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

                                  FORM 10-KSB/A
  (MARK ONE)

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

                  FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2000

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

            FOR THE TRANSITION PERIOD FROM ___________ TO ___________

                         Commission file number 0-31159

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

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

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

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

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

                                      None

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

                                  Common Stock
                                (Title of Class)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /

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

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

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

     The number of shares of Common Stock outstanding as of December 15, 2000
was 18,451,309.

                       DOCUMENTS INCORPORATED BY REFERENCE

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

ITEMS 1 AND 2. DESCRIPTION OF BUSINESS AND PROPERTY

     Trend Mining Company, incorporated in Montana in 1968, has been engaged
since 1998 in the acquisition and exploration of platinum group metals
properties, primarily in the United States. From 1968 through 1984, our
activities consisted primarily of acquiring, exploring and leasing to third
parties properties with silver potential. From 1984 to late 1996, our company
was dormant. We are an exploration stage company, and our activities have been
limited to exploring and acquiring rights to explore properties which we believe
are prospective for platinum group metals. We have identified and commenced
prospecting efforts in several areas in favorable geologic terrain in Wyoming,
Montana, Nevada, Oregon, California and Saskatchewan, Canada. There can be no
assurance that any of our properties contain a commercially viable ore body or
reserves. None of our properties are in production, and consequently we have no
operating income or cash flow.

     We intend to reincorporate in Delaware in the near future, subject to the
approval of our Board of Directors and our shareholders. In connection with
reincorporation, we would amend our charter to increase substantially the number
of authorized shares of common stock from 30,000,000 to 100,000,000 shares, to
authorize the issuance of 20,000,000 shares of preferred stock by action of the
Board of Directors without stockholder approval, to authorize the issuance of
Series A preferred stock and to eliminate cumulative voting for directors. Each
issuance by us of equity securities would require the consent of the holder of
the Series A preferred stock. See "Certain Relationships and Related
Transactions - Tigris Financial Group Ltd. and Electrum LLC."

     As used in this Form 10-KSB, "TREND MINING," "TREND," "OUR COMPANY," "WE"
and "OUR" refer to Trend Mining Company. Prior to February 1999, our corporate
name was Silver Trend Mining Company.

     Six metals comprise the platinum group metals: 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 certain 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. Platinum's largest use is for 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
gasolines and fuel cells.

     According to publications of the CPM Group, which is managed and majority
owned by Jeffrey Christian, one of our directors, approximately 6.9 million
ounces of palladium and 5.1 million ounces of platinum were consumed in 1999,
with less than five percent of palladium and slightly less than one third of
platinum used for jewelry manufacture. CPM Group reports that palladium prices
averaged approximately $359 per ounce in 1999, an increase of approximately 29
percent over the previous year, and have averaged approximately $585 per ounce
in the first eleven months of 2000. Platinum prices averaged approximately $373
per ounce in 1999, a slight increase over 1998 prices, and have averaged
approximately $475 in the first eleven months of 2000, their highest levels
since 1990. Trend was a sponsor of this CPM Group survey.
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                             EXPLORATION PROPERTIES

     We currently own 14 platinum group metals mineral exploration properties
and have the right to acquire two such properties. These properties are
described below. See "Property Location Maps" for maps showing the location of
each property.

LAKE OWEN, WYOMING

     LOCATION AND ACCESS. The Lake Owen platinum group metals property is
located in Albany County, Wyoming, in the Medicine Bow-Routt National Forest.
The Lake Owen property is approximately 40 miles southwest of Laramie, Wyoming
and can be reached by paved highways and gravel roads.

     LAND STATUS. In July 1999, we entered into a three-year option agreement
with General Minerals Corporation, owner of a block of unpatented mining claims
comprising a portion of the Lake Owen property, that gives us the option to earn
a 100% interest in 104 unpatented claims. General Minerals acquired some of
these unpatented mining claims from Chevron Minerals in the early 1990s, and
subsequently located additional claims. Terms of that agreement (as subsequently
amended) include the following:

     -    To keep the option in effect, we were required to pay General Minerals
          a total of $40,000 during 1999 and 2000. All of those payments have
          been made.

     -    To keep the option in effect, we are obligated to incur exploration
          expenditures of not less than $750,000 by July 27, 2002, with no less
          than $150,000 in exploration expenditures being completed by July 27,
          2000. The expenditures required by July 27, 2000 have been completed.

     -    On the effective date of the option agreement, we issued to General
          Minerals 715,996 shares of our common stock, and in May 2000, we
          issued an additional 129,938 shares to General Minerals, giving it
          approximately 25% of our outstanding common stock at that time. We
          have subsequently issued an additional 200,000 shares of our common
          stock and warrants exercisable until June 2002 to purchase an
          additional 200,000 shares of common stock to General Minerals pursuant
          to an amendment to the option agreement, and have issued 416,961
          shares to General Minerals upon exercise of their preemptive rights
          under the original option agreement. The shares owned by General
          Minerals now represent approximately 9% of our outstanding common
          stock.

     -    If we exercise the option to acquire a 100% interest in these 104
          unpatented mining claims by completing the exploration expenditures
          described above, those claims will be subject to a 4% net profits
          interest with respect to ore mined from the property payable to either
          Chevron Minerals, which originally located certain of the claims, or
          to General Minerals.

     We located an additional 509 unpatented mining claims in an agreed area of
interest near the Lake Owen property in the first half of 2000. We are obligated
to pay to Chevron Minerals or General Minerals a 4% net profits interest with
respect to these claims and any other claims we acquire in an area of interest.

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

     EXPLORATION PLANS. The exploration program for the Lake Owen property has
been divided into three phases that we currently plan to conduct over a
three-year period which began in March 2000. In phase one, we plan to focus on
the evaluation of existing geologic data generated by Chevron Minerals, and on
geologic logging and assaying of existing drill core. Phase two is expected to
involve continued field exploration, including geologic mapping, geochemical
sampling, and geophysical surveys to define drill targets. We expect phase three
to consist of a diamond drilling program intended to better delineate known
precious metal anomalies and to include exploration for new zones of
higher-grade platinum group metals mineralization.

     GEOLOGY AND MINERALIZATION. The Lake Owen property is a
platinum-gold-palladium occurrence hosted in an extensive layered igneous
intrusive complex with a lateral dimension of approximately four by six miles.
The complex is about 1.4 billion years old and 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 have
been identified at Lake Owen. The upper zone has been traced for about six miles
along strike. The middle zone is about 1,500 feet stratigraphically below the
upper zone, while the lower zone is situated approximately 5,500 feet
stratigraphically below the upper zone. Surface geochemical sampling identified
one additional platinum group metal zone, although the outcrop exposure in this
fourth zone is limited and the extent of the anomaly has not yet been defined.

     Drill intercepts encountered to date at the Lake Owen property contain
encouraging mineralization of combined platinum group metals and gold. The
majority of the platinum group metals mineralization encountered in the Chevron
Minerals drilling program remains untested along both strike and dip.

ALBANY, WYOMING

     LOCATION AND ACCESS. The Albany platinum group metals property is also
located in southwest Albany County, Wyoming, approximately 35 miles southwest of
Laramie in the Medicine Bow-Routt National Forest. The Albany property is
accessible by an unimproved dirt road.

     LAND STATUS. We located six unpatented mining claims in this area in
mid-1999 and own a 100% interest in the claim block.

     EXPLORATION HISTORY. Minor exploration for platinum group metals has been
conducted previously in the Albany property area. We have no specific data
regarding previous exploration activities or results.

     GEOLOGY AND MINERALIZATION. The Albany property is a
platinum-palladium-rhodium occurrence hosted along the contact of mafic dikes
and a granite stock on the northern edge of a large iron-

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magnesium-rich complex. Our limited geochemical sampling program conducted in
1999 returned encouraging platinum group metal values.

SPRUCE MOUNTAIN, WYOMING

     LOCATION AND ACCESS. The Spruce Mountain platinum group metals property is
located in Albany County, Wyoming, in the Medicine Bow-Routt National Forest.
The Spruce Mountain property is approximately 35 miles southwest of Laramie,
Wyoming and can be reached by paved highways and gravel roads.

     LAND STATUS. We staked 42 unpatented mining claims in this area in
mid-2000 and own a 100% interest in the claim block.

     EXPLORATION HISTORY. Spruce Mountain is situated near our Lake Owen
property and the northwestern margin of the Lake Owen layered ultramafic/mafic
intrusive complex and is surrounded to the north by the New Rambler and
Centennial West platinum group metals districts, and to the west by the Mullen
Creek layered ultramafic/mafic intrusion. Historically, exploration has been
conducted in the region for gold, silver, base metals and platinum group metals.

     GEOLOGY AND MINERALIZATION. Our claims are located on a platinum group
metals occurrence within mafic intrusives along an interpreted northwest to
east-west trending structural zone. The area is characterized by intense
shearing and hydrothermal alteration, which apparently concentrated the platinum
group metals that were present in the surrounding mafic host rocks.

CENTENNIAL WEST, WYOMING

     LOCATION AND ACCESS. The Centennial West platinum group metals property is
located in Albany County, Wyoming, in the Medicine Bow-Routt National Forest.
The Centennial West property is approximately 35 miles southwest of Laramie,
Wyoming and can be reached by paved highways and gravel roads.

     LAND STATUS. We staked 179 unpatented mining claims in this area in
September 2000 and own a 100% interest in the claim block.

     EXPLORATION HISTORY. Exploration has occurred throughout this area
historically, and small amounts of platinum group metals were produced by placer
mining from drainages.

     GEOLOGY. Mafic, ultramafic and metamorphic rocks overlie and host several
known hydrothermal platinum group metal occurrences in dikes, veins and shear
zones. Placer gold and platinum group metals are present in several streams that
drain the area.

DOUGLAS CREEK, WYOMING

     LOCATION AND ACCESS. The Douglas Creek platinum group metals property is
located in Albany County, Wyoming, in the Medicine Bow-Routt National Forest.
The Douglas Creek property is approximately 35 miles southwest of Laramie,
Wyoming and can be reached by unimproved roads.

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     LAND STATUS. We staked 34 unpatented mining claims in this area in October
2000 and own a 100% interest in the claim block.

     EXPLORATION HISTORY. Exploration has occurred throughout this area
historically, and minor gold and platinum group metals placer mining has
occurred in several drainages in the area.

     GEOLOGY AND MINERALIZATION. Mafic, ultramafic and metamorphic rocks overlie
and host several known hydrothermal platinum group metal occurrences in dikes,
veins and shear zones. Placer gold and platinum group metals are present in
several streams that drain the area.

KEYSTONE, WYOMING

     LOCATION AND ACCESS. The Keystone platinum group metals property is located
in Albany County, Wyoming, in the Medicine Bow-Routt National Forest. The
Keystone property is approximately 35 miles southwest of Laramie, Wyoming and
can be reached by unimproved roads.

     LAND STATUS. We staked 121 unpatented mining claims in this area in October
2000 and own a 100% interest in the claim block.

     EXPLORATION HISTORY. Exploration has occurred throughout this area
historically, and minor gold and platinum group metals placer mining has taken
place in drainages in the area.

     GEOLOGY AND MINERALIZATION. Our claims are located on the eastern portion
of the Mullen Creek layered intrusive complex, which consists of strongly
deformed and metamorphosed mafic and ultramafic rocks. The area is situated on
the southwest portion of the New Rambler mining district.

VANGUARD, MONTANA

     LOCATION AND ACCESS. The Vanguard platinum group metals property, formerly
named Lady of the Lake, is located on Bureau of Land Management land in Madison
County, Montana. The property is approximately 12 miles northeast of Sheridan
and is accessible only by helicopter or trail.

     LAND STATUS. In early 2000, we located 121 unpatented mining claims in the
Lady of the Lake layered iron-magnesium-rich complex. We own a 100% interest in
the claim block.

     EXPLORATION HISTORY. The Vanguard area was initially mapped and
geochemically sampled in the mid 1980s by a small exploration company. Our
review of the results of that program indicates the existence of anomalous
platinum, palladium and gold values throughout the district. In 1987, that
company staked unpatented mining claims, which covered the known anomalous
mineralization. Shortly thereafter, a third party who had leased the claim group
began a surface mapping and sampling program. After approximately one year, the
lease was terminated, and the original locator continued to perform exploration
work on the claims sporadically during the 1990s. The claims were abandoned
prior to the location of our claims. Our claim block covers the same ground that
had been covered by the previous claims.

     GEOLOGY AND MINERALIZATION. The Vanguard property is a
platinum-palladium-gold occurrence hosted in an iron-magnesium-rich layered
intrusive complex that is approximately 1,500 feet thick. Three zones, from
bottom to top, characterize this layered complex. The lowermost zone is formed
of

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coarse-grained, dark, chrome-iron-magnesium-rich rocks, and the rocks become
progressively lighter in color, less rich in iron and magnesium and more soda
and lime enriched towards the top.

     A large body of granite of Cretaceous age intersects portions of the
complex, and geologic mapping evidence suggests that this intrusive may
represent a possible border phase of the granite itself. Sulfides in the layered
intrusive complex consist of pyrite and chalcopyrite, which were probably formed
with the rocks. These sulfides are also concentrated in younger hydrothermal
veins. A third type of sulfide occurrence is observed as a "reef" zone. The
highest platinum group metals values are associated with the middle portion of
the complex and the sulfide reef. The reef is poorly exposed, but where it crops
out, the zone ranges in thickness from five to ten feet. Select samples
collected from the sulfide reef showed encouraging platinum and gold
mineralization.

INTREPID, MONTANA

     LOCATION AND ACCESS. The Intrepid platinum group metals property is
comprised of eight unpatented mining claims located within the Vanguard claim
block in Madison County, Montana. The property is approximately 12 miles
northeast of Sheridan and is accessible only by helicopter or trail.

     LAND STATUS. In March 2000, we entered into a three year lease and option
agreement under which we have the right to acquire a 100% interest in the
Intrepid claims. Upon entering into the agreement, we paid the claim owners
$5,800 and 100,000 shares of common stock. Under this agreement, the Company is
obligated to incur exploration expenditures of not less than $10,000 by
September 30, 2001, $15,000 by March 4, 2002 and $15,000 by March 4, 2003. In
addition, the Company must make advance royalty payments of $10,000 by March 4,
2001, $25,000 by March 4, 2002 and $35,000 each year thereafter. In March 2001,
the Company and the claim holders agreed to replace the March $10,000 advance
royalty payment with a $9,000 payment due May 11, 2001. In connection with this
agreement, the Company issued to the holders 3,000 shares of common stock on
March 11 with an aggregate value of $2,400.

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

     EXPLORATION HISTORY. The Intrepid claims are located within the Vanguard
claim block. See "- Vanguard, Montana - Exploration History."

     GEOLOGY AND MINERALIZATION. The Intrepid claims are located within the
Vanguard claim block. See "- Vanguard, Montana - Exploration History."

MCCORMICK CREEK, MONTANA

     LOCATION AND ACCESS. The McCormick Creek platinum group metals property is
located in northwest Missoula County, Montana, approximately 34 miles northwest
of Missoula. McCormick Creek can be reached by public highways and access roads,
and an unimproved dirt road.

     LAND STATUS. We located 36 unpatented mining claims in the McCormick Creek
area in 2000 and own a 100% interest in the claim block.

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     EXPLORATION HISTORY. The history of mineral exploration in the McCormick
Creek area is currently unknown.

     GEOLOGY AND MINERALIZATION. The McCormick Creek property is a
platinum-palladium-gold occurrence hosted in a mafic dike that intruded altered
sediments of the Burke Formation, which is the lowermost section of the Ravalli
Group within the Belt Supergroup. The dike at McCormick Creek is one of a series
of sub-parallel, repetitious mafic dikes that intruded the Ravalli quartzites
throughout the region.

     The mafic dike that occurs on our property is located due south of the past
producing Green Mountain copper-gold-platinum mine, which is situated on the
Flathead Indian Reservation. The mafic dike is possibly similar to, or possibly
an extension of, the Green Mountain dike. The dike may be geologically similar
with respect to primary sulfide mineralogy and associated platinum group and
precious metal mineralization.

STILLWATER COMPLEX CLAIMS, MONTANA

     LOCATION AND ACCESS. The Stillwater Complex Claims platinum group metals
property is located in Stillwater County in south central Montana. The claims
are situated approximately five miles southeast of Nye, Montana and can be
reached by paved highways and gravel roads.

     LAND STATUS. We staked 395 unpatented lode claims in three separate claim
blocks in the Stillwater mafic-ultramafic layered intrusive complex in south
central Montana from July through October 2000. We own a 100% interest in each
of the claim blocks.

     EXPLORATION HISTORY. Johns-Manville Corporation geologists discovered
palladium and platinum in this area, approximately one mile from our claims,
during the early 1970s. This discovery was developed as the Stillwater mine,
which is the largest producer of platinum group metals in North America

     GEOLOGY AND MINERALIZATION. Our claims are located within the Stillwater
mafic-ultramafic layered intrusive complex and present a number of platinum
group metal targets including chromite "reef"-type occurrences, basal massive
sulfide deposits containing nickel, copper and platinum group metals, and
hydrothermal-type targets.

PETER LAKE, SASKATCHEWAN, CANADA

     LOCATION AND ACCESS. The Peter Lake platinum group metals property,
formerly named Reindeer Lake, is located near Peter Lake in northern
Saskatchewan, Canada, approximately 190 air miles north/northeast from La Ronge,
Saskatchewan. The property is accessible only by airplane or helicopter.

     LAND STATUS. The Peter Lake property consists of five mining claim units
covering approximately 27,000 hectares, or 67,000 acres, or about 100 square
miles. We own 100% of the mining claim units.

     EXPLORATION HISTORY. The Peter Lake claims are a portion of the Peter Lake
intrusive complex. In 1982, exploration geologists discovered platinum and
palladium-bearing sulfides in this area. During the mid-1980s, additional
exploration revealed that the lower gabbroic sequence contained
platinum-

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palladium-copper-nickel occurrences spread over a strike length of
approximately 81 miles. Additional exploration work was completed this year by
another company.

     GEOLOGY AND MINERALIZATION. The Peter Lake complex, with a length of 180
kilometers (approximately 112 miles) and a width of 30 kilometers (approximately
19 miles), is one of the largest layered complexes in the world. The Peter Lake
complex represents reef type platinum group metals mineralization that has
undergone some metamorphism and hydrothermal remobilization.

     Two types of mineralization are present in the Archaean aged Peter Lake
layered complex. The lowermost sequence of the complex consists of primarily
cumulate layering of anorthosite and pyroxenite with sulfides concentrated at
the lithological boundaries. Metamorphism has altered pyroxenes to amphiboles
and obliterated much of the layering. The thickness of this zone is
approximately 2 kilometers. An upper sequence separated by a gneissic and
granitic zone shows, in its basal part, textures that include marginal mixed
magma textures, inclusion breccia zones and plagioclase-hornblende veinlets, as
well as hosting ultramafic and mafic dykes. The upper sequence has a width of
over 1.5 kilometers.

HARD ROCK JOHNSON, NEVADA

     LOCATION AND ACCESS. The Hard Rock Johnson platinum group metals property
is located on Bureau of Land Management land in Clark County, Nevada,
approximately 25 miles southwest of the town of Mesquite. The property is
accessible by a gravel road.

     LAND STATUS. We located 13 unpatented mining claims in this area in 1999
and early 2000 and own a 100% interest in the claim block.

     EXPLORATION HISTORY. The Hard Rock Johnson property is located along the
northern flank of the Virgin Mountains within the Bunkerville (Copper King)
Mining District. Two principal copper and precious metals mines, the Key West
and Great Eastern, have been worked sporadically from the 1890s, when copper was
discovered in the area. A third party currently controls the 140 acres of
patented land and eight unpatented lode claims that encompass the Key West and
Great Eastern mines, adjoining our mining claims. Our claims cover the on-strike
extension of the mineralized zone to the northeast.

     GEOLOGY AND MINERALIZATION. The Hard Rock Johnson property is located
within the historic Bunkerville Mining district, which produced platinum,
palladium, gold, silver, copper, lead, nickel, tungsten and cobalt. The claims
are situated within a northeast-trending belt of gneiss and schist that is
crosscut by fault zones and intruded by irregular, coarse grained dikes.
Precious and base metal mineralization is hosted within dikes that occur
throughout the project area.

     The zone of mineralization is over 2,000 feet wide and extends at least two
miles in strike length along a north 70 degrees east structural zone that is
parallel to the regional metamorphic foliation. The primary sulfides associated
with platinum group metals are chalcopyrite, pyrite, pyrrhotite, and magnetite,
which occur as disseminated grains and pods throughout the dikes. Platinum and
nickel are most likely associated with magmatic pyrite.

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WILLOW SPRINGS, NEVADA

     LOCATION AND ACCESS. The Willow Springs platinum group metals property is
located in Nye County, Nevada. The Willow Springs property is approximately 30
miles north of Tonopah, Nevada and can be reached by paved highways and gravel
roads.

     LAND STATUS. We staked 31 unpatented lode claims in this area during March
2000 and own a 100% interest in the claim block.

     EXPLORATION HISTORY. Several shafts and prospects dating from the 1800s are
present in the area.

     GEOLOGY AND MINERALIZATION. Our claim area contains mafic-ultramafic rocks
that are surrounded by sediments. The area hosts anomalous nickel and copper
mineralization over a three-mile strike length, part of which is on our claims,
that occurs as stains and disseminations within the mafic and sedimentary rocks.
Reconnaissance geochemical samples collected by us during 2000 returned
anomalous platinum group metal values.

POLE CORRAL, CALIFORNIA

     LOCATION AND ACCESS. The Pole Corral platinum group metals property is
located on Bureau of Land Management land in Tehema County, California,
approximately 18 miles southwest of Platina, California. The property is
accessible by paved highways and unimproved dirt roads.

     LAND STATUS. We located 79 unpatented mining claims in this area in
mid-2000 and own a 100% interest in the claim block.

     EXPLORATION HISTORY. Pole Corral is situated within the Rattlesnake Terrain
of the Klamath Mountains geologic province. Within the Pole Corral project area,
sporadic exploration and mining have occurred throughout the 1900s, as indicated
by the prospect pits and small mines which we encountered. During our
preliminary geochemical sampling program, we found encouraging platinum group
metals mineralization.

     GEOLOGY AND MINERALIZATION. The Pole Corral property is a
platinum-rhodium-ruthenium-iridium occurrence hosted in mafic rocks of the
Rattlesnake Terrain. Podiform and disseminated chromite have been encountered on
our property and throughout the region. Zoned felsic intrusives comprise the
margins of the mafic rocks and are also manifest as pegmatoids within the
project area.

CISCO BUTTE, CALIFORNIA

     LOCATION AND ACCESS. The Cisco Butte platinum group metals property is
located in Nevada County, California. The Cisco Butte property is approximately
50 miles northwest of the town of Red Bluff, and can be reached by paved
interstate highway and gravel roads.

     LAND STATUS. We staked 33 unpatented lode claims in this area during
September 2000 and own a 100% interest in the claim block.

     EXPLORATION HISTORY. No evidence of previous exploration was observed
within our claim block.

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     GEOLOGY AND MINERALIZATION. Our claims are located on the eastern portion
of the Emigrant Gap mafic-ultramafic terrain, which measures approximately 14
miles long and five miles wide. Samples collected during initial reconnaissance
activities detected anomalous platinum group metals mineralization within
mafic-ultramafic rocks.

SHAMROCK, OREGON

     LOCATION AND ACCESS. The Shamrock platinum group metals property is located
on Bureau of Land Management land in Jackson County, Oregon, approximately 21
miles northwest of the city of Medford. The property is accessible by unimproved
dirt roads.

     LAND STATUS. We located five unpatented mining claims in this area in
mid-1999 and own a 100% interest in the claim block.

     EXPLORATION HISTORY. During the first half of the 20th century, the
Shamrock property area was explored for mercury, copper and nickel.

     The U.S. Bureau of Mines conducted extensive exploration and development of
the nickel-copper-cobalt mineralization in 1949 and 1950. This work included the
construction of 4,000 feet of mine access roads, rehabilitating two adits,
driving approximately an additional 400 feet of drifts and crosscuts, drilling
eleven diamond core drill holes totaling approximately 3,400 feet, excavating
five exploration bulldozer trenches, and conducting extensive auger-hole
sampling and metallurgical testing.

     The U.S. Bureau of Mines encountered anomalous platinum group metals
mineralization in drill hole composite samples and delineated two small, near
surface base metal ore deposits. The Bureau reported assay results from a bulk
metallurgical sample of 0.030 ounce per ton platinum, 1.3% nickel, 1.1% copper,
and 0.07% cobalt.

     The U.S. Bureau of Mines mapped the surface exposure of sulfide
mineralization, which extends for at least 200 feet long and 200 feet deep, and
ranges from about five to 38 feet wide. The Bureau also discovered a four foot
wide zone of nickel sulfide mineralization at the base of a road cut 500 feet
southwest from the main norite dike. This sulfide zone may represent a parallel,
mineralized mafic dike that has not yet been evaluated.

     During the mid 1980s, Freeport Exploration investigated the Shamrock
property for its platinum group metals potential. Freeport staked approximately
40 lode claims, conducted geologic mapping, surface and underground sampling,
and completed about nine miles of ground magnetic surveys. In June 1999, we
staked our five lode claims on ground where Freeport had located its drill
holes, and we conducted limited surface and underground geologic mapping and
sampling. All of our underground samples returned encouraging precious and base
metal mineralization.

     GEOLOGY AND MINERALIZATION. The Shamrock property is a platinum group
metals, gold, copper, nickel, and cobalt occurrence associated with dikes that
intrude rocks of the May Creek Formation. The May Creek Formation is composed of
quartz-mica schist, iron-magnesium-rich schist/gneiss, and highly altered
quartzite. Various intrusive rocks are also present on the property.

     Platinum group metals, gold, nickel, copper, and cobalt are probably hosted
in magmatic pyrite and other sulfide minerals. These sulfides may comprise as
much as 40% of the rock and occur as disseminations, blebs, and masses within
the tabular, course-grained, highly altered dikes. Weak but

                                       10
<PAGE>

pervasive sulfide mineralization is also disseminated throughout most of the
adjacent May Creek Formation.

OTHER PROPERTIES

     During the year ended September 30, 1990, we purchased through the issuance
of 150,000 shares of common stock, the Rae Wallace Company, which owned 4
patented mining claims located just north of Anchorage, Alaska. In May 1999, we
sold the Rae-Wallace Company to another exploration company for $20,000 and
retained a 2.5% net smelter return production royalty on the production of
minerals from the property.

     We have recently sold, or are holding for sale the other properties
described below, which had been acquired for their potential for minerals other
than platinum group minerals.

     -    In July 2000, we sold 15 unpatented mining claims in Kootenai County,
          Idaho, comprising the Silver Strand property to New Jersey Mining
          Company in exchange for 50,000 shares of its common stock valued at
          $5,000 and its commitment to spend a total of $200,000 on exploration
          of the property over the three year period ending in July 2003. We
          also retained a 1.5% net smelter return production royalty, decreasing
          to 0.5% once we have received payments totaling $50,000, on the
          production of minerals from the Silver Strand property. During the
          three year period, we may reacquire the property if New Jersey Mining
          Company does not complete the required expenditures or chooses to
          terminate the purchase agreement. We owned approximately 8% of the
          common stock of New Jersey Mining Company at the time of this
          transaction. Kurt Hoffman, our President, Chief Executive Officer and
          a director, is a director of New Jersey Mining Company. Fred
          Brackebusch, the President, Treasurer, and a director and majority
          owner of New Jersey Mining Company, is one of our directors.

     -    We are holding the Pyramid property, consisting of five unpatented
          mining claims in Churchill County, Nevada, for sale. From time to
          time, we conduct discussions regarding the sale of the property with
          parties who have expressed an interest or whom we believe may have an
          interest in the property.

                            ENVIRONMENTAL COMPLIANCE

     Our primary cost of complying 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,
although the Bureau of Land Management recently promulgated new surface
management regulations which may significantly increase those costs on Bureau of
Land Management lands. Access road reclamation may cost up to $50,000 to
$100,000 if roadbuilding has been done, and those costs too are likely to
increase as the result of the new Bureau of Land Management regulations. As we
are currently in the exploration stage on all of our properties, reclamation
costs have not yet been incurred.

                                    EMPLOYEES

     Currently, we have eight employees, all of whom are full time.

                                       11
<PAGE>

                                  OFFICE LEASES

     Our executive offices are located at 401 Front Avenue, Suite 1, Second
Floor, Coeur d'Alene, Idaho 83814, and our telephone number is (208) 664-8095.
We lease our office space under a three-year lease for monthly rent payments of
$2,656.

     We also maintain office facilities in Reno, Nevada. We lease this office
space under a two-year lease that requires monthly payments of $1,725 until July
2001 and $1,775 until July 2002.


                                  RISK FACTORS

     An investment in Trend Mining involves a high degree of risk. Investors and
prospective investors should consider carefully the following risk factors, in
addition to all of the other information in this Form 10-KSB.

NO PRODUCTION HISTORY SINCE THE 1980S - WE HAVE NOT MINED ANY PLATINUM GROUP
METALS.

     While we were incorporated in 1968, our company has no history of producing
platinum group metals. We have not developed or operated a mine since the 1980s,
and we have no operating history upon which an evaluation of our future success
or failure can be made. Our ability to achieve and maintain profitable mining
operations is dependent upon a number of factors, including:

     -    our ability to locate an economically feasible mineral property; and

     -    our ability to successfully build and operate mines, processing plants
          and related infrastructure.

     We are subject to all the risks associated with establishing new mining
operations and business enterprises. There can be no assurance that we will
successfully establish mining operations or profitably produce platinum group or
other metals at any of our properties.

HISTORY OF LOSSES - WE EXPECT LOSSES TO CONTINUE FOR AT LEAST THE NEXT THREE
YEARS.

     As an exploration company that has no recent production history, we have
incurred losses since the inception of our current exploration activities in
1998. We expect to continue to incur additional losses for at least the next
three years due to expenses associated with the research, exploration and
development of our mineral properties. As of September 30, 2000, we had an
accumulated deficit of $3,367,520. There can be no assurance that we will
achieve or sustain profitability in the future.

WE ARE SUBJECT TO ALL OF THE RISKS INHERENT IN THE MINING INDUSTRY.

     As an exploration stage company, our work is highly speculative and
involves unique and greater risks than are generally associated with other
businesses. There can be no assurance that any of our properties contain a
commercially viable ore body or reserves until additional exploration work is
done and an evaluation based on such work concludes that development of and
production from the ore body is technically, economically and legally feasible.
We are subject to all of the risks inherent in the mining industry, including,
without limitation, the following (some of which we discuss in more detail
below):

                                       12
<PAGE>

     -    Success in discovering and developing commercially viable quantities
          of minerals is the result of a number of factors, including the
          quality of management, the interpretation of geological data, the
          level of geological and technical expertise and the quality of land
          available for exploration;

     -    Exploration for minerals is highly speculative and involves
          substantial risks, even when conducted on properties known to contain
          significant quantities of mineralization, and most exploration
          projects do not result in the discovery of commercially mineable
          deposits of ore;

     -    Operations are subject to a variety of existing laws and regulations
          relating to exploration and development, permitting procedures, safety
          precautions, property reclamation, employee health and safety, air and
          water quality standards, pollution and other environmental protection
          controls, all of which are subject to change and are becoming more
          stringent and costly to comply with;

     -    A large number of factors beyond our control, including fluctuations
          in metal prices and production costs, inflation, the proximity and
          liquidity of precious metals markets and processing equipment,
          government regulations, including regulations relating to prices,
          taxes, royalties, land tenure, land use, importing and exporting of
          minerals and environmental protection, and other economic conditions,
          will affect the economic feasibility of mining;

     -    Once mineralization is discovered, it may take several years from the
          initial phases of drilling until production is possible, during which
          time the economic feasibility of production may change;

     -    Substantial expenditures are required to establish proven and probable
          ore reserves through drilling, to determine metallurgical processes to
          extract the metals from the ore and, in the case of new properties, to
          construct mining and processing facilities; and

     -    If we proceed to development of a mining operation, our mining
          activities would be subject to substantial operating risks and
          hazards, including metal bullion losses, environmental hazards,
          industrial accidents, labor disputes, encountering unusual or
          unexpected geologic formations or other geological or grade problems,
          encountering unanticipated ground or water conditions, cave-ins,
          pit-wall failures, flooding, rock falls, periodic interruptions due to
          inclement weather conditions or other unfavorable operating conditions
          and other acts of God. Some of these risks and hazards are not
          insurable or may be subject to exclusion or limitation in any coverage
          which we obtain or may not be insured due to economic considerations.

OUR ACTIVITIES ARE SUBJECT TO ENVIRONMENTAL LAWS AND REGULATIONS WHICH MAY
MATERIALLY AFFECT OUR FUTURE OPERATIONS.

     We, like other exploration companies doing business in the United States
and Canada, are subject to a variety of federal, provincial, state and local
statutes, rules and regulations designed:

     -    to protect the environment, including the quality of the air and water
          in the vicinity of exploration, development and mining operations;

                                       13
<PAGE>

     -    to remediate the environmental impacts of those exploration,
          development and mining operations;

     -    to protect and preserve wetlands and endangered species; and

     -    to mitigate negative impacts on certain archeological and cultural
          sites.

     We are required to obtain various governmental permits to conduct
exploration at our properties. Obtaining the necessary governmental permits is
often a complex and time-consuming process involving numerous U.S. or Canadian
federal, provincial, state and local agencies. The duration and success of each
permitting effort are contingent upon many variables not within our control. In
the context of permitting, including the approval of reclamation plans, we 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 the interpretation of the laws and regulations implemented by the
permitting authority. Currently, three or four months are generally required to
obtain the necessary permits required to conduct small-scale drilling
operations. New surface management regulations recently finalized by the Bureau
of Land Management will increase this period on Bureau of Land Management lands.
The failure to obtain certain permits, the adoption of more stringent permitting
requirements or the imposition of extensive conditions upon the implementation
of certain permits could have a material adverse effect on our business,
operations and prospects.

     Federal legislation and implementing regulations adopted and administered
by the U.S. Environmental Protection Agency, Forest Service, Bureau of Land
Management, Fish and Wildlife Service, Army Corps of Engineers, Mine Safety and
Health Administration, and other federal agencies, and legislation such as the
federal Clean Water Act, Clean Air Act, National Environmental Policy Act,
Endangered Species Act and Comprehensive Environmental Response, Compensation
and Liability Act, have a direct bearing on U.S. exploration, development and
mining operations. For example, on November 20, 2000 the Bureau of Land
Management finalized new surface management regulations applicable to activities
and operations on unpatented mining claims. Those new regulations make
small-scale (disturbing less than 5 acres of surface) exploration activities
more expensive, by requiring bonding in the amount of 100% of the anticipated
reclamation costs. Larger-scale exploration activities (disturbing 5 acres of
surface or more) would require the preparation and approval of a formal plan of
operations. The enactment of these new regulations will make the process for
preparing and obtaining approval of a plan of operations much more time
consuming, expensive, and uncertain. New plans of operation will be required to
(i) include detailed baseline environmental information, (ii) address how
detailed reclamation performance standards will be met, (iii) go through the
environmental assessment or impact process required under the National
Environmental Policy Act (which could cost $80,000 or more per large-scale
exploration program), and (iv) go through a 30-day public comment period prior
to approval. In addition, all activities for which plans of operation are
required will be subject to a new standard of review by the Bureau of Land
Management, which must make a finding that the conditions, practices or
activities do not cause substantial irreparable harm to significant scientific,
cultural, or environmental resource values that cannot be effectively mitigated.
This standard has never before been applied to activities involving unpatented
mining claims on public lands. Due to the uncertainties inherent in the
permitting process, and particularly as a result of the enactment of the new
regulations, we cannot be certain that we will be able to timely obtain required
approvals for proposed activities at any of our properties in a timely manner,
or that our proposed activities will be allowed at all.

     These federal initiatives are often administered and enforced through state
agencies operating under parallel state statutes and regulations. Although some
mines continue to be approved for development in the United States, the process
is increasingly cumbersome, time-consuming, and

                                       14
<PAGE>

expensive, and the cost and uncertainty associated with the permitting process
could have a material effect on exploring, developing or mining our properties.
We expect that laws and regulations designed to minimize the impact of
exploration, development and mining activities on the environment and human
health and safety will likely have a similar effect on any activities we
undertake in Canada.

     Compliance with statutory environmental quality requirements described
above may require significant capital outlays, significantly affect our earning
power, or cause material changes in our intended activities. No assurance can be
given that environmental standards imposed by either federal, state or local
governments will not be changed or become more stringent, which could materially
and adversely affect our proposed activities.

TITLE TO OUR MINERAL PROPERTIES MAY BE DEFECTIVE AND MAY BE CHALLENGED.

     Our interests in our properties located in the United States are in the
form of unpatented mining claims. Unpatented mining claims are unique property
interests, in that they are subject to the paramount title of the United States
of America and rights of third parties to certain uses of the surface and to
non-locatable minerals within their boundaries, and are generally considered to
be subject to greater title risk than other real property interests. The
validity of all unpatented mining claims is dependent upon inherent
uncertainties and conditions. These uncertainties relate to matters such as:

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

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

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

     -    Whether sufficient annual assessment work has been timely and properly
          performed; and

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

     The validity of an unpatented mining claim also depends on the claim having
been located on unappropriated federal land open to appropriation by mineral
location, compliance with the 1872 Mining Law and applicable state statutes in
terms of the contents of claim location notices or certificates and the timely
filing and recording of the same, and timely payment of annual claim maintenance
fees (and the timely filing and recording of proof of such payment). In the
absence of a discovery of valuable minerals, the ground covered by an unpatented
mining claim is open to location by others unless the owner is in actual
possession of and diligently working the claim. There can be no assurance that
the unpatented mining claims we own or control are valid or that the title to
those claims is free from defects. There also can be no assurance that the
validity of our claims will not be contested by the federal government or
challenged by third parties.

LEGISLATIVE AND ADMINISTRATIVE CHANGES TO THE MINING LAWS COULD MATERIALLY
ADVERSELY AFFECT OUR FUTURE EXPLORATION, DEVELOPMENT OR MINING ACTIVITIES.

     New laws and regulations, amendments to existing laws and regulations,
administrative interpretation of existing laws and regulations, or more
stringent enforcement of existing laws and

                                       15
<PAGE>

regulations, could have a material adverse impact on our ability to conduct
exploration, development and mining activities. For example, during the 1999
legislative session, legislation was considered in the U. S. Congress which
proposed a number of modifications to the Mining Law of 1872, which governs the
location and maintenance of unpatented mining claims and related activities on
federal land. Among these modifications were proposals which would have imposed
a royalty on production from unpatented mining claims, increased the cost of
holding and maintaining such claims, and imposed more specific reclamation
requirements and standards for operations on such claims. None of these proposed
modifications was enacted into law. The same or similar proposals may be
considered by Congress this year or in the future. In addition, as discussed
above, on November 20, 2000 the Bureau of Land Management finalized revised
federal regulations which govern surface activities (including reclamation and
financial assurance requirements) on unpatented mining claims (other than those
located in a National Forest, which are governed by separate, but similarly
stringent, Forest Service regulations). Those regulations are more stringent
than current regulations, and may result in a more detailed analysis of and more
challenges to the validity of existing mining claims, will impose more complex
permitting requirements earlier in the exploration process, and will be more
costly and time-consuming to comply with than existing regulations.

USE OF THE SURFACE OF OUR UNPATENTED MINING CLAIMS IS SUBJECT TO REGULATION
WHICH COULD MATERIALLY ADVERSELY AFFECT OUR ACTIVITIES.

     Any activities we conduct on the surface of our unpatented mining claims
are subject to compliance with and may be constrained or limited by Bureau of
Land Management or Forest Service surface management regulations (in addition to
the environmental and other statutes and regulations discussed above). In
addition, there are limits to the uses of the surface of unpatented mining
claims, particularly for the types of facilities which would be ancillary to our
mining operations, and both the Bureau of Land Management and the Forest Service
have some degree of discretion in allowing the use of federal lands that might
adjoin any of our unpatented mining claims for surface activities which we would
need for exploration, development and mining operations. Recently, for example,
the Forest Service adopted a "Roadless Initiative" which prohibits the
construction of new roads or the re-construction of existing roads in 43 million
acres of inventoried roadless areas within the National Forest System. All of
our Wyoming properties (Lake Owen, Spruce Mountain, Albany and Centennial West)
are located in the National Forest and may be impacted by this new policy. As a
result, there can be no guarantee that we will be able to obtain the access
necessary to conduct required exploration, development or ultimately mining
activities on those properties. In addition, to the extent we progress towards
the development of a mine at any of our properties, there can be no assurance
that sufficient surface land will be available for the ancillary facilities
necessary to develop the mine.

WE CANNOT INSURE AGAINST ALL OF THE RISKS ASSOCIATED WITH MINING.

     We currently are not insured against most commercial losses or liabilities
which may arise from our exploration and other activities. Even if we obtain
additional insurance in the future, we may not be insured against all losses and
liabilities which may arise from our activities, either because such insurance
is unavailable or because we have elected not to purchase such insurance due to
high premium costs or for other reasons.

WE MAY NOT BE ABLE TO RAISE THE FUNDS NECESSARY TO EXPLORE AND DEVELOP OUR
MINERAL PROPERTIES.

     We need to seek additional financing from the public or private debt or
equity markets to continue our business activities. We have borrowed from our
principal shareholder to fund certain of our

                                       16
<PAGE>

activities. There can be no assurance that our principal shareholder will
continue to advance funds to us or that our efforts to obtain financing will be
successful. We will need to seek additional financing to complete exploration
and development of any target properties, should the exploration program prove a
property to be worth developing. Sources of such external financing include
future debt and equity offerings, and possible joint ventures with another
exploration or mining company. There can be no assurance that additional
financing will be available on terms acceptable to us. The failure to obtain
such additional financing could have a material adverse effect on our results of
operations and financial condition. There can be no assurance that we will be
able to secure the financing necessary to retain our properties or to sustain
exploration activities in the future.

COMPETITION - WE COMPETE AGAINST LARGER, BETTER FINANCED AND MORE EXPERIENCED
COMPANIES.

     The exploration industry is very competitive. Exploration companies compete
to obtain and to evaluate exploration prospects for their drilling, exploration,
development, and, ultimately, mining potential. We encounter competition from
both larger, better financed companies, such as Stillwater Mining Company, and
other similarly-situated junior mining companies in connection with the
acquisition of properties with the potential of profitably producing platinum
group metals. There can be no assurance that such competition, although
customary in the industry, will not result in delays, increased costs, or other
types of negative consequences affecting us, or that our planned exploration
program will yield commercially mineable ore reserves.

WE DEPEND ON THE SERVICES OF KEY PERSONNEL.

     The success of our exploration program will depend, in part, on our ability
to retain our existing employees, and on our ability to hire such additional
employees, temporary employees and consultants as are necessary to complete each
phase of our planned exploration program. No assurance can be given that we will
be successful in our efforts in either of these areas.

VOLATILITY OF METALS PRICES - OUR PROFITABILITY AND VIABILITY WILL BE AFFECTED
BY CHANGES IN THE PRICES OF METALS.

     To the extent we are able to identify ore reserves, our ability to develop
those reserves and conduct profitable mining operations will be greatly
influenced by the prices of the platinum group metals. These prices fluctuate
widely and are affected by numerous factors beyond our control, including:

     -    expectations for inflation;

     -    the strength of the United States dollar;

     -    global and regional supply and demand; and

     -    political and economic conditions and production costs in major
          platinum group metals producing regions of the world, particularly
          Russia and South Africa.

     The aggregate effect of these factors on metals prices is impossible for us
to predict. In addition, the prices of platinum group metals sometimes are
subject to rapid short-term and/or prolonged changes because of speculative
activities. The current demand for and supply of platinum group metals affect
platinum group metal prices, but not necessarily in the same manner as current
supply and demand affect the prices of other commodities. The supply of platinum
group metals primarily consists of new

                                       17
<PAGE>

production from mining. If the prices of platinum group metals are, for a
substantial period, below our foreseeable cost of production, we could determine
that it is not economically feasible to continue the development of our
projects.

WE HAVE NEVER PAID DIVIDENDS ON OUR COMMON STOCK.

     We have never paid any dividends on our Common Stock, and it is not
anticipated that dividends will be declared in the foreseeable future.

POTENTIAL FUTURE SALES PURSUANT TO RULE 144 COULD DEPRESS OUR STOCK PRICE AND
ADVERSELY AFFECT OUR ABILITY TO RAISE ADDITIONAL EQUITY FINANCING.

     Of our outstanding shares of common stock as of December 15, 2000,
substantially all are currently "restricted securities," as that term is defined
in Rule 144 under the Securities Act. In general, under Rule 144 a person who
has satisfied a one-year holding period may sell limited numbers of shares. Rule
144 also permits the sale of shares without any quantity limitation, by persons
who are not our affiliates and who have beneficially owned the shares for a
minimum period of two years. As of December 15, 2000, approximately 4.2 million
shares, or 23%, of our outstanding common stock, have been held for one year and
may be sold in limited quantities, and approximately 2.8 million shares, or 16%,
of our outstanding common stock have been held for two years or more by persons
who are not our affiliates and thus may be sold without quantity limitations.
The possible sale of these restricted shares may have a depressive effect on the
price of our securities and such sales, if substantial, might also adversely
affect our ability to raise additional equity capital.

     Over the next twelve months, approximately 13.5 million shares may be sold
in limited quantities, and approximately 5 million shares may be sold without
quantity limitations.

FUTURE ISSUANCES OF ADDITIONAL COMMON STOCK COULD DILUTE THE OWNERSHIP INTERESTS
OF INVESTORS.

     We intend to reincorporate in Delaware in the near future, subject to the
approval of our Board of Directors and our shareholders. In connection with the
reincorporation, we would amend our charter to increase substantially the number
of authorized shares of common stock and to authorize the issuance of preferred
stock by action of the Board of Directors without stockholder approval. Our
Board of Directors would have the power to issue such shares, subject, in some
instances, to shareholder approval. Any additional issuance by us from our
authorized but unissued shares would have the effect of diluting the interest of
investors.

THE PUBLIC MARKET FOR OUR COMMON STOCK IS THINLY TRADED AND LACKS LIQUIDITY,
WHICH MAY MAKE IT MORE DIFFICULT FOR INVESTORS TO SELL THEIR SHARES.

     At present, our common stock is traded under the symbol "TRDM" on the "pink
sheets" maintained by Pink Sheets LLC. This market is thinly traded and lacks
the liquidity of other public markets with which some investors may have more
experience. There is no assurance that a more liquid trading market will develop
or, if developed, would be sustained. A purchaser of shares may, therefore, be
unable to resell any securities should he or she desire to do so. Furthermore,
it is unlikely that a lending institution would accept our securities as pledged
collateral for loans unless a regular trading market develops.

                                       18
<PAGE>

THE UNITED STATES PENNY STOCK RULES MAY MAKE IT MORE DIFFICULT FOR INVESTORS TO
SELL THEIR SHARES.

     Because shares of our common stock will not be quoted on a national
securities exchange in the United States, the shares will be subject to rules
adopted by the U.S. Securities and Exchange Commission regulating broker-dealer
practices in connection with transactions in "penny stocks." These rules require
that prior to effecting any transaction in a penny stock, a broker or dealer
must give the customer a risk disclosure document that describes various risks
associated with an investment in penny stocks, as well as various costs and fees
associated with such an investment. It is possible that some brokers may be
unwilling to engage in transactions of shares of our common stock because of
these added disclosure requirements, which would make it more difficult for
stockholders to sell his shares.

                                       19
<PAGE>

                             PROPERTY LOCATION MAPS


MAP - LAKE OWEN AND ALBANY              MAP - CENTENNIAL WEST




MAP - SPRUCE MOUNTAIN                   MAP - DOUGLAS CREEK


                                       20
<PAGE>


MAP - KEYSTONE                          MAP - MCCORMICK CREEK




MAP - VANGUARD / INTREPID               MAP - STILLWATER COMPLEX



                                       21
<PAGE>



MAP - PETER LAKE COMPLEX                MAP - WILLOW SPRINGS



MAP - HARDROCK JOHNSON                  MAP - POLE CORRAL



                                       22
<PAGE>



MAP - SHAMROCK                          MAP - CISCO BUTTE






                                       23
<PAGE>

                                GLOSSARY OF TERMS

AMPHIBOLITE: granular metamorphic rocks.

ANOMALY: a deviation from uniformity or regularity in geophysical or geochemical
quantities.

ARCHEAN: geologic age older than 2,500,000 years.

BLEBS: a vesicle, blister or bubble.

BRECCIA: rock in which angular fragments are surrounded by a mass of
fine-grained minerals.

CHALCOPYRITE: the main copper ore, which is widely occurring and found mainly in
veins.

CIRCULATION DRILL: a rotary drill or rotary percussion drill in which the
drilling fluid and cuttings return to the surface through the drill pipe,
minimizing contamination.

CRETACEOUS AGE: the geologic age period dating from approximately 68 million
years to 142 million years.

CROSS CUTS: a horizontal opening driven from a shaft and (or near) right angles
to the strike of a vein or other ore body.

DIAMOND DRILL: a type of rotary drill in which the cutting is done by abrasion
rather than by percussion. The hollow bit of the drill cuts a core of rock which
is recovered in long cylindrical sections.

DISSEMINATED: fine particles of mineral dispensed through the enclosing rock.

DEVELOPMENT: work carried out for the purpose of opening up a mineral deposit
and making the actual extraction possible.

DIKES: a tabular igneous intrusion that cuts across the structures of
surrounding rock.

DIP: the angle at which a vein, structure or rock bed is inclined from the
horizontal as measured at right angles to the strike.

DRIFTS: a horizontal passage underground that follows along the length of a vein
or mineralized rock formation.

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

GABBRO: Dark colored basic intrusive rocks. Intrusive equivalent of volcanic
basalt.

GEOCHEMISTRY: study of variation of chemical elements in rocks or soils.

GEOPHYSICS: study of the earth by quantitative physical methods.

                                       24
<PAGE>

GNEISS: a layered or banded crystalline metamorphic rock the grains of which are
aligned or elongated into a roughly parallel arrangement.

HYDROTHERMAL: pertaining to hot water, especially with respect to its action in
dissolving, re-depositing, and otherwise producing mineral changes within the
earth's crust.

INTRUSION/INTRUSIVE: a volume of igneous rock that was injected, while still
molten, into the earth's crust or other rocks.

LITHOLOGY: The character of a rock described in terms of its structure, color,
mineral composition, grain size and arrangement of its component parts.

MAFIC: Pertaining to or composed dominantly of the ferromagnesian rock-forming
silicates; used to describe some igneous rocks and their constituent minerals.

METAMORPHISM: The mineralogical and structural changes in solid rock that have
been caused by heat and pressure at depth over time.

MINERALIZATION: the concentration of metals and their compounds in rocks, and
the processes involved therein.

NORITE: a course grained igneous rock formed at great depth.

ORE: material that can be economically mined and processed.

ORE BODY: a continuous, well-defined mass of material of sufficient ore content
to make extraction economically feasible.

OUTCROP: the part of a rock formation that appears at the earth's surface, often
protruding above the surrounding ground.

PYRITE: the most widespread sulfide mineral.

PYROXENITE: any group of minerals.

QUARTZITE: a sedimentary rock consisting mostly of silica sand grains that have
been welded together by heat and compaction.

RECLAMATION: the restoration of a site after exploration activity or mining is
completed.

SCHIST: a foliated metamorphic rock the grains of which have a roughly parallel
arrangement.

SEDIMENTARY ROCKS/SEDIMENTS: rocks resulting from the consolidation of loose
sediments of older rock transported from its source and deposited.

SHEAR OR SHEARING: The deformation of rocks by lateral movement along numerous
parallel planes, generally resulting from pressure and producing such
metamorphic structures as cleavage and schistosity.

SILLS: a near horizontal flat-bedded strata of intrusive rock.

                                       25
<PAGE>

SULFIDE: a metallic mineral containing unoxidized sulphur.

STRIKE: the course or bearing of a vein or a layer of rock.

ULTRAMAFIC: said of an igneous rock composed chiefly of mafic materials.

UNPATENTED MINING CLAIM: a parcel of property located on federal lands pursuant
to the U.S. General Mining Law of 1872 and the requirements of the state in
which the unpatented claim is located, the paramount 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 and mine such claim.

VEIN: an epigenetic mineral filling the fault or other fracture, in tabular or
sheetlike form, often with associated replacement of the host rock, or a mineral
deposit of this form or origin.


ITEM 3. LEGAL PROCEEDINGS

     We are not a party to any pending or threatened litigation, and to our
knowledge, no action, suit or proceeding has been threatened against any of our
officers or directors.


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

     We did not submit any matter to a vote of our shareholders during the
fourth quarter of the fiscal year ended September 30, 2000.


                                       26
<PAGE>

                                     PART II

ITEM 5: MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

     MARKET INFORMATION

     Until May 2000, our shares were traded on the Bulletin Board operated by
the National Association of Securities Dealers, Inc. (NASD) under the trading
symbol "TRDM." Our shares are now traded on the "pink sheets" maintained by Pink
Sheets LLC. Our shares began trading in 1968. Summary trading by quarter for the
2000, 1999 and 1998 fiscal years are as follows:

<TABLE>
<CAPTION>
    FISCAL QUARTER      HIGH BID [1]  LOW BID [1]
    --------------      ------------  -----------
<S>                     <C>           <C>
2000
  Fourth Quarter         $   1.60      $   0.60
  Third Quarter          $   1.06      $   0.50
  Second Quarter         $   1.06      $   0.28
  First Quarter          $   0.44      $   0.26

1999
  Fourth Quarter         $   0.44      $   0.08
  Third Quarter          $   1.06      $   0.41
  Second Quarter         $   0.45      $   0.19
  First Quarter          $   0.50      $   0.19

1998
  Fourth Quarter         $   0.63      $   0.25
  Third Quarter          $   1.00      $   0.63
  Second Quarter         $   1.88      $   0.63
  First Quarter          $   1.88      $   1.25
</TABLE>

[1]  These quotations reflect inter-dealer prices, without retail mark-up,
     mark-down or commissions and may not represent actual transactions.

As of December 15, 2000, we had approximately 960 holders of record of our
common stock.

     We have not paid any dividends since our inception and do not anticipate
paying any dividends on our common stock in the foreseeable future. There are no
restrictions which preclude the payment of dividends.

     RECENT SALES OF UNREGISTERED SECURITIES

     We had 18,451,309 shares of common stock issued and outstanding as of
December 15, 2000. Of these shares, approximately 2.8 million shares may be sold
without limitation under Rule 144, adopted under the Securities Act of 1933 (the
"Securities Act"), and approximately 4.2 million shares can only be resold in
compliance with Rule 144 volume limitations.

                                       27
<PAGE>

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

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

     Rule 701, as currently in effect, permits resales of shares in reliance
upon Rule 144 but without compliance with certain restrictions, including the
holding period requirement, of Rule 144. Any of our employees, officers,
directors or consultants who purchased shares under a written compensatory plan
or contract may be entitled to rely on the resale provisions of Rule 701. Rule
701 permits affiliates to sell their Rule 701 shares under Rule 144 without
complying with the holding period requirements of Rule 144. Rule 701 further
provides that non-affiliates may sell such shares in reliance on Rule 144
without having to comply with the holding period, public information, volume
limitation or notice provisions of Rule 144.

     The issuances discussed under this section are exempted from registration
under Rule 701 of the Securities Act ("Rule 701"), Rule 504 of the Securities
Act ("Rule 504") or Section 4(2) of the Securities Act ("Section 4(2)"), as
provided. All purchasers of the following securities acquired the shares for
investment purposes only and all stock certificates reflect the appropriate
legends. No underwriters were involved in connection with the sales of
securities referred to in this section.

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

          COMMON STOCK

     1.   In October 1999, we issued 112,500 shares, valued at $34,875, pursuant
to Rule 504 to a consultant as payment for consulting services, which shares
were previously valued at $6,750.

     2.   In October 1999, we issued a total of 38,750 shares, valued at
$12,013, pursuant to Rule 504 to a consultant as payment for consulting
services, which shares were previously valued at $3,875.

     3.   In October 1999, we issued 85,000 shares, valued at $26,350, pursuant
to Rule 504 to a consultant as payment for consulting services, which shares
were previously valued at $5,100.

     4.   In October 1999, we issued 37,425 shares, valued at $11,602, pursuant
to Rule 701 to a consultant as payment for consulting services, which shares
were previously valued at $3,743.

     5.   On October 4, 1999, we issued 50,000 shares, valued at $13,000,
pursuant to Rule 504 to a consultant as payment for consulting services, which
shares were previously valued at $5,000.

                                       28
<PAGE>

     6.   On October 22, 1999, we issued 25,000 shares to two investors pursuant
to Rule 504 for an aggregate purchase price of $5,000.

     7.   In November 1999, we issued 4,327 shares, valued at $1,341, to a
consultant pursuant to Rule 701 as payment for consulting services, which shares
were previously valued at $1,125.

     8.   On November 30, 1999, we issued 52,694 shares, with an aggregate value
of $16,334, pursuant to Rule 701 to certain of our officers in lieu of cash
payments for their services, which shares were previously valued at $13,400.

     9.   In December 1999, we issued 1,200 shares, valued at $420, to an
employee pursuant to Rule 504 in lieu of salary payments.

     10.  On December 31, 1999, we issued 1,000,000 shares pursuant to Section
4(2) to an accredited investor for an aggregate purchase price of $100,000.

     11.  On January 15, 2000, we issued 200,000 shares, with an aggregate value
of $66,000, pursuant to Rule 504 to four investors in exchange for common stock
of New Jersey Mining Company, which shares were previously valued at $26,000.

     12.  On January 17, 2000, we issued 65,285 shares, valued at $21,544,
pursuant to Rule 504 to two investors as repayment of indebtedness, which shares
were previously valued at $16,321.

     13.  On January, 25, 2000, we issued 14,286 shares pursuant to Rule 504 to
an investor for a purchase price of $5,000.

     14.  In January and March 2000, we issued 90,000 shares, valued at $64,950,
pursuant to Rule 504 to a consultant as payment for consulting services, which
shares were previously valued at $9,000.

     15.  In February 2000, we issued 10,000 shares, valued at $7,200, to a
consultant pursuant to Rule 504 as payment for consulting services, which shares
were previously valued at $1,500.

     16.  On February 25, 2000, we issued 16,667 shares, valued at $11,000,
pursuant to Rule 701 to a consultant as payment for consulting services, which
shares were previously valued at $5,000.

     17.  In February and March 2000, we issued 3,500,000 shares pursuant to
Section 4(2) to an accredited investor for an aggregate purchase price of
$490,000.

     18.  On March 24, 2000, we issued 50,000 shares, with an aggregate value of
$51,500, pursuant to Rule 504 to three investors in connection with the
acquisition of an option to acquire certain mineral properties, which shares
were previously valued at $15,000.

     19.  From March to July 2000, we issued 15,000 shares, valued at $13,425,
pursuant to Rule 701 to one of our officers in lieu of cash payments for
services, which shares were previously valued at $7,920.

                                       29
<PAGE>

     20.  In April 4, 2000, we issued 50,000 shares, with an aggregate value of
$37,500, pursuant to Rule 504 to three investors in connection with the
acquisition of an option to acquire certain mineral properties, which shares
were previously valued at $15,000.

     21.  In May 2000, we issued 9,975 shares, valued at $6,284, pursuant to
Section 4(2) to a consultant as payment for consulting services, which shares
were previously valued at $5,985.

     22.  In May and June 2000, we issued an additional 746,899 shares, with an
aggregate value of $159,773, pursuant to Section 4(2) to an existing investor at
prices ranging from $0.06 to $0.60 per share as additional payments for mineral
properties and in connection with the exercise of preemptive rights, which
shares were previously valued at $99,773.

     23.  In June 2000, we issued 1,000 shares, valued at $700, pursuant to
Section 4(2) to a consultant as payment for consulting services.

     24.  On June 29, 2000, we issued an additional 1,597,588 shares pursuant to
Section 4(2) to an existing accredited investor for an aggregate purchase price
of $100,000.

     25.  On June 30, 2000, we issued 150,000 shares, with an aggregate value of
$105,000, to ten of our directors pursuant to Section 4(2) as compensation for
their board service, which shares were previously valued at $52,500.

     26.  In July 2000, we issued 10,000 shares pursuant to Rule 504 to an
existing investor for a purchase price of $3,000.

     27.  In July through September 2000, we issued 4,740,174 shares pursuant to
Section 4(2) to an existing investor at $0.115 per share, for a purchase price
of $545,120.

     28.  On August 1, 2000, we issued 100,000 shares pursuant to Rule 504 to an
existing investor for a purchase price of $22,500.

     29.  On August 25, 2000, we issued 1,500 shares, valued at $1,500, pursuant
to Rule 701 to one of our directors as compensation for board services, which
shares were previously valued at $1,050.

     30.  On August 31, 2000, we issued 15,000 shares pursuant to Rule 504 to an
existing investor for a purchase price of $4,575.

     31.  In August and September 2000, we issued 7,000 shares, valued at
$9,230, pursuant to Rule 701 to an one of our officers in lieu of cash payments
for services, which shares were previously valued at $8,675.

     32.  On September 22, 2000, we issued 90,000 shares, valued at $72,900,
pursuant to Section 4(2) to a consultant as payment for consulting services,
which shares were previously valued at $18,000.

          OPTIONS

     1.   On December 29, 1999, we granted, pursuant to Section 4(2), Tigris
Financial Group, an accredited investor, the option until March 28, 2000 to
purchase up to an additional 3,500,000 shares for an exercise price of $0.14 per
share, or $490,000 in the aggregate. Tigris has assigned its rights under its

                                       30
<PAGE>

stock purchase agreement with the Company to Electrum LLC. This option was
exercised in February and March 2000.

     Upon exercise of the option described in paragraph 1, Electrum received an
option under Section 4(2) until September 25, 2000 to purchase up to an
additional 4,608,000 shares for an exercise price of $0.14 per share, or
$645,120 in the aggregate. On June 27, 2000, this option was terminated, and
replaced with an option until July 5, 2000 to acquire up to an additional
1,597,588 shares at $0.062 per share or $100,000 in the aggregate, and, upon
exercise in full of this option, an option until September 25, 2000 to acquire
up to an additional 4,740,174 shares at an exercise price of $0.115 per share,
or $545,120 in the aggregate. The option to acquire 1,597,588 shares and the
option to acquire 4,740,174 shares have been exercised in full.

     On December 29, 1999, we granted an option under Section 4(2) to Electrum
to purchase, for $10,000, warrants to buy an additional 6,250,000 shares. On
June 27, 2000, this option was terminated and replaced with an option to
purchase, for $10,000, warrants to buy up to 7,979,761 shares. The replacement
option to purchase the warrant was exercised in June 2000. The terms of the
warrant are described below in paragraph 1 under the heading "Warrants."

     2.   On February 25, 2000, we granted to an employee as compensation
pursuant to Rule 701 an option until February 25, 2002 to purchase 33,333 shares
for an exercise price of $0.30 per share, or $10,000 in the aggregate. This
option was exercised on October 10, 2000.

     3.   On April 11, 2000, we granted options under Rule 701 to purchase
67,000 shares in the aggregate at an exercise price of $0.50 per share to six of
our directors. These options are exercisable from April 15, 2000 until April 15,
2003. None of these options has yet been exercised.

          WARRANTS

     1.   In June 2000, we sold a warrant pursuant to Section 4(2) to purchase
7,979,761 shares at an exercise price of $0.40 per share to Tigris Financial
Group, an existing accredited investor, in exchange for a $10,000 cash payment.
This warrant expires on September 20, 2003 and has not yet been exercised. On
March 12, 2001, the warrant was amended to remain exercisable until September
30, 2006.

     2.   On June 12, 2000, we sold a warrant pursuant to Section 4(2) to
purchase 200,000 shares at an exercise price of $0.70 per share to an existing
investor as partial consideration for the relinquishment of certain
anti-dilution rights. This warrant expires on June 12, 2002 and has not yet been
exercised.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     We have incurred losses in the year ended September 30, 2000 of $2,184,000
and had an accumulated deficit as of September 30, 2000 of $3,368,000. We have
inadequate cash to fund our planned acquisition and exploration activities and
other operations during the next 12 months. These factors raise substantial
doubts about our ability to continue as a going concern without raising
significant additional capital.

     Since February 2000, the exercise by Electrum LLC of its options to acquire
our common stock has generated approximately $1,097,000 in funds to finance our
planned activities. As of December 15,

                                       31
<PAGE>

2000, we have borrowed approximately $285,000 from Electrum LLC, our largest
stockholder, to fund certain activities pursuant to financial arrangements under
which we can borrow an additional $100,000. We expect to borrow those funds from
Electrum in the future. We also need to seek additional financing from the
public or private debt or equity markets to continue our business activities. In
connection with our proposed reincorporation in Delaware, we plan to enter into
an arrangement with our largest shareholders which would give them the right to
approve the issuance of equity securities. For a discussion of our agreements
with Electrum LLC, see "Certain Relationships and Related Transactions - Tigris
Financial Group, Ltd. and Electrum LLC" There can be no assurance that Electrum
will continue to advance funds to us or that our efforts to obtain additional
financing will be successful. If we are unable to raise additional capital, we
may have to suspend or cease operations.

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

     As of September 30, 2000, we had a net operating loss for federal income
tax purposes of approximately $2,000,000. A significant portion of this net
operating loss may expire without it being utilized, as we may be unable to
begin profitable operations, which would involve moving from being a new
exploration stage company to a development stage and finally an operating
entity, before its expiration. The net operating loss may be further limited
under Internal Revenue Service rules concerning limitations from ownership
changes. Our management believes there is no current basis for the recognition
of the value of the deferred tax assets derived from the net operating loss. At
such time that our management believes that profitable operations are imminent,
the value of any net operating loss then available will be used to determine the
net deferred tax asset, if any, to be recognized.


                           FORWARD-LOOKING STATEMENTS

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

                                       32
<PAGE>

ITEM 7. FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

Consolidated Financial Statements                                           Page
----------------------------------                                          ----
<S>                                                                         <C>
Independent Auditor's Report ...........................................    F-1

Balance Sheet at September 30, 2000 and 1999 ...........................    F-2

Consolidated Statement of Operations and Comprehensive Income (Loss)
  for the Years Ended September 30, 2000 and 1999 ......................    F-3

Consolidated Statement of Stockholders' Equity for the Years
  Ended September 30, 2000 and 1999 ....................................    F-4

Consolidated Statement of Cash Flows for the Years Ended
  September 30, 2000 and 1999 ..........................................    F-6

Notes to the Consolidated Financial Statements .........................    F-7

</TABLE>

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

     Our previous accountant, LeMaster and Daniels, PLLC resigned, effective
September 1999. LeMaster and Daniels did not prepare financial statements or an
audit opinion for the fiscal year ended September 30, 1998. There were no
disagreements with LeMaster and Daniels on accounting and financial disclosures.

     Williams & Webster, P.S., our current accountants, were appointed in
February 2000. There have been no disagreements on accounting and financial
disclosures through the date of this Form 10-KSB.


                                    PART III


ITEM 9. DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS; COMPLIANCE WITH
        SECTION 16(a) OF THE EXCHANGE ACT

     DIRECTORS

     Information regarding directors of Trend is incorporated by reference to
the section entitled "Election of Directors" in our definitive proxy statement
to be filed with the Securities and Exchange Commission pursuant to Regulation
14A in connection with the 2001 annual meeting of shareholders (the "Proxy
Statement").

     EXECUTIVE OFFICERS

     The following individuals serve as executive officers of Trend. Each
executive officer is elected by the board of directors and serves at the
pleasure of the board.

                                       33
<PAGE>

<TABLE>
<CAPTION>
     Name                           Position                                   Age
     ----                           --------                                   ---
<S>                      <C>                                                   <C>
Kurt J. Hoffman          President and Chief Executive Offier                   33
Blaze Julum              Vice President                                         38
Thomas K. Mancuso        Vice President and Chief Operating Officer             41
Brian L. Miller          Chief Financial Officer, Treasurer and Secretary       47
</TABLE>

     KURT J. HOFFMAN. Information regarding Mr. Hoffman is incorporated by
reference to the section entitled "Election of Directors" in our definitive
Proxy Statement.

     BLAZE JULUM. Information regarding Mr. Julum is incorporated by reference
to the section entitled "Election of Directors" in our definitive Proxy
Statement.

     THOMAS K. MANCUSO. Mr. Mancuso became Vice President and Chief Operating
Officer in December 2000. Mr. Mancuso has provided consulting services to Trend
since January 1999 and has owned and managed a mineral resource development
consulting business, Mancuso Resource Development Services, since 1998. Mr.
Mancuso has been involved in the successful start up of four mines in the United
States. From 1997 to 1998, Mr. Mancuso served as the Vice President of Corporate
Development for BioHeap Technologies, Inc., a Texas company which provides
biotechnology resources to mining companies. In 1997, he worked as the Manager
of Geology and Business Development for Oxidor Gold Corporation, a Texas
corporation involved in the development of biotechnology processes related to
mining. Mr. Mancuso is also a former chief geologist for Kennecott Exploration
Company and Kennecott's Rawhide Mine, both in Nevada. Mr. Mancuso holds a B.S.
in geology from Bowling Green State University and an M.S. in mining geology
from the University of Idaho.

     BRIAN L. MILLER. Mr. Miller became Chief Financial Officer, Treasurer and
Secretary in December 2000. Prior to joining Trend, Mr. Miller provided
consulting services to Trend from November to December 2000. Also during 2000,
Mr. Miller provided consulting servcies to Steffen, Robertson and Kirsten, an
international firm which provides environmental, mining, economic, water and
geotechnical services to the mining and natural resources industries. From 1996
to 2000, Mr. Miller worked for Cyprus Amax Minerals Company, a multinational
diversified mining company, serving as Director for Business Development from
1997 to 2000 and as Director of Business Development for Cyprus Amax Coal
Company from 1996 to 1997. Prior to joining Cyprus, Mr. Miller spent 11 years in
various positions at The Pittston Company, including Director of Reporting,
Director of Operations Review and Assistant Director-Analysis and Planning. Mr.
Miller holds an A.B. in urban studies/ political science from Columbia College,
a M.P.P. in public policy from the University of California, Berkeley and an
M.B.A. in finance and accounting from the Columbia University Graduate School of
Business.

     SECTION 16(a) COMPLIANCE

     Reference is made to the information set forth under the caption "Section
16(a) Beneficial Ownership Reporting Compliance" in our Proxy Statement, which
information is incorporated by reference in this report on Form 10-KSB.

ITEM 10. EXECUTIVE COMPENSATION

     Reference is made to the information set forth under the caption "Executive
Compensation" in our Proxy Statement, which information is incorporated by
reference in this report on Form 10-KSB.


                                       34
<PAGE>


ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Reference is made to the information set forth under the caption "Security
Ownership of Principal Shareholders and Management" in our proxy statement,
which information is incorporated herein by reference.

ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     GENERAL MINERALS CORPORATION: Effective July 27, 1999, we entered into the
Lake Owen option agreement with General Minerals Corporation, which owns
beneficially approximately 9 percent of our common stock. The agreement provides
that we have the right to acquire a 100% interest in 104 unpatented mining
claims upon making certain payments and incurring certain exploration
expenditures. If we exercise the option, either Chevron Minerals or General
Minerals will hold a 4% net profits interest in ore mined from the property.
Pursuant to the option agreement, we have paid a total of $40,000 and have
incurred exploration expenditures of not less than $150,000. We are required to
incur additional exploration expenditures of at least $650,000 by July 27, 2002.
On the effective date of the agreement, we issued General Minerals 715,996
shares of common stock, and in May 2000, we issued an additional 129,938 shares,
giving General Minerals approximately 25% of our outstanding common stock at
that time.

     The Lake Owen option agreement was amended in June 2000. Pursuant to that
amendment, General Minerals agreed to give up certain anti-dilution protections
and the right to participate in future stock offerings. In return, we issued to
General Minerals in June 2000 an additional 200,000 shares of our common stock
valued at $120,000, and warrants to purchase an additional 200,000 shares of our
common stock at any time during a two-year period ending in June 2002 at $0.70
per share. In addition, in connection with the amendment of the Lake Owen option
agreement, General Minerals exercised its rights under the original option
agreement to purchase 416,961 shares of our common stock for an aggregate
purchase price of $23,351.

     TIGRIS FINANCIAL GROUP LTD. AND ELECTRUM LLC: On December 29, 1999, we
entered into a stock purchase agreement with Tigris Financial Group Ltd., under
which Tigris purchased 1,000,000 shares of our common stock for $100,000, and
was granted rights to acquire additional common stock and warrants. Tigris is
solely owned by Thomas S. Kaplan, who beneficially owns approximately 48 percent
of our common stock. Tigris has assigned certain of its rights under the stock
purchase agreement to Electrum LLC. Mr. Kaplan has, pursuant to a voting trust
agreement expiring March 31, 2001, voting and dispositive control of all of our
securities owned by Electrum LLC. Because our securities are a significant asset
of Electrum, controlled by Mr. Kaplan, Electrum is an affiliate of Tigris.

     The stock purchase agreement was amended in June 2000. Pursuant to that
amendment, Electrum agreed to give up certain anti-dilution protections in
exchange for the right to acquire additional shares of our common stock and
certain preemptive rights. The preemptive rights were terminated in July 2000.

     Pursuant to the stock purchase agreement, Electrum acquired 3,500,000
shares of our common stock for an aggregate purchase price of $490,000 in March
2000, 1,597,588 shares for an aggregate purchase price of $100,000 in June 2000,
and an additional 4,740,174 shares for an aggregate purchase price of $545,020
in August and September 2000. Also pursuant to the stock purchase agreement and
in exchange for a cash payment of $10,000, we issued in June 2000 a warrant to
Electrum to purchase an additional 7,979,761 shares of our common stock for an
aggregate purchase price of $3,191,900,

                                       35
<PAGE>

exercisable in whole or in part through September 30, 2003. Electrum assigned
3,530,174 shares of our common stock in connection with its acquisition of those
shares and 500,000 warrants. Subsequently, Electrum has assigned an additional
2,000,000 shares and 500,000 warrants. Tigris and Electrum own approximately 29
percent of our outstanding common stock and, upon exercise of their warrants and
assuming we have issued no other shares, would own approximately 48 percent of
our then outstanding common stock.

     In addition, under the stock purchase agreement, Tigris and Electrum have
the right to proportional representation on our board of directors, and we
agreed to retain the CPM Group as financial advisors. Tigris and Electrum have
not exercised their rights to representation on our board of directors. We also
agreed that at the request of Tigris, we would use reasonable efforts to divest
ourselves of our silver exploration properties. Tigris and Electrum have demand
registration rights. In November 2000, Electrum requested that we register all
of the common stock, warrants and common stock underlying the warrants currently
held by Tigris and Electrum and assigned by Electrum to others.

     In November 2000, we entered into an agreement with Electrum under which we
have borrowed $135,000 to fund certain expenses. The loan bears interest at the
annual rate of 5% and is due upon the earlier to occur of the closing of a
public or private debt or equity financing or December 1, 2005. In December
2000, we entered into an agreement with Electrum under which we have the right
to borrow up to $250,000 to fund our operating costs, with our specific uses of
funds to be approved in advance by Electrum. The loan obtained under this
agreement bears interest at the annual rate of 8%, payable semi-annually in
arrears, and is due upon the earlier to occur of the closing of a public or
private debt or equity financing or June 30, 2001.

     If both loans are not repaid in full on or before February 1, 2001, we are
required to grant to Electrum or its assigns warrants to purchase 285,000 shares
of our common stock at $1.50 per share, exercisable through September 30, 2003.
Electrum may also elect to be repaid the total amounts outstanding under both
loans in "units" of Trend securities, at the rate of one unit per each dollar
owed. Each unit would consist of one share of our common stock and a warrant to
purchase one share of our common stock at $1.50 per share, exercisable through
September 30, 2003.

     In connection with our proposed reincorporation in Delaware, we would issue
to Mr. Kaplan one share of Series A preferred stock. Each issuance by us of
common stock, preferred stock, options, warrants or other equity securities
would require the written consent of Mr. Kaplan or the then current holder of
the Series A preferred stock. Under certain circumstances, Electrum LLC, which
beneficially owns approximately 23 percent of our outstanding Common Stock, and
Asher Edelman, who beneficially owns approximately 20 percent of our outstanding
common stock, would be permitted to acquire the Series A preferred stock.

     CPM GROUP: CPM Group is managed and majority owned by Jeffrey M.
Christian, a director of our company. CPM Group performs various services for
us, including public and shareholder relations, research and market
intelligence on platinum group metal markets and financial advisory functions
in connection with possible mergers and acquisitions. CPM Group has not
performed services for and is not affiliated with Tigris or Electrum.

                                       36
<PAGE>

ITEM 13: EXHIBITS AND REPORTS ON FORM 8-K

     EXHIBITS

     The following Exhibits are filed herewith, or have been previously filed
with the Securities Exchange Commission and are incorporated by reference herein

<TABLE>
<CAPTION>
Exhibit
No.       Description of Exhibits
-------   -----------------------
<S>       <C>

  3.1     Articles of Incorporation dated September 7, 1968; Certificate of
          Amendment of Articles of Incorporation dated September 23, 1970;
          Articles of Amendment of the Articles of Incorporation dated January
          25, 1980; Articles of Amendment to the Articles of Incorporation dated
          July 23, 1984; Articles of Amendment 1984 to the Articles of
          Incorporation dated October 31, 1984; Articles of Amendment to the
          Articles of Incorporation filed August 13, 1998; and Articles of
          Amendment to the Articles of Incorporation dated March 3, 1999. (1)

  3.2     Bylaws adopted effective October 1, 1968 (1)

 10.1     Stock Purchase Agreement dated as of December 29, 1999, between Tigris
          Financial Group Ltd. and Trend Mining Company; Amendment to Stock
          Purchase Agreement dated as of June 27, 2000 between Electrum LLC and
          Trend Mining Company; and Warrant Agreement dated June 9, 2000 between
          Trend Mining Company and Tigris Financial Group Ltd. (1)

 10.2     Lake Owen Option Agreement between General Minerals Corporation and
          Trend Mining Company; Amendment to Lake Owen Option Agreement dated
          June, 2000 between General Minerals Corporation and Trend Mining
          Company; and Warrant Agreement dated June 12, 2000 between Trend
          Mining Company and General Minerals Corporation. (1)

 10.3     Letter Agreement between John Ryan and Trend Mining Company dated July
          12, 2000. (1)

 10.4     Letter Agreement dated November 10, 2000, between Electrum LLC and
          Trend Mining Company.

 10.5     Loan Agreement dated as of November 17, 2000, between Electrum LLC and
          Trend Mining Company.

 10.6     Loan Facility Agreement dated as of December 6, 2000, between Electrum
          LLC and Trend Mining Company.

 23.1     Consent of Williams & Webster, P.S., dated March 23, 2001.

 23.3     Consent of CPM Group, dated September 25, 2000. (1)
</TABLE>

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

(1)  Incorporated by reference to our Registration Statement on Form 10-SB,
     Amendment No. 1, filed with the Securities and Exchange Commission on
     September 27, 2000.

     REPORTS ON FORM 8-K

     We did not file any reports on Form 8-K during the fourth quarter of the
fiscal year ended September 30, 2000.

                                       37
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amended report to be
signed March 23, 2001 on its behalf by the undersigned, thereunto duly
authorized.

                                        TREND MINING COMPANY
                                          Registrant


                                        By: /s/ Kurt J. Hoffman
                                           ---------------------------------
                                           Kurt J. Hoffman
                                           President and Chief Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed by the following persons on behalf of the Registrant, in
the capacities and on the dates indicated.


        Signature                     Title                           Date
        ---------                     -----                           ----


/s/ Kurt J. Hoffman           President, Chief Executive         March 23, 2001
------------------------       Officer and Director (principal
    Kurt J. Hoffman            executive officer)


/s/ Brian L. Miller           Chief Financial Officer,           March 23, 2001
------------------------       Treasurer and Secretary
    Brian L. Miller            (principal financial and
                               accounting officer)


/s/ J. Michael Sharratt       Chairman of the Board              March 23, 2001
------------------------       and Director
    J. Michael Sharratt


/s/ Jeffrey M. Christian      Director                           March 23, 2001
------------------------
    Jeffrey M. Christian


/s/ Arthur E. Johnson         Director                           March 23, 2001
------------------------
    Arthur E. Johnson


/s/ Blaze G. Julum            Director                           March 23, 2001
------------------------
    Blaze G. Julum


/s/ Ishiung J. Wu             Director                           March 23, 2001
------------------------
    Ishiung J. Wu


                                       38

<PAGE>

                FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX


<TABLE>
<CAPTION>

Consolidated Financial Statements                                          Page
----------------------------------                                         ----
<S>                                                                        <C>
Independent Auditor's Report ...........................................    F-1

Consolidated Balance Sheet at September 30, 2000 and 1999 ..............    F-2

Consolidated Statement of Operations and Comprehensive Income (Loss)
  for the Years Ended September 30, 2000 and 1999 ......................    F-3

Consolidated Statement of Stockholders' Equity for the Years
  Ended September 30, 2000 and 1999 ....................................    F-4

Consolidated Statement of Cash Flows for the Years Ended
  September 30, 2000 and 1999 ..........................................    F-6

Notes to the Consolidated Financial Statements .........................    F-7

</TABLE>


<PAGE>

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


                          INDEPENDENT AUDITOR'S REPORT


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

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

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

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

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

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

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

                                      F-1
<PAGE>

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

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

CURRENT ASSETS
      Cash                                              $   102,155    $     8,998
      Prepaid expenses                                        1,725          1,000
      Equipment held for resale                               4,000          4,000
                                                        -----------    -----------
             Total Current Assets                           107,880         13,998
                                                        -----------    -----------
MINERAL PROPERTIES                                          311,006        339,959
                                                        -----------    -----------
PROPERTY AND EQUIPMENT                                       40,177            997
                                                        -----------    -----------
OTHER ASSETS
      Investments                                           107,250         96,750
                                                        -----------    -----------
TOTAL ASSETS                                            $   566,313    $   451,704
                                                        ===========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
      Accounts payable                                  $   334,328    $    14,264
      Accrued expenses                                       19,447         26,256
      Deferred mineral property acquisition costs                --         46,242
      Note payable                                               --          2,000
      Current portion of long term debt                       2,992             --
                                                        -----------    -----------
             Total Current Liabilities                      356,767         88,762
                                                        -----------    -----------
LONG-TERM DEBT, net of current portion                       10,389             --
                                                        -----------    -----------
COMMITMENTS AND CONTINGENCIES                                    --             --
                                                        -----------    -----------
STOCKHOLDERS' EQUITY
      Common stock, no par value, 30,000,000
             shares authorized; 18,232,776 and
             5,345,511 shares issued and outstanding,
             respectively                                 3,525,025      1,505,463
      Stock options and warrants                             42,065          2,659
      Pre-exploration stage accumulated deficit            (383,418)      (383,418)
      Accumulated deficit during exploration stage       (2,984,102)      (799,663)
      Accumulated other comprehensive income (loss)            (413)        37,901
                                                        -----------    -----------
             TOTAL STOCKHOLDERS' EQUITY
                                                            199,157        362,942
                                                        -----------    -----------
TOTAL LIABILITIES AND
      STOCKHOLDERS' EQUITY                              $   566,313    $   451,704
                                                        ===========    ===========
</TABLE>

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

                                      F-2
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                   For the Period
                                                                                         From
                                                                                   October 1, 1996
                                                                                    (Inception of
                                                          For the Year Ended      Exploration Stage)
                                                     -----------------------------       to
                                                     September 30,   September 30,   September 30,
                                                         2000            1999           2000
                                                      (Restated)      (Restated)      (Restated)
                                                     --------------------------------------------
<S>                                                  <C>             <C>             <C>
REVENUES                                             $         --    $         --    $         --
                                                     ------------    ------------    ------------
EXPENSES
      Mineral property expense                            824,415         114,651       1,070,141
      General and administrative                          455,714         141,751         632,502
      Officers and directors compensation                 258,732         116,559         392,541
      Legal and professional                              362,090          12,745         384,680
      Depreciation                                         10,823             288          11,111
                                                     ------------    ------------    ------------
          Total Expenses                                1,911,774         385,994       2,490,975
                                                     ------------    ------------    ------------
OPERATING LOSS                                         (1,911,774)       (385,994)     (2,490,975)
                                                     ------------    ------------    ------------
OTHER INCOME (EXPENSES)
      Dividend and interest income                          1,249             319           6,339
      Loss on disposition and impairment of assets       (118,753)       (191,674)       (311,979)
      Gain on investment sales                              5,420           1,177           1,309
      Financing expense                                  (159,544)         (2,659)       (193,723)
      Interest expense                                     (1,137)           (504)         (1,651)
      Miscellaneous income                                    100           5,790           6,578
                                                     ------------    ------------    ------------
          Total Other Income (Expense)                   (272,665)       (187,551)       (493,127)
                                                     ------------    ------------    ------------
INCOME (LOSS) BEFORE INCOME TAXES                      (2,184,439)       (573,545)     (2,984,102)

INCOME TAXES                                                   --              --              --
                                                     ------------    ------------    ------------
NET LOSS                                               (2,184,439)       (573,545)     (2,984,102)
                                                     ------------    ------------    ------------
OTHER COMPREHENSIVE INCOME (LOSS)
      Change in market value of investments               (38,314)        (79,179)           (413)
                                                     ------------    ------------    ------------
NET COMPREHENSIVE LOSS                               $ (2,222,753)   $   (652,724)   $ (2,984,515)
                                                     ============    ============    ============
BASIC AND DILUTED NET LOSS PER SHARE,                $      (0.21)   $      (0.19)   $      (0.43)
                                                     ============    ============    ============
WEIGHTED AVERAGE NUMBER OF
      COMMON SHARES OUTSTANDING                        10,282,013       3,086,697       6,940,919
                                                     ============    ============    ============
</TABLE>

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

                                      F-3
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                                      Restated
                                                   Common Stock
                                             -------------------------      Stock                        Other
                                                Number                   Options and   Accumulated    Comprehensive
                                              of Shares       Amount       Warrants      Deficit         Income         Total
                                             -----------   -----------   -----------   -----------    -------------  -----------
<S>                                            <C>         <C>           <C>           <C>            <C>            <C>
Balance, October 1, 1996                       1,754,242   $   680,760   $        --   $  (383,418)   $        --    $   297,342

Common stock issuances as follows:
    - for cash at $0.50 per share                200,000       100,000            --            --             --        100,000
    - for payment of liabilities and
        expenses at $0.50 per share               45,511        22,756            --            --             --         22,756
Net loss for the year ended September 30,
  1997                                                --            --            --      (109,614)            --       (109,614)
                                             -----------   -----------   -----------   -----------    -----------    -----------
Balance, September 30, 1997                    1,999,753       803,516            --      (493,032)            --        310,484

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

Net loss for the year ended September 30,
  1998                                                --            --            --      (116,504)            --       (116,504)
Other comprehensive income                            --            --            --            --        117,080        117,080
                                             -----------   -----------   -----------   -----------    -----------    -----------
Balance, September 30, 1998                    2,258,253       930,516            --      (609,536)       117,080        438,060

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

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

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

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

Balance, September 30, 1999                    5,345,511   $ 1,505,463   $     2,659   $(1,183,081)   $    37,901    $   362,942
                                             -----------   -----------   -----------   -----------    -----------    -----------
</TABLE>

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

                                      F-4
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                                      Restated
                                                   Common Stock
                                             -------------------------      Stock                        Other
                                                Number                   Options and   Accumulated    Comprehensive
                                              of Shares       Amount       Warrants      Deficit         Income         Total
                                             -----------   -----------   -----------   -----------    -------------  -----------
<S>                                            <C>         <C>           <C>           <C>            <C>            <C>
Balance, October 1, 1999                       5,345,511     1,505,463         2,659    (1,183,081)        37,901        362,942

Common stock and option issuances as follows:
    - for employee, officer and director
      compensation at an average of
      $0.61 per share                            231,361       142,760        11,406            --             --        154,166
    - for officers' and directors'
      compensation at an average of $1.19
      per share                                   11,500        13,730            --            --             --         13,730
    - for services at an average of $0.47
      per share                                  530,177       251,635            --            --             --        251,635
    - for mineral property at $0.89 per
      share                                      100,000        89,000            --            --             --         89,000
    - for investments at $0.33 per share         200,000        66,000            --            --             --         66,000
    - for cash at an average of $0.11 per
      share                                   11,419,009     1,298,651            --            --             --      1,298,651
    - for incentive fees at $0.33 per share       65,285        21,544            --            --             --         21,544
    - for deferred mineral property
      acquisition costs at $0.13 per share       129,938        16,242            --            --             --         16,242
    - for modification of stockholder
      agreement at $0.60 per share               200,000       120,000        18,000            --             --        138,000

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

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

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

Other comprehensive loss                              --            --            --            --        (38,314)       (38,314)
                                             -----------   -----------   -----------   -----------    -----------    -----------
Balance, September 30, 2000                   18,232,776   $ 3,525,025   $    42,065   $(3,367,520)   $      (413)   $   199,157
                                             ===========   ===========   ===========   ===========    ===========    ===========
</TABLE>

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

                                      F-5
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                   For the Period
                                                                                         From
                                                                                   October 1, 1996
                                                                                    (Inception of
                                                          For the Year Ended      Exploration Stage)
                                                     -----------------------------       to
                                                     September 30,   September 30,   September 30,
                                                         2000            1999           2000
                                                      (Restated)      (Restated)      (Restated)
                                                     ------------    ------------    ------------
<S>                                                  <C>             <C>             <C>
Cash flows from operating activities
   Net loss                                          $ (2,184,439)   $   (573,545)   $ (2,984,102)
   Adjustments to reconcile net income (loss)
   to net cash used by operating activities:
      Depreciation                                         10,823             288          11,111
      Loss (gain) on investment sales                      (5,420)         (1,177)          3,847
      Loss on disposition and impairment of
        assets                                            118,753         191,674         311,979
      Common stock issued for services
        and expenses                                      251,635         184,823         465,214
      Common stock and options issued as
        compensation                                      167,896          77,651         250,047
      Stock options issued for financing
        activities                                             --           2,659           2,659
      Common stock and warrants issued
        for agreement modification                        138,000              --         138,000
      Common stock issued for incentive fees               21,544              --          21,544
   Changes in assets and liabilities:
     Inventory                                                 --              --           3,805
     Prepaid expenses                                        (725)         (1,000)         (1,725)
     Accounts payable                                     320,064           8,571         324,065
     Accrued expenses                                      (6,809)         13,506          19,447
                                                     ------------    ------------    ------------
   Net cash used in operating activities               (1,168,678)        (96,550)     (1,434,109)
                                                     ------------    ------------    ------------
Cash flows from investing activities:
     Payment of deposit                                    (1,000)             --          (1,000)
     Return of deposit                                      1,000              --           1,000
     Proceeds from sale of equipment                           --          33,926          33,926
     Proceeds from sale of mineral property                    --          20,000          20,000
     Purchase of furniture and equipment                  (35,910)           (450)        (37,195)
     Payments for mineral properties and
     acquisition costs                                    (35,800)        (10,000)        (45,800)
     Proceeds from investments sold                        27,606          16,146          71,287
                                                     ------------    ------------    ------------
   Net cash provided (used) by investing
     activities                                           (44,104)         59,622          42,218
                                                     ------------    ------------    ------------
Cash flows from financing activities:
     Payments on notes payable and short term
       borrowings                                          (2,712)             --          (2,712)
     Sale of warrants for common stock                     10,000              --          10,000
     Proceeds from short term borrowings                       --           2,000          42,000
     Sale of common stock                               1,298,651          41,000       1,441,151
                                                     ------------    ------------    ------------
   Net cash provided by financing activities            1,305,939          43,000       1,490,439
                                                     ------------    ------------    ------------
NET INCREASE IN CASH                                       93,157           6,072          98,548

CASH, BEGINNING OF YEAR                                     8,998           2,926           3,607
                                                     ------------    ------------    ------------
CASH, END OF YEAR                                    $    102,155    $      8,998    $    102,155
                                                     ============    ============    ============
SUPPLEMENTAL INFORMATION:
   Interest paid                                     $      1,137    $        504           1,651
   Taxes paid                                        $         --    $         --              --

Non-cash financing activities:
   Common stock issued for acquisition of
     mineral properties                              $    105,242    $     89,631    $    269,873
   Common stock issued for acquisition of
     mining equipment                                $         --    $    180,000    $    180,000
   Common stock issued for services and
     expenses                                        $    251,635    $    184,823    $    465,214
   Common stock issued for investment                $     66,000    $      1,000    $     67,000
   Common stock issued for debt                      $         --    $        842    $     40,842
   Deferred acquisition costs on mining
     property                                        $         --    $     46,242    $     46,242
   Stock options issued for financing
     activities                                      $         --    $      2,659    $      2,659
   Common stock issued for incentive fees            $     21,544    $         --    $     21,544
   Common stock and warrants issued
     for agreement modifications                     $    138,000    $         --    $    138,000
   Common stock and options issued as
     compensation                                    $    167,896    $     77,651    $    250,047
   Purchase of equipment with financing
     agreement                                       $     14,093    $         --    $     14,093
   Investments received for mineral property         $      5,000    $         --    $      5,000
</TABLE>

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

                                      F-6
<PAGE>

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

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Trend Mining Company (formerly Silver Trend Mining Company) ("the Company") was
incorporated on September 7, 1968 under the laws of the State of Montana for the
purpose of acquiring, exploring and developing mining properties. From 1984 to
late 1996, the Company was dormant. In November 1998, the Company changed its
focus to exploration for platinum and palladium related metals. In February
1999, the Company changed its name from Silver Trend Mining Company to Trend
Mining Company to better reflect the Company's change of focus to platinum group
metals. The Company conducts operations primarily from its offices in Coeur
d'Alene, Idaho. The Company has elected a September 30 fiscal year-end. As part
of the Company's Annual Meeting held on February 23, 2001, the stockholders
approved reincorporation of the Company as a Delaware corporation. (See Note 13)

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

Outstanding options and warrants representing 8,307,594 and 250,000 shares for
the years ended September 30, 2000 and 1999, respectively, have been excluded
from the calculation of diluted loss per share as they would be antidilutive.

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

                                      F-7
<PAGE>

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

COMPENSATED ABSENCES
The Company's employees are entitled to paid vacation, paid sick days and
personal days off depending on job classification, length of service and other
factors. The Company estimates that the amount of compensation for future
absences is minimal and immaterial for the years ended September 30, 2000 and
1999 and accordingly, no liability has been recorded in the financial
statements. The Company's policy is to recognize the cost of compensated
absences when compensation is actually paid to employees.

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

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

At September 30, 2000, the Company had not engaged in any transactions that
would be considered derivative instruments or hedging activities.

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

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

EXPLORATION COSTS
In accordance with generally accepted accounting principles, the Company
expenses exploration costs as incurred. Exploration costs expensed during the
year ended September 30, 2000 were $824,415. The exploration costs expensed
during the Company's exploration stage were $1,070,141.

                                      F-8
<PAGE>

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

GOING CONCERN
As shown in the accompanying financial statements, the Company has no revenues,
has incurred a net loss of $2,184,439 for the year ended September 30, 2000 and
has an accumulated deficit during the exploration stage of $2,984,102. These
factors indicate that the Company may be unable to continue in existence in the
absence of receiving additional funding.

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

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

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

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

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

                                      F-9
<PAGE>

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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

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

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

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

NOTE 3 - MINERAL PROPERTIES

The following describes the Company's significant mineral properties:

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

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

                                      F-10
<PAGE>

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

NOTE 3 - MINERAL PROPERTIES (CONTINUED)

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

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

Subsequent to the date of these financial statements, the Company located and
staked 155 unpatented mining claims in Albany County, Wyoming, including 34
and 121 claims which were staked at the Douglas Creek and Keystone
properties, respectively.

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

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

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

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

NEVADA PROPERTIES
During the year ended September 30, 1999, the Company entered into an agreement
whereby Mountain Gold Exploration would explore and stake claims, transferring
title to the Company upon completion thereof. Transactions were finalized for 13
claims known as the Hard Rock Johnson Property located in Clark County, Nevada.

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

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

                                      F-11
<PAGE>

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

NOTE 3 - MINERAL PROPERTIES (CONTINUED)

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

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

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

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

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

NOTE 4 - COMMON STOCK

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

                                      F-12
<PAGE>

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

NOTE 4 - COMMON STOCK (CONTINUED)

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

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

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

Subsequent to September 30, 2000, during the three month period ended December
31, 2000, the Company issued 10,000 shares of common stock valued at $11,500 for
services, 5,200 shares of common stock valued at $5,880 as compensation, 33,333
shares of common stock from options exercised by an employee for cash of
$10,000, and 100,000 shares of common stock sold for $100,000 cash as a private
placement.

NOTE 5 - COMMON STOCK OPTIONS AND WARRANTS

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

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

                                      F-13
<PAGE>

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

NOTE 5 - COMMON STOCK OPTIONS AND WARRANTS (CONTINUED)

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

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

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

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

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

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

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

On June 27, 2000, the Company and Electrum entered into an amendment to the
stock purchase agreement pursuant to which a previous option to purchase
4,608,000 shares was terminated. These options were replaced with an option
until July 5, 2000 to acquire up to an additional 1,597,588 shares at $0.062 per
share or $100,000 in the aggregate and, upon exercise in full of this option, an
option until September 25, 2000 to acquire up to an additional 4,740,174 shares
at an exercise price of $0.115 per share, or $545,120 in the aggregate. In
addition, the option to purchase warrants was terminated and replaced with an
option to purchase, for $10,000, warrants to buy up to 7,979,761 shares at an
exercise price of $0.40 per share until September 20, 2003.

                                      F-14
<PAGE>

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

NOTE 5 - COMMON STOCK OPTIONS AND WARRANTS (CONTINUED)

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

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

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

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

<TABLE>
<CAPTION>
                                                                           Weighted Average
                                                          Number of Shares  Exercise Price
                                                          ---------------- ---------------
<S>                                                       <C>              <C>
Outstanding at October 1, 1998                                    180,000  $           .41
Granted                                                           150,000              .27
Exercised                                                              --               --
Forfeited                                                              --               --
Expired                                                           (80,000)             .20
                                                          ---------------  ---------------
Outstanding at September 30, 1999                                 250,000  $           .39
                                                          ===============  ===============
Options exercisable at September 30, 1999                         250,000  $           .39
                                                          ===============  ===============
Outstanding at October 1, 1999                                    250,000  $           .39
Granted                                                         9,990,595              .12
Exercised                                                      (9,962,762)             .11
Forfeited                                                              --               --
Revised                                                          (100,000)             .57
Expired                                                           (50,000)             .35
                                                          ---------------  ---------------
Outstanding at September 30, 2000                                 127,833  $           .50
                                                          ===============  ===============
Options exercisable at September 30, 2000                         127,833  $           .50
                                                          ===============  ===============

     Exercise Date
------------------------------
On or before July 19, 2001                                         15,000  $           .50
On or before February 25, 2002                                     33,333  $           .30
On or before July 19, 2002                                         12,500  $          1.00
On or before April 14, 2003                                        67,000  $           .50
</TABLE>

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

                                      F-15

<PAGE>

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

NOTE 6 - RELATED PARTY TRANSACTIONS

The Company has accrued director and officer fees in the amounts of $9,746 at
September 30, 1999.

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

In July 2000, the Company entered into an employment agreement with John Ryan,
then the Chief Financial Officer, Secretary and Treasurer of the Company, under
which Mr. Ryan received 3,000 shares per month of Trend common stock as
compensation for his services. Mr. Ryan resigned in December 2000, and this
agreement was terminated.

NOTE 7 - PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost. Major additions and improvements
are capitalized. Minor replacements, maintenance and repairs that do not
increase the useful lives of the assets are expensed as incurred. Depreciation
of property and equipment, including vehicles, is being calculated using the
straight-line method over the expected useful lives of five years of the assets.
Depreciation expense for the years ended September 30, 2000 and 1999 was $10,823
and $288, respectively. The following is a summary of property, equipment, and
accumulated depreciation.

                                       September 30,          September 30,
                                           2000                    1999
                                   --------------------    --------------------
Furniture and Equipment            $             51,258    $              1,285
Less: Accumulated Depreciation                  (11,081)                   (288)
                                   --------------------    --------------------
                                   $             40,177    $                997
                                   ====================    ====================

NOTE 8 - INVESTMENTS

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

The Company recognized a charge for other comprehensive loss of $38,314 for
the year ended September 30, 2000, while the Company recognized a loss in other
comprehensive income for change in market value of investments of $79,179 for
the year ended September 30, 1999.

                                      F-16
<PAGE>

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

NOTE 8 - INVESTMENTS (CONTINUED)

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

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

NOTE 9 - NOTES PAYABLE

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

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

         Note payable to First Security Bank, N.A
                  Interest at 14.99%, secured by
                  1995 Ford F-250, payable in
                  monthly installments of $231
                  through April 7, 2005                                   9,042
                                                                       --------

                  Total notes payable                                    13,381
                  Less: Current maturities included in
                             current liabilities                         (2,992)
                                                                       --------
                                                                       $ 10,389
                                                                       --------

Following are the maturities of long-term debt for each of the next five years:

      2001                                                             $  2,992
      2002                                                                3,608
      2003                                                                2,884
      2004                                                                2,345
      2005                                                                1,552
                                                                       --------
                                                                       $ 13,381
                                                                       ========

                                      F-17
<PAGE>

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

NOTE 10 - INCOME TAXES

At September 30, 2000, the Company has accumulated operating losses
approximating $2,000,000. These operating losses may be offset against future
taxable income, however there is no assurance that the Company will have income
in the future. Accordingly, the potential tax benefit of the net operating loss
carryforward is offset by a valuation allowance of the same amount. The
Company's ability to utilize these net operating loss carryforwards may be
limited by ownership changes.

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

NOTE 11 - COMMITMENTS AND CONTINGENCIES

LAKE OWEN OPTION AGREEMENT
In July 1999, the Company executed an option agreement with General Minerals
Corporation (hereinafter "GMC") wherein the Company can earn a 100% interest in
a mineral property in Albany County, Wyoming in exchange for its payment of
exploration expenditures during the three-year option period, which commenced on
July 27, 1999. Under the agreement, the Company is obligated to spend $750,000
on exploration expenditures for this project, commonly known as the Lake Owen
property, during the option period, with no less than $150,000 of such
expenditures to be made within the first year. This agreement was amended in
June 2000 to include $15,000 of geophysical survey work, which should be
completed by December 31, 2000.

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


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


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

                                      F-18
<PAGE>

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

NOTE 11 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

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

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

Subsequent to the date of these financial statements in October 2000, the
Company entered into a lease for its executive offices in Coeur d'Alene. The
lease has a three-year term with monthly rent of $2,656 in addition to a $2,656
security deposit. The Company has the option to extend the lease for an
additional two years at a monthly rent of $2,921.

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

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

                       2001                          $    52,572
                       2002                               47,397
                       2003                               31,872
                                                     -----------
                       Total                         $   131,841
                                                     ===========



NOTE 12 - DISPOSAL AND IMPAIRMENT OF ASSETS

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

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


                                      F-19
<PAGE>

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

NOTE 13 - SUBSEQUENT EVENTS

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

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

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

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

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

In December 2000, the Company entered into an agreement with Electrum under
which Electrum has borrowed $200,000 of $250,000 available. The funds obtained
under this agreement bear interest at 8%, and repayment is due on the earlier of
June 30, 2001 or upon the Company's completion of a public or private debt or
equity financing.


In connection with these loan agreements, in February 2001, the Company
granted to Electrum warrants to purchase 285,000 shares of its common stock
at $1.50 per share, exercisable through September 30, 2003. Electrum may also
elect to be repaid the total amounts outstanding under both loans in "units"
of Trend securities, at the rate of one unit per each dollar owed. Each unit
would consist of one share of common stock and a warrant to purchase one
share of common stock at $1.50 per share, exercisable through September 30,
2003. Electrum has agreed that at least $100,000 of the November 2000 loan
will be repaid in units.


                                      F-20
<PAGE>

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

NOTE 13 - SUBSEQUENT EVENTS (CONTINUED)


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


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

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

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

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

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

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

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

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

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

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

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

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

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

                                      F-21
<PAGE>

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

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

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

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

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

NOTE 15 - CORRECTIONS OF ESTIMATES IN PREVIOUSLY FILED FINANCIAL STATEMENTS

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

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

                                      F-22
<PAGE>

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

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

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

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

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

                                      F-23