the Company from Mr. Christian's active involvement in
      the
      industry are substantial and outweigh any risks of possible conflicts of
      interest, and further, such conflicts are also believed to be both minimal
      and
      manageable through timely and adequate disclosure.






81


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 the Company’s Common Stock for
      $100,000, and was granted rights to acquire additional Common Stock and
      warrants. Tigris is wholly owned by Thomas S. Kaplan, who beneficially owns
      approximately 30% percent of the Company’s Common Stock. Tigris assigned certain
      of its rights under the stock purchase agreement to Electrum and the Company’s
      Common Stock is a significant asset of Electrum. Additionally, pursuant to
      a
      voting trust agreement, Mr. Kaplan has voting and dispositive control of all
      of
      the Common Stock owned by Electrum. Therefore, Electrum is deemed to be an
      affiliate of Tigris. Similarly, Mr. Kaplan also has voting and dispositive
      control of all of the Common Stock owned by LCM, which is also a significant
      asset of LCM. Thus, LCM is also deemed to be an affiliate of Tigris.




Pursuant
      to the Stock Purchase Agreement, Tigris and Electrum have the right to
      proportional representation (meaning representation proportional to the relative
      ownership interest in the Company) on the Company’s Board of Directors and the
      right to demand registration rights. They have not exercised their rights to
      representation on the Company’s Board of Directors. In November 2000, Electrum
      requested that the Company register all of the Common Stock, warrants and Common
      Stock underlying the warrants then held by Tigris and Electrum and assigned
      by
      Electrum to others. The Company began the process of registering these shares,
      but due to the lengthy comment period in connection with the registration
      statement with the SEC, the recognition that the officers of the Company were
      spending a great deal of time on these legal matters, and the very significant
      legal and accounting fees which resulted from the process, Electrum later
      determined that it was in the best interest of the Company to drop its demand
      for registration of the shares, warrants, and underlying shares. Additionally,
      pursuant to the Stock Purchase Agreement, the Company agreed to retain the
      CPM
      Group as financial advisors and that at the request of Tigris, the Company
      would
      use reasonable efforts to divest ourselves of the Company’s silver exploration
      properties. In the ordinary course of business, and not at the specific request
      of Tigris, the Company disposed of its Silver Strand Mine and Pyramid Mine
      properties, which did have silver exploration potential, in order to focus
      on
      platinum group metal exploration.




In
      2002,
      Electrum made loans to the Company totaling $520,000. In connection with these
      loans, the Company issued to Electrum warrants to buy 520,000 shares of the
      Company’s Common Stock at a strike price of $1.50 per share. At Electrum’s
      election, the debt could be converted at a price of $1.25 of debt (the
“Conversion Rate”) for one unit (a “Unit”) consisting of one share of the
      Company’s Common Stock and one warrant (a “Unit Warrant”) to purchase one share
      of the Company’s Common Stock for $1.50.




Pursuant
      to an agreement dated January 30, 2002 (the “January 2002 Financing Agreement”),
      the Company borrowed an additional $150,000 from Electrum and Electrum waived
      the 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.




82




On
      February 12, 2004 the parties, pursuant to a settlement agreement, amended
      the
      terms of the loans resulting in the repayment of $68,435.36 to Electrum and
      $23,784.67 to LCM Holdings and also altering the terms of the conversion of
      such
      loans. Pursuant to the February 12th agreement all of the debt now converts
      at
      the price of $1.25 into a unit consisting of one share and one warrant
      exercisable at $1.50 for a period of five years from the date of
      conversion.




Further,
      the parties agreed to cancel all of the existing outstanding LCM and Electrum
      warrants and to reissue new warrants in accordance with the following
      table:




Warrant
      Schedule for Electrum and LCM




**Issued
                to**
            **Number
                of**
              **Shares**
            **Previous
                Expiration**
              **Date**
            **New
                Expiration**
              **Date**
            **Previous
                Price**
              **per
                Share**
            **New
                Price**
              **per
                Share**Electrum
            520,000
            09/30/07
            09/30/06
            $1.00
            $1.50Electrum
            150,000
            01/30/07
            01/30/07
            $1.00
            $1.50LCM
                Holdings LDC
            119,445
            01/09/05
            01/09/04
            $1.00
            $1.50LCM
                Holdings LDC
            113,413
            06/27/07
            06/27/07
            $1.00
            $1.50




During
      July and August 2005, the Company received short-term advances from Thomas
      Loucks ($600,000) and Ishiung Wu ($60,000) an officer and director of the
      Company, for continued operations and to accommodate the due diligence and
      payment of additional extension payments concerning the Andacollo mine. In
      June,
      the Board of Directors agreed to issue to these officers and directors, one
      share of common stock for every ten dollars loaned.




**Consultants**




On
      September 19, 2005, the Company entered into a consulting arrangement with
      Mr.
      Cooper to act as a consultant, advising on various aspects of mining operations
      and, specifically in this instance, to assist in explaining the intricacies
      of
      the Andacollo gold operation to interested investors. The Company and Mr. Cooper
      agreed to a consulting rate of $600 per day. Pursuant to this agreement, on
      November 10, 2005, the board resolved to issue to Mr. Cooper shares of the
      Company’s common for the work Mr. Cooper performed. The fair value of the shares
      on the date of grant was $1,800.




**ITEM
      13.**  **EXHIBITS
      AND REPORTS ON FORM 8-K**




a)  EXHIBITS




3.1
            Certificate
                of Incorporation, effective March 28, 2001. (1)3.2
            Certificate
                of Merger, filed March 28, 2001. (1)3.3
            Bylaws,
                adopted March 28, 2001. (1)4.1
            Form
                of Secured Convertible Promissory Note dated January 27, 2005, having
                a
                conversion rate of $0.30. (12)






83




4.2
            Form
                of Class A Warrant dated January 27, 2005, having an exercise price
                of
                $0.50. (12)4.3
            Form
                of Class B Warrant dated January 27, 2005, having an exercise price
                of
                $0.40. (12)4.4
            Form
                of Secured Convertible Promissory Note dated July 28, 2005, having
                a
                conversion rate of $0.30. (13)4.5
            Form
                of Class A Warrant dated July 28, 2005, having an exercise price
                of $0.50.
                (13)4.6
            Form
                of Class B Warrant dated July 28, 2005, having an exercise price
                of $0.40.
                (13)9.1
            Voting
                Trust Agreement, dated as of March 31, 2000, by and between Thomas
                Kaplan
                and Electrum LLC. (2)9.2
            Amendment
                to Voting Trust Agreement, dated as of March 31, 2001, by and between
                Thomas Kaplan and Electrum LLC. (3)9.3
            Voting
                Trust Agreement, dated as of August 27, 2003, by and between Thomas
                Kaplan
                and LCM Holdings, LDC. (4)10.1
            Stock
                Purchase Agreement, dated as of December 29, 1999, between Tigris
                Financial Group Ltd. and the Company. (5)10.2
            Amendment
                to Stock Purchase Agreement, dated as of June 27, 2000, by and between
                Electrum LLC and the Company; and Warrant Agreement, dated June 9,
                2000,
                by and between the Company and Tigris Financial Group Ltd.
                (5)10.3
            Letter
                Agreement, dated November 10, 2000, by and between the Company and
                Electrum LLC. (6)10.4
            Letter
                Agreement, dated November 17, 2000, by and between the Company and
                Electrum LLC. (6)10.5
            Loan
                Facility Agreement, dated December 6, 2000, by and between the Company
                and
                Electrum LLC. (6)10.6++
            2000
                Equity Incentive Plan, adopted February 23, 2001. (7)10.7
            Loan
                Agreement, dated March 12, 2001, by and between the Company and Electrum
                LLC. (8)10.8
            Letter
                Agreement, dated April 11, 2001, by and between the Company and Electrum
                LLC. (9)






84




10.9
            Form
                of Loan Facility, dated August 16, 2001, between the Company and
                Lillian
                Berger.(10)10.10
            Loan
                Facility, dated September 28, 2001, between the Company and Lillian
                Berger. (10)10.11
            Form
                of Loan Facility, dated October 22, 2001, between the Company and
                LCM
                Holdings, LDC.(10)10.12
            Bill
                of Sale, dated November 12, 2001, relating to the Pyramid property,
                by and
                between the Company and Western Goldfields, Inc., fka Calumet Mining
                Company. (10)10.13
            Loan
                Facility, dated December 18, 2001, between the Company and Larry
                Buchanan.
                (10)10.14
            Form
                of Agreement to Readjust Certain Terms of Loans & Warrants, dated
                January 30, 2002, by and between the Company, Electrum LLC, LCM Holdings,
                Ltd., the Estate of Lillian Berger and Larry Buchanan.
                (10)10.15
            Form
                of Transfer of Lake Owen Option Agreement, dated February 2002, by
                and
                among General Minerals Corporation, the Company, Ron Nash and Howard
                Schraub. (10)10.16
            Form
                of Sale of Lake Owen Option Agreement and Exercise of Option, dated
                March
                15, 2002, by and between the Company and Howard Schraub.
                (10)10.17
            Form
                of Sale of Lake Owen Option Agreement and Exercise of Option, dated
                March
                15, 2002, by and between the Company and Ron Nash. (10)10.18
            Form
                of Loan Facility, dated June 27, 2002, between the Company and LCM
                Holdings, LDC. (10)10.19++
            Amended
                Employment Agreement, dated September 1, 2002, by and between the
                Company
                and John P. Ryan. (10)10.20
            Cancellation
                of share of Series A Preferred Stock, dated October 1, 2002, by the
                Company and Thomas Kaplan. (10)10.21
            Form
                of Subscription Agreement in connection with October - December 2002
                private placement. (10)10.22
            Form
                of Subscription Agreement, dated December 29, 2002, by and between
                the
                Company and Kurt J. Hoffman for 169,160 shares of the common stock
                of the
                Company. (10)10.23
            Form
                of Subscription Agreement, dated January 14, 2003, by and between
                the
                Company and John P. Ryan for 450,000 shares of the common stock of
                the
                Company. (10)






85




10.24
            Promissory
                Note, dated August 29, 2003, from the Company to CGT Management Ltd.
                (10)10.25
            Form
                of Amendment to Promissory Note, dated November 27, 2003, by and
                between
                the Company and CGT Management Ltd. (10)10.26*
            Waiver
                Agreement dated February 12, 2004, by and between the Company and
                Electrum
                LLC, and between the Company and LCM Holdings LDC. (15)10.27*
            Amended
                Loan and Warrant Agreement dated February 12, 2004, by and between
                the
                Company and Electrum LLC, and between the Company and LCM Holdings
                LDC.
                (15)10.28
            Lease
                Agreement effective as of September 2, 2004 by and between the Company
                and
                Lloyd Clark. (11)10.29
            Joint
                Venture Agreement effective as of January 1, 2005, by and between
                the
                Company and Aurora Metals (BVI) Limited. (11)10.30
            Form
                of Subscription Agreement dated as of January 27, 2005 by and among
                Trend
                Mining Company and the purchasers identified therein.
                (12)10.31
            Form
                of Pledge and Security Agreement dated as of January 27, 2005 by
                and among
                Trend Mining Company and the secured parties identified
                therein.(12)10.32
            Form
                of Limited Standstill Agreement dated as of January 27, 2005 by and
                among
                Trend Mining Company and the stockholders identified therein.
                (12)10.33
            Amendment,
                Waiver and Consent to Transaction Documents Agreement, dated as of
                July
                28, 2005, by and among Trend Mining Company and the purchasers identified
                therein. (13)10.34
            Share
                Purchase Agreement, dated as of September 20, 2005, between Trend
                Mining
                Company and Pacific Rim Mining Corp. (14)10.35
            Charge,
                dated September 20, 2005, between Trend Mining Company and Pacific
                Rim
                Mining Corp. (14)10.36
            Deed
                of Assignment, dated as of September 20, 2005, between Trend Mining
                Company and Pacific Rim Mining Corp. (14)14*
            Code
                of Ethics23.1+
            Consent
              of Williams & Webster, P.S.31.1+
            Certification
                of Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a)
                of the
                Securities Exchange Act of 1934, as amended.31.2+
            Certification
                of Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a)
                of the
                Securities Exchange Act of 1934, as amended.32.1+
            Certification
                of the Principal Executive Officer Pursuant to 18 U.S.C. Section
                1350.32.2+
            Certification
                of the Principal Financial Officer Pursuant to 18 U.S.C. Section
                1350.





86


+
            Filed
                herewith.*
            Incorporated
                by reference to the Company’s Annual Report on Form 10-KSB for the fiscal
                year ended September 30, 2005 filed with the Commission on January
                13,
                2006, File No. 000-31159.++
            Indicates
                an exhibit that constitutes an executive compensation
                plan.(1)
            Incorporated
                by reference to the Company’s Current Report on Form 8-K dated March 28,
                2001, File No. 000-31159.(2)
            Incorporated
                by reference to Schedule 13D by Thomas S. Kaplan, filed with the
                Commission on October 4, 2000, File No. 005-59667.(3)
            Incorporated
                by reference to Schedule 13D/A by Thomas S. Kaplan, filed with the
                Commission on May 23, 2001, File No. 005-59667.(4)
            Incorporated
                by reference to Schedule 13D/A by Thomas S. Kaplan, filed with the
                Commission on November 21, 2003, File No. 005-59667.(5)
            Incorporated
                by reference to the Company’s Registration Statement on Form 10-SB,
                Amendment No. 1, filed with the Commission on September 27, 2000,
                File No.
                000-31159.(6)
            Incorporated
                by reference to the Company’s Annual Report on Form 10-KSB for the fiscal
                year ended September 30, 2000, File No. 000-31159.(7)
            Incorporated
                by reference to the Company’s definitive Proxy Statement on Schedule 14A,
                filed with the Commission on January 29, 2001.(8)
            Incorporated
                by reference to the Company’s Registration Statement on Form 10-SB,
                Amendment No. 4, filed with the Commission on March 26, 2001, File
                No.
                000-31159.(9)
            Incorporated
                by reference to the Company’s Registration Statement on Form 10-SB,
                Amendment No. 5, filed with the Commission on May 25, 2001, File
                No.
                000-31159.(10)
            Incorporated
                by reference to the Company’s Annual Report on Form 10-KSB for the fiscal
                year ended September 30, 2003 filed with the Commission on January
                21,
                2004, File No. 000-31159.(11)
            Incorporated
                by reference to the Company’s Registration Statement on Form SB-2,
                Amendment No. 1, filed with the Commission on August 8, 2005, File
                No.
                333-124144.(12)
            Incorporated
                by reference to the Company’s Current Report on Form 8-K dated January 28,
                2005, File No. 000-31159.(13)
            Incorporated
                by reference to the Company’s Current Report on Form 8-K dated August 2,
                2005, File No. 000-31159.(14)
            Incorporated
                by reference to the Company’s Current Report on Form 8-K dated September
                23, 2005, File No. 000-31159.(15)
            Incorporated
                by reference to the Company’s Annual Report on Form 10-KSB for the fiscal
                year ended September 30, 2004 filed with the Commission on January
                13,
                2005, File No. 000-31159.





87




**(b)**
            **Reports
                on Form 8-K**




On
      October 6, 2004, we filed a Current Report on Form 8-K disclosing that the
      Company signed an option to purchase mining claims totaling approximately 17
      square kilometers (approximately 6.5 square miles) in the Athabasca Basin of
      Saskatchewan in an area known as Diabase Peninsula. The terms of the option
      require that the Company perform a minimum of approximately $CDN 21,000 worth
      of
      field work per year and pay property payments of CDN 15,000, $20,000, and
      $30,000, respectively, in each of the first three years. The Company may
      exercise its right to purchase the claims for $CDN 1 million any time during
      the
      first eight years of the option, at which time the property remains subject
      to a
      3% gross royalty on any and all minerals produced.




On
      December 9, 2004, we filed a Current Report on Form 8-K disclosing that the
      Company received commitments for approximately $2,000,000 million in connection
      with a debt offering, with $250,000 closed as the day before, and a further
      $1,750,000 expected to close within ten days of this release. The Company
      intends to use the funds to payoff or settle all of its existing trade accounts
      payable and to fund exploration work on its mineral projects in North
      America.




On
      December 14, 2004, we filed a Current Report on Form 8-K disclosing that the
      Company completed a secured convertible debt financing of up to $2,000,000
      whereby the Company issued promissory notes convertible into common stock with
      a
      conversion price of $0.30 per share and two classes of warrants to purchase
      common stock exercisable at $0.40 and $0.50, respectively.




On
      December 14, 2004, we filed a Current Report on Form 8-K disclosing that the
      Company signed a Letter of Intent with Nuinsco Resources Limited as a prelude
      to
      a joint venture agreement relating to Trend's Cree Lake/Diabase Peninsula
      Project in Saskatchewan. Under the joint venture arrangements, Nuinsco will
      assume operating management and exploration for uranium mineralization on mining
      claims that Trend owns or holds under a purchase option in the Athabasca Basin.
      In return, Nuinsco can earn 50% by spending $CDN 1 million on exploration of
      Trend's land position over three years.




On
      January 28, 2005, we filed a Current Report on Form 8-K disclosing that the
      Company entered into a Subscription Agreement with certain institutional and
      accredited investors providing for the issuance and sale of $1,300,000 of
      secured convertible promissory notes of the Company convertible into shares
      of
      its common stock at a conversion price of $0.30 per share. The Company also
      issued two classes of warrants exercisable into common stock at $0.40 and $0.50
      per share. The Company closed on $250,000 of the total $1,300,000 purchase
      price
      pursuant to a subscription agreement entered into on December 8, 2004 by the
      Company and certain of the investors. The financing documents entered into
      on
      January 27, 2005 supercedes and replaces the financing documents entered into
      in
      connection with that prior offering,




On
      March
      29, 2005, we filed a Current Report on Form 8-K disclosing the Company’s planned
      exploration activities on its mineral projects for the remainder of calendar
      year 2005.




On
      June
      27, 2005, we filed a Current Report on Form 8-K disclosing that the Company
      entered into an option agreement to acquire the Andacollo gold mine in Chile
      from Pacific Rim Mining Corporation for $5,400,000 in cash. The Company paid
      $300,000 of the purchase price upon signing the letter of intent, $2,700,000
      is
      due on closing, $1,000,000 12 months thereafter, and $1,400,000 24 months
      thereafter.




On
      August
      2, 2005, we filed a Current Report on Form 8-K disclosing that the Company
      entered into an Amendment, Waiver and Consent to Transaction Documents
      Agreement, amending the Subscription Agreement, dated as of January 27, 2005
      by
      and among the Company and certain accredited investors, and other financing
      documents entered into in connection with the Subscription Agreement, providing
      for the issuance and sale of $350,000 of secured convertible promissory notes
      convertible into shares of its common stock at a conversion price of $0.30
      per
      share. The Company also issued two classes of warrants exercisable into common
      stock at $0.40 and $0.50 per share.




88




On
      September 23, 2005, we filed a Current Report on Form 8-K disclosing that the
      Company entered into a share purchase agreement with Pacific Rim Mining Corp
      whereby Pacific Rim sold to the Company all of the issued and outstanding shares
      of its wholly-owned subsidiary, DMC Cayman Inc, consisting of 12,975,919
      ordinary shares and 56,564,757 preference shares, and assigned to the Company
      a
      loan that Pacific Rim made to DMC in an amount equal to CAD $8,476,898. The
      total consideration to be paid by the Company to the Seller will be the sum
      of
      US $5,400,000, to be allocated as to the sum of US $200 to the Shares (being
      the
      sum of US $100 to the ordinary shares and US $100 to the preference shares),
      and
      as to the sum of US $5,399,800 to the Loan. The Company has made cash payments
      of US $3,000,000 to the Seller and will pay future payments of US $1,000,000
      and
      US $1,400,000 in September of 2006 and 2007, respectively. The Company, in
      turn,
      sold 9,083,143 ordinary shares of DMC to David H. Russell, an accredited
      investor, for a purchase price of US $2,100,000.




On
      October 28, 2005, we filed a Current Report on Form 8-K disclosing that the
      Company’s partner in uranium exploration, Nuinsco Resources, identified and
      confirmed strong geochemical and geophysical anomalies on portions of the
      Diabase Peninsula in the Athabasca Basin of Saskatchewan that the Company owns,
      subject to Nuinsco’s 50% interest in the project’s earnings.




On
      November 7, 2005, we filed a Current Report on Form 8-K disclosing the Company’s
      exploration results for 2005.




On
      December 5, 2005, we filed a Current Report on Form 8-K disclosing the Company’s
      sale of its remaining 30% interest in the Andacollo gold mine, to David H.
      Russell who previously purchased the other 70%, in return for reimbursement
      of
      all of Trend's acquisition costs related to purchase of the 30% interest as
      well
      as Trend's diligence costs and out of pocket expenses, plus a 1% net smelter
      returns royalty on any and all mineral production from the mine and a back-in
      right to reacquire the 30% interest any time through April 1, 2006.






89





**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 2005 were pre-approved by the Audit
        Committee.
  **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 the fiscal years 2005 and 2004 were $34,056 and $42,300,
        respectively, net of expenses.
  **AUDIT-RELATED
        FEES**
  There
        were no fees billed in each of the last two fiscal years for assurance and
        related services by Williams & Webster that are 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**
  The
        aggregate fees billed by Williams & Webster for professional services
        rendered for tax compliance purposes for the fiscal years 2005 and 2004 were
        $0
        and $4,948, respectively.
  **ALL
        OTHER FEES**
  There
        were no fees billed by Williams & Webster P.S. for other services during the
        fiscal years 2005 and 2004.
  Fiscal
                2005
              
              Fiscal
                2004Audit
                  fees
              $34,056
              
              $42,300Consulting
                  fees
              $0
              
              $0Tax
                  fees
              $0
              
              $4,948Other
                  fees
              $0
              
              $0Total
                  fees
              $34,056
              
              $47,248
 
 90





**SIGNATURES**




In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report on Form 10-KSB to be signed on its behalf by the undersigned,
      thereunto duly authorized.




TREND
              MINING
              COMPANYDated:
              February 1, 2006
            By:
            /s/ Thomas
              A.
              LoucksName:
              Thomas A. LoucksTitle:  
              President and Chief Executive
              Officer


By:
            /s/
              John P. RyanName:
John
              P. RyanTitle:  
              Chief Financial
              Officer






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