**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**




**FORM
      10-KSB**




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




For
      the
      fiscal year ended September 30, 2006




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




For
      the
      transition period from _______ to _________




Commission
      file number 000-31159




TREND
      MINING COMPANY


(Name
      of
      small business issuer in its charter)




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





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





Issuer’s
                telephone number (303) 798-7363


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




Title
                of each class
            Name
                of each exchange on which registeredNone





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




Common
      Stock, par value $0.01


(Title
      of
      Class)




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




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




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




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes o   No x




State
      issuer’s revenues for its most recent fiscal year: $169,398







T he
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates was $4,856,375 based upon the $0.11 closing price per share
      of
      Trend’s common stock as quoted by the OTC Bulletin Board on December 29,
      2006.




The
      number of shares common stock, par value $0.01, issued and outstanding at
      December 29, 2006 was 54,831,011 shares.




**DOCUMENTS
      INCORPORATED BY REFERENCE**




Certain
      exhibits filed with Trend’s prior registration statements and period reports
      under the Securities Exchange Act 1934 are incorporated herein by reference.




Transitional
      Small Business Disclosure Format (check one): Yes o   No x









**WARNING
      CONCERNING FORWARD LOOKING STATEMENTS**




This
      annual report on form 10-KSB for the year ended September 30, 2006 contains
      forward looking statements. These include statements regarding Trend’s intent,
      belief or expectations, or the intent, belief or expectations of Trend’s
      directors or Trend’s officers with respect to:




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


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


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


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


·
            Trend’s
                ability to retain key employees.




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




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


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


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


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


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


·
            Compliance
                with and changes to environmental
                regulations;


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


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


·
            Changes
                in federal, state and local
                legislation.




These
      unexpected results could occur due to many different circumstances, some of
      which are beyond Trend’s control, such as changes in regulations and changes in
      the capital markets or the economy generally. For further details, please see
      “Risks Related to our Business” in “Item 1. Description of Business” in this
      annual report.




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




i




**TREND
      MINING COMPANY**


**FORM
      10-KSB ANNUAL REPORT**


**FOR
      THE FISCAL YEAR ENDED SEPTEMBER 30, 2006**




Table
      of
      Contents


PART
                  IITEM
                  1.
              Description
                  of Business
              
              1ITEM
                  2.
              Description
                  of Property
              
              4ITEM
                  3.
              Legal
                  Proceedings
              
              26PART
                  IIITEM
                  5.
              Market
                  For Common Equity And Related Stockholder Matters
              
              26ITEM
                  6.
              Management’s
                  Discussion and Analysis or Plan of Operation
              
              30ITEM
                  7.
              Financial
                  Statements
              
              36ITEM
                  8.
              Changes
                  In and Disagreements with Accountants on Accounting and Financial
                  Disclosure
              
              64ITEM
                  8A.
              Controls
                  and Procedures
              
              64PART
                  IIIITEM
                  9.
              Directions,
                  Executive Officers, Promoters, Control Persons and CorporateGovernance;
                  Compliance with Section 16(a) of the Exchange Act
              
              65ITEM
                  10.
              Executive
                  Compensation
              
              67ITEM
                  11.
              Security
                  Ownership of Certain Beneficial Owners and Management and Related
                  Stockholder Matters
              
              69ITEM
                  12.
              Certain
                  Relationships and Related Transactions
              
              72ITEM
                  13.
              Exhibits
              
              73ITEM
                  14.
              Principal
                  Accountant Fees and Services
              
              77




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




ii


**PART
      I**




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




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




Trend
      is
      an exploration company and has been engaged since 1998 in the acquisition and
      exploration of diverse metal properties, primarily in the United States and
      Canada. During the period 2004-2005, the Company commenced uranium exploration
      activities in Canada, entered into an agreement to explore for platinum group
      metals and other metals at Stillwater, Montana, and acquired a 1% Net Smelter
      Returns gold royalty interest in Chile. Trend’s plan is to acquire and explore
      mineral properties that have sufficient merit and potential to subsequently
      vend
      them to larger companies. Trend does not intend to be an operating miner in
      the
      near term. Rather, we seek to create passive interests in high quality projects
      which become managed by other, larger firms. Currently, we control exploration
      properties which are prospects for copper-nickel, platinum-palladium, and
      uranium mineralization in Saskatchewan, Montana and Wyoming. At present, none
      of
      our exploration projects is known to contain commercially viable ore reserves,
      and none of our exploration properties is in production. Consequently, we have
      no current source of significant operating income or cash flow. We have acquired
      a royalty on a Chilean gold mine which commenced commercial production of gold
      bullion during the second calendar quarter of 2006, which is currently paying
      us
      approximately $20,000 per month after tax. Our present business objectives
      for
      the near term are to focus on raising sufficient capital to retain and advance
      our mineral properties.




Our
      principal executive offices are located at 5439 South Prince Street, Littleton,
      Colorado 80120, and our telephone number is (303) 798-7363.




**TREND’S
      EXPLORATION PROCESS**




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




As
      more
      fully described below, we have formulated specific exploration plans for our
      exploration projects at Stillwater, Montana such that we plan to continue to
      operate at Stillwater in order to enhance its value before finding a partner.
      As
      to the other exploration projects, these have already been joint ventured or
      leased out to others. For example, Diabase Peninsula (uranium) is being explored
      by our partner, Nuinsco Resources, and Lake Owen (platinum group metals, iron
      titanium and vanadium) is being explored by RMP Resources. We are marketing
      our
      Peter Lake project although we have spent sufficient funds on this project
      to
      hold some of the claims for another year.




Phase
      One
      of exploration normally begins with recognition that a property has merit,
      acquisition of rights to explore said property, and then follow up consisting
      of
      detailed geologic mapping and sampling of the rocks to verify if they contain
      anomalous concentrations of metals indicative of mineral potential. If, after
      a
      preliminary evaluation, a project still has apparent potential, considerable
      sums of money may be spent in the first phase to determine from surface geology
      and assaying of surface rocks whether the subsurface is worth testing;
      geochemical surveys will contribute to such elevated costs, but we may embark
      on
      geophysical surveys to learn more about the subsurface before drilling. Careful
      interpretation of the data collected from the various tests would then be used
      to determine whether further exploration is warranted.




1




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




The
      magnitude of our exploration budget for existing projects as well as business
      development, will vary from project to project depending on the size of the
      project, its remoteness or accessibility, the quality and quantity of existing
      information, and the cost of appropriate next steps in advancing any given
      project. By way of example, it may cost well over $160,000 for a reconnaissance
      program at Peter Lake, where we control a very large claim block (approximately
      57 square miles) over geologically attractive and yet very remote and
      underexplored ground. Fees required to hold all of this ground for another
      year
      to 2007 would cost us an equivalent amount. In contrast, we spent approximately
      $9,000 for ground magnetic studies at Lake Owen because of its accessibility
      (along with approximately $78,000 in additional expenses for Bureau of Land
      Management holding fees, county filing fees, and related expenses).




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




**COMPETITION**





We
      compete with other exploration and mining companies to acquire and maintain
      favorable land positions. Our method of competition in this regard is to protect
      the properties we own by complying with regulations and staying current on
      all
      fee requirements relating to our properties.




**LICENSE
      AND ROYALTY AGREEMENTS**





We
      own a
      1% net smelter returns royalty on the Andacollo gold mine in Chile which was
      taken off of care and maintenance and placed back into commercial production
      in
      April, 2006. We began receiving royalties on this property during the third
      quarter of fiscal 2006.




We
      own a
      1.5% net smelter return royalty on the Pyramid project, an exploration property
      consisting of five unpatented mining claims in Churchill County, Nevada which
      we
      sold to Western Goldfields, Inc. in August 2002 and which claims are now
      controlled by Consolidated Goldfields. We also own a 2.5% net smelter returns
      royalty on patented mining claims located north of Anchorage, Alaska, that
      are
      owned by the Rae Wallace Company, a former subsidiary. As of November 1, 2006,
      we have not received any revenue as a result of these royalties.




2




**GOVERNMENT
      COMPLIANCE**





Our
      activities are subject to extensive federal, state/provincial and local
      regulations in both the United States and Canada. These statutes regulate the
      mining of and exploration for mineral properties, and also the possible effects
      of such activities upon the environment. Future legislation and regulations
      could cause additional expense, capital expenditures, restrictions and delays
      in
      the development of our properties, the extent of which cannot be predicted.
      Also, permits from a variety of regulatory authorities are required for many
      aspects of mine operation and reclamation. In the context of environmental
      permitting, including the approval of reclamation plans, 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
      how stringently the regulations are implemented by the permitting authority.
      We
      are not presently aware of any specific material environmental constraints
      affecting our properties that would preclude the economic development or
      operation of any specific property.




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




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




Costs
      for
      reclaiming roads for access and drill programs can become expensive, but to
      date
      our programs have been small and helicopter-supported, obviating the need for
      access roads. However, should we mount larger programs, such costs could vary
      from a few hundred to a few thousand dollars per drill hole site. Whereas roads
      will not be built until our exploration programs are more advanced, drill road
      reclamation costs will vary according to the amount of road construction, which
      we cannot estimate at this time. Once a plan of exploration has been submitted
      and where drill holes or access roads will be undertaken, we will be required
      to
      post reclamation bonds. It is difficult to estimate what the cost of such bonds
      will be, since the bonding requirements are unique to the proposed exploration
      plan. However, it is a reasonable assumption that in some circumstances these
      bonds may be a significant percentage of the exploration costs.




**WEATHER**





Our
      properties are located in the northern United States and Canada, and thus
      weather may play a role in the cost of implementing an exploration program.
      In
      the United States, our properties are located in National Forests, where access
      roads are often poorly maintained. With high rainfall, for example, there may
      be
      some chance of washouts occurring on roads, which could prevent access to some
      of, or portions of, the properties. Forest fires could lead to government
      agencies’ restricting or even closing access to our properties such as they did
      at Stillwater in 2006. Such closures would prevent us from undertaking planned
      exploration programs and require those programs to be postponed. Harsh winter
      conditions may preclude planned winter access of our properties and/or reduce
      the effective summer field season. In Canada, mild winter conditions could
      preclude us from performing winter work programs where such programs depend
      upon
      a winter freeze up of lakes to provide access to the property (especially for
      drilling purposes).




3




**EMPLOYEES**





We
      have
      one full time employee, our President & CEO, Thomas Loucks.




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




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




We
      currently hold a 1% Net Smelter Returns royalty interest on an operating gold
      mine in Chile, own two PGE projects in Wyoming (currently leased out) and
      Saskatchewan, are acquiring a 50% interest in a third PGE-and-base metals
      project located at Stillwater, Montana, and hold a joint venture interest in
      a
      uranium project in Saskatchewan, Canada.




Property
                (1)
            
            Location
            
            Acres
            
            Work
                Performed
            
            Calendar
                2007 Exploration Budget (2)
            
            Ownership
                / InterestStillwater
                (3)
            
            Stillwater,
                Montana
            
            1,400
            
            $135,000
                diamond drilling program.
            
            $640,000
            
            0%Lake
                Owen (4)
            
            Wyoming
            
            12,020
            
            $15,000
                magnetic survey and field geology.
            
            RMP
                budgeted $200,000
            
            100%Peter
                Lake (5)
            
            Saskatchewan,
                Canada
            
            14,781
                ha or 36,500 ac
            
            2005
                Geological recon- naissance ($US117,000), claim group expanded
                ($US88,000).
            
            $Nil
            
            100%Cree
                Lake (6)
            
            Saskatchewan,
                Canada
            
            4,224
                ha or 10,438 ac
            
            Acquired
                September 2004 - October 2004. Effective December 2004, Nuinsco Resources
                became operator and earned a 50% interest. Identified uranium targets
                and
                performed follow-up drilling during fiscal year 2005 worth $US
                360,000.
            
            Nuinsco
                Resources budgeted $C 1 million for 2006
            
            100%Ancadollo,
                Chile
            
            Andacollo,
                Chile
            
            1,200
                ha or 2,965 ac
            
            Evaluation
                and acquisition.
            
            Not
                relevant.
            
            1%
                royaltyTotal
            
            
            
            29,401
            
            
            
            $640,000







(1)
            Our
                United States and Saskatchewan property interests are in the form
                of lode
                mining claims. At Lake Owen and at Peter Lake, we control 100% of
                the
                mineral rights to our unpatented claims. At Cree Lake, we lease one
                unpatented mining claim, own two others, and claims owned by our
                partner,
                Nuinsco Resources, fall within an area of influence and thus will
                be
                subject to our joint venture agreement. At Stillwater, we are spending
                money to earn a 50% interest in both patented and unpatented mining
                claims
                leased by Aurora Metals (BVI) Limited (“Aurora”) from an underlying third
                party. At Andacollo, we own no claims but hold a royalty interest
                in all
                claims belonging to the mining operation. The viability of unpatented
                mining claims is dependent upon inherent uncertainties and conditions
                which relate to:


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


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


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




4




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


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


(2)
            Our
                exploration budget will be funded from debt and equity financings.


(3)
            We
                may acquire a 50% interest in Aurora’s Stillwater project by spending $2
                million over 5 years beginning January 1, 2005. We have spent
                approximately $368,000 in qualifying expenditures to date and thus
                have
                not yet vested any interest in the Stillwater project. Our 2006 program
                was plagued by forest fires and then snow, such that we will underspend
                the work requirement for calendar 2006. The Company has informed
                Aurora
                that it has declared Force Majeure relating to the 2006 work program.
                To
                maintain our right to earn 50% in this project, the Company must
                have
                spent a cumulative $500,000 by December 31, 2006, and thus we may
                add the
                deficiency of $140,000 to next year’s commitment of $500,000.


(4)
            Effective
                June 1, 2006, Trend has leased the Lake Owen project to RMP Resources,
                a
                private company which has become operator of the project. RMP must
                spend
                $200,000 over the 12 month period June 1, 2006-May 31, 2007 to keep
                the
                project. As long as RMP’s lease is effective, Trend will have no further
                costs related to this project.


(5)
            Trend
                is attempting to market Peter Lake and find a partner to explore
                it. The
                2005 work program resulted in Trend being able to hold much of the
                property for another year without having to spend more. Trend does
                not
                expect to spend exploration funds at Peter
                Lake.


(6)
            At
                Cree Lake/Diabase Peninsula, Nuinsco is operator and has paid all
                costs
                totaling in excess of $CDN 1 million through May, 2006 and thus has
                vested
                its 50% interest. Trend is not currently funding its 50% of this
                program,
                and thus technically Trend’s ownership interest will dilute as Nuinsco
                spends new funds. However, should Nuinsco make a discovery, Trend
                can
                recapture its 50% interest by reimbursing Nuinsco for all of Trend’s
                unpaid expenditures plus a 40% one time penalty whenever Nuinsco
                determines to take the project into development.





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




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




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




5




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


**PROPERTY**
            
            **FEDERAL
                FEES**
            
            **COUNTY
                FEES**
            
            **PROVINCIAL
                FEES $C**
            
            **ASSESSMENT
                WORK $US****Stillwater**
            
            **$**
            **8,875**
            **(1)**
            **$**
            **nil**
            
            
            **N.A.**
            
            
            **N.A.****Lake
                Owen (2)**
            
            
            **N.A.**
            
            
            **N.A.**
            
            
            **N.A.**
            
            
            **N.A.****Peter
                Lake (3)**
            
            
            **N.A.**
            
            
            **N.A.**
            
            **$**
            **C177,372**
            
            **$**
            **159,064****Cree
                Lake (4)**
            
            
            **N.A.**
            
            
            **N.A.**
            
            **$**
            **C50,688**
            
            **$**
            **45,456****Andacollo**
            
            
            **N.A.**
            
            
            **N.A.**
            
            
            **N.A.**
            
            
            **N.A.****Total**
            
            **$**
            **8,875**
            
            
            **nil**
            
            **$**
            **C228,060**
            
            **$**
            **204,520**





(1)
            Plus
                $675/month in calendar 2006 - and $1,102.50 thereafter - until Trend
                earns
                its 50% interest, --in advance minimum royalty payments to underlying
                owners.


(2)
            Lake
                Owen was leased by RMP Resources effective June 1, 2006, and there
                will be
                no further liability as long as they maintain their lease in good
                standing.


(3)
            Trend
                will either find a partner for Peter Lake and/or spent sufficient
                funds in
                2006 to hold most of the property for
                2007.  (4)
            The Cree Lake obligation will be satisfied by our
              partner, Nuinsco.




**INSURANCE**




Because
      Trend’s properties are either exploration stage projects or royalty interests,
      the Company does not currently carry insurance on any of its properties on
      an
      ongoing basis. We normally purchase liability insurance during drilling programs
      .




**STILLWATER
      PROJECT, MONTANA**





In
      February, 2005, the Company and Aurora Metals (BVI) Limited entered into a
      joint
      venture agreement to explore for platinum group metals (“PGM” mineralization) as
      well as copper and nickel on certain claims covering portions of the Stillwater
      layered intrusive complex in Montana. Trend immediately took control of the
      project and has been operator of the exploration program on these claims since
      that time.




Layered
      intrusions such as Stillwater are known for hosting PGM mineralization, chrome,
      iron, copper-nickel and other metals in certain favorable layers of the massive
      rock body, and Stillwater itself is best known as the location of the largest
      platinum-palladium mining operations located outside of the Bushveld complex
      - a
      similar suite of rocks - in South Africa. Operated by Stillwater Mining Company
      (“SMC”), the Stillwater operation produces at an annual rate of approximately
      800,000 ounces (combined platinum and palladium) per year. Our claims lie
      adjacent to SMC’s operations.




Under
      the
      terms of the joint venture agreement, we are the operator during the exploration
      phase of the venture and can earn 50% in the project by spending $2 million
      over
      5 years, beginning January 1, 2005. Pursuant to the agreement, we committed
      to
      spend $100,000 during the first year, $400,000 during the second year and
      $500,000 during each of the remaining three years. Under the agreement, we
      also
      paid to Aurora 50,000 shares of our common stock on February 17, 2005; $20,000
      cash and 20,000 shares on January 2, 2006; and we are obligated to pay Aurora
      an
      additional $20,000 in cash or stock on subsequent anniversary dates until we
      have spent a total of $2 million including work expenditures. Once we have
      paid
      Aurora the $2 million under the Agreement, a 50-50 joint venture company will
      be
      formed by the two companies to operate and further develop the project. The
      Trend-Aurora arrangements are subject to terms of two underlying agreements
      with
      the original claim owners.




6




Through
      September 30, 2006, we have spent $368,000 in qualifying work expenditures
      for a
      total paid to Aurora of $385,000. We intend to spend at least $640,000 during
      the calendar year 2007.




**Location
      and Access**




Mining
      claims belonging to the Trend-Aurora Joint Venture at Stillwater lie
      approximately 90 miles west-southwest of Billings or 45 miles southwest of
      Columbus, Montana.




**Title
      Status**





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




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




**Exploration
      History**




The
      Stillwater Complex is a large layered intrusive rock body which hosts a number
      of deposits and occurrences of platinum, palladium, copper, nickel, chrome,
      and
      minor gold mineralization. The producing Stillwater mine is the world’s largest
      producer, according to Stillwater’s annual report, of platinum and palladium
      outside South Africa and produces approximately 800,000 ounces of these metals
      annually. Exploration in the district dates back over 100 years and most of
      the
      district was acquired by the Mouat family, ranchers and farmers who lived
      nearby. Stillwater became a site of chromite production during World War II,
      and
      then, in the 1970s and 1980s, there was extensive exploration on claims owned
      mostly by the Mouats but conducted by Anaconda Copper Corporation,
      Johns-Manville, Chevron Resources and others to locate the horizon where
      mineralization similar to that in South Africa could occur. Johns-Manville
      and
      Chevron wound up with the now-producing horizon and Anaconda came away with
      similar ground with potential not only for platinum and palladium but also
      for
      copper, nickel and chrome. Anaconda was subsequently acquired by ARCO and exited
      the minerals business, but the Anaconda mining claims have been handed down
      over
      the past 20 years through a chain of related junior companies and are now held
      by Aurora. Most of the patented and unpatented mining claims held by Aurora,
      and
      the portions we now lease from Aurora, are leased from descendants of the
      original Mouat family. The ground we are exploring hosts known deposits of
      copper-nickel mineralization as well as occurrences of platinum and palladium.
      We do not lease the historic chromite workings.




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





7


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





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





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




During
      the winter of 2005-2006, we retained Derry, Michener, Booth, & Wahl to
      calculate a manual estimate of the Mouat mineralization and to advise Trend
      whether the mineralization warrants serious follow-up. DMBW’s February estimate
      suggests a potentially viable project at today’s nickel and copper price levels.




**Geology
      and Mineralization**




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




**Exploration
      Plans**




In
      fiscal
      year 2006, we intended to spend an estimated $500,000 on a drilling, sampling,
      and exploration program to continue the search for larger concentrations of
      copper, nickel, platinum and palladium. This program was foreclosed first by
      forest fires and finally by drifts of snow. The 2007 program will require
      expenditures of $640,000 and is planned to involve a re-examination and new
      drilling within the recognized Mouat resources or possible extensions, thereto.
      In addition, if re-examination of historical evaluations of the Mouat
      nickel-copper resource demonstrates that the deposit could be viable at today’s
      metal prices, we may escalate work at Stillwater to incorporate a second,
      simultaneous but larger effort on the Mouat. However, because this property
      is
      without any known reserves, all programs are exploratory in nature.




8




**LAKE
      OWEN, WYOMING**




Effective
      June 1, 2006, Trend leased the Lake Owen project to RMP Resources, a private
      company. RMP must spend $5 million to vest its ownership interest, after which
      Trend will receive a 3% net smelter returns royalty. RMP will pay Trend $35,000
      in advance minimum royalties per year prior to earning in as well as undertaking
      to pay all underlying BLM and County filing fees. Minimum annual work
      commitments for 2006-2007 will total $200,000, escalating to $350,000 in
      2007-2008 and $500,000 per year thereafter.




**Location
      and Access**




The
      Lake
      Owen platinum group metals and magnetite property is located in Albany County,
      Wyoming, in the Medicine Bow-Routt National Forest. It was expanded in 1999
      when
      Trend staked the adjoining Albany claims; henceforth, these projects are jointly
      referred to as “Lake Owen.” The Lake Owen property is approximately 40 miles
      southwest of Laramie, Wyoming.




**Title
      Status**




We
      hold
      the Lake Owen and adjoining Albany properties by 601 unpatented mining claims.
      The project was acquired in March 2002 from predecessors in interest and remains
      subject to a 4% net profits interest royalty covering these claims. This
      property has cost us a cumulative total of $2,413,960 through September 30,
      2006, net of RMP’s $35,000 payment on signing its lease.




**Exploration
      History**




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




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




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




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




9


RMP
      Resources leased the property from Trend in June of 2006 and have not yet
      reported on results of their work this season.




**Geology
      and Mineralization**




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




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




**Exploration
      Plans**




Effective
      June 1, 2006, Trend has leased the Lake Owen project to RMP Resources as
      described above. RMP must spend $200,000 on Trend’s claims in the coming twelve
      months and expects to conduct surface geological studies as well as a thorough
      examination of the Chevron drill core, all of which is in Trend’s possession. We
      hope and anticipate that new drilling at the project will commence in
      2007.




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




The
      Athabasca Basin is the locus for intensive uranium exploration activity by
      both
      junior exploration companies and large uranium producers. In September of 2004,
      we entered into a program to explore for uranium in Saskatchewan by acquiring
      exploration rights in the Cree Lake area of the Athabasca Basin, and
      subsequently we announced in October and December that we acquired additional
      lands located farther to the southwest along the same mineralized trend. We
      also
      announced on December 14, 2004 that Nuinsco Resources Limited had entered into
      an agreement to earn 50% in our interests by spending $C 1 million over three
      years and taking over the day to day management of the exploration of these
      claims. Nuinsco expended this amount by May of 2006 and vested its
      interest.




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




10




**Location
      and Access**




The
      Diabase Peninsula uranium property is located along the western shore of Cree
      Lake, approximately 570 kilometers (350 miles) due north of Saskatoon. The
      property is accessible only by floatplane or helicopter.





**Title
      Status**




The
      Diabase Peninsula property consists of eight mining claims covering 18,646
      hectares (72 square miles). The central three mining claims cover 4,224 hectares
      (16 square miles), two of which we own outright and one of which was leased
      in
      October 2004 from a Canadian individual. The two claims owned by us require
      a
      minimum work commitment (or government fee in lieu of work) of $C30,516 ~($US
      27,366) per year. The claim that we leased was staked in 2001 and carries a
      minimum work commitment (or fee) of $C20,172 ($US18,090) per year. Going
      forward, Nuinsco will conduct the exploration on the three claims. Regardless
      of
      what Nuinsco spends on claims staked by Nuinsco, Nuinsco will be obligated
      to
      cover the annual work commitment for Trend’s two claims and the third claim we
      lease for a total of $C50,688 (~$US45,456). Under terms of the agreement, the
      five claims which were staked by Nuinsco fall within a 10 kilometer area of
      influence and thus any mineralization found on Nuinsco’s claims will belong to
      the joint venture, but any expenditures made on Nuinsco claims will not apply
      to
      the work commitment required on our three claims.




Terms
      of
      the Diabase Peninsula Lease required that, in addition to the work commitment
      or
      government fee, we were to make payments to the owner of $C15,000, $C20,000,
      and
      $C30,000, respectively, in cash or stock, on September 2 of each of the first
      three years. We have made all three payments. We may exercise our right to
      purchase the claim for $C 11 million any time during the first eight years
      of
      the option, at which time the claim remains subject to a 3% gross royalty on
      any
      and all minerals produced. Under the terms of the Nuinsco agreement, Nuinsco
      has
      become obligated to maintain the lease and, to offset the payments to the
      underlying owner, Nuinsco paid us 212,500 shares of Nuinsco common stock, net
      of
      15% Canadian withholding taxes. This lease expires on September 2,
      2012.




This
      property has cost us a cumulative total of approximately $83,250 through
      September 30, 2006. The value of the Nuinsco shares at September 30, 2006,
      was
      $US 71,550, such that the Company’s net basis in the project at September 30,
      2006, was $US 11,700.




**Exploration
      History**




The
      Athabasca Basin of Saskatchewan is the premier uranium exploration district
      in
      the world because its uranium deposits are extremely high grade, a full order
      of
      magnitude greater than all other types of deposits 1  .
      Such
      deposits occur at the paleo-horizon (unconformity) between underlying
      Proterozoic basement rocks and overlying sandstones of the Athabasca Formation.
      The basement rocks often contain structures and horizons bearing graphite,
      which
      in turn are believed to control uranium deposition and may also serve as a
      guide
      to such mineralization during geophysical prospecting from the
      surface.




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





1 Saskatchewan Geological Survey, 2003, Geology and Mineral and Petroleum
        Resources of Saskatchewan, Miscellaneous Report 2003-7, p. 78 and
        84.


11




**Geology
      and Mineralization**




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




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




**Exploration
      Plans**




Nuinsco
      completed both ground and airborne geophysical programs as well as geochemical
      prospecting during 2005 designed to identify uranium targets for drilling mainly
      in 2006. According to Nuinsco, results of geochemical and geophysical programs
      were very encouraging in that concordant anomalies were found in each survey,
      reinforcing the merits of drilling. The normal mode of operation in northern
      Saskatchewan, in remote areas such as Cree Lake, is to drill in winter so that
      heavy equipment may be mobilized over winter roads and frozen lakes. Drilling
      commenced in December 2005. Drilling expenditures resulted in Nuinsco’s vesting
      its 50% interest during the second calendar quarter of 2006. Nuinsco proposed
      a
      $C 1 million budget for the balance of 2006, and Trend declined to participate.
      Nuinsco has not yet proposed a budget for 2007, but has announced that it plans
      a significant drilling program. Our reason for declining to participate is
      that,
      as attractive as this target is, it represents very expensive and high risk
      exploration, and, in the event that Nuinsco makes a discovery, Trend will have
      a
      one time opportunity to regain our 50% interest by repaying the expenditures
      we
      otherwise would have made plus paying a 40% **** penalty.




**PETER
      LAKE, SASKATCHEWAN, CANADA**




The
      Peter
      Lake Domain is recognized to host known occurrences of copper-nickel and
      platinum-palladium mineralization. This area, including our claim block, was
      the
      scene of a major federal/provincial geological research program designed to
      support mineral exploration during the 2001-2005 period. Trend visited with
      Geological Survey of Canada and Saskatchewan Geological Survey geologists,
      geophysicists, and geochemists in the field during their 2004 program and then,
      during the summer of 2005, we executed a broad reconnaissance program to search
      for extractable concentrations of platinum group metals, copper, nickel, and
      gold mineralization.




**Location
      and Access**




The
      property is located immediately west of Reindeer Lake in northern Saskatchewan,
      Canada, approximately 190 miles north/northeast from La Ronge. There are no
      roads to Peter Lake, and thus access is primarily by float plane and then on
      foot or by canoe.




12




**Title
      Status**




The
      Peter
      Lake property now consists of seven mining claims covering 14,781 hectares
      (~36,500 acres or ~57 square miles) This property has cost Trend a total of
      $US205,700 in exploration, staking expenses, and recording fees through
      September 30, 2006. Saskatchewan has an incentive program whereby a variable
      amount of expended funds is refunded, depending on the number of companies
      applying for the program. In 2005-2006 we received refunds totaling $9,850,
      thereby bringing our cost basis down to $195,850.




Our
      position at Peter Lake evolved as follows:




In
      August
      2000, we staked five claims comprising about 26,253 hectares (101 square miles)
      in northern Saskatchewan. In 2002, we allowed these claims to lapse and
      subsequently restaked them plus one additional claim comprising 5,543 hectares
      (21 square miles).





In
      October of 2004, we recognized that important sites of potential mineralization
      lay slightly west of its existing claim block. Trend expanded its Peter Lake
      Project by acquiring 3 claims. Because we had not spent sufficient funds in
      2004
      to hold all of its earlier claims, and because of competitor activity adjacent
      to Trend’s northeastern most claims, we paid a fee in lieu of work to hold one
      of its early claims, staked four new claims, and let the remainder of the
      earliest claims lapse. At this point, Trend held eight claims comprising 20,324
      hectares (~50,220 acres or ~78 square miles).





Assessment
      work based on the 2005 field program was used to hold all but one of the claims
      such that at September 30, 2006, Trend holds seven claims at Peter Lake
      comprising 14,781 hectares (~36,500 acres or ~57 square miles). We continue
      to
      try to market the project to potential joint venture partners. In the absence
      of
      any partnership, four of Trend’s claims totaling 9,929 hectares will lapse in
      August of 2007 and the remainder will lapse in January of 2008.





**Exploration
      History**




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




**Geology
      and Mineralization**




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




13




**Exploration
      Plans**




Our
      broad
      reconnaissance program in 2005 expended $130,000 in direct expenditures. Trend’s
      geological studies, including mapping and surface sampling, served to highlight
      both the potential of the ground as well as the high cost of exploring it.
      We
      conducted no field work in fiscal year 2006 and plan no field work in fiscal
      year 2007. We hope that the results of our focused 2005 field work will entice
      a
      strong industry partner to join the program and fund it going forward.




**Andacollo,
      Chile**




During
      the fourth quarter of 2005, Trend entered into negotiations to purchase 100%
      of
      Compania Minera Dayton (“CMD”), a Chilean corporation that owns and operates the
      Andacollo Mine in Chile. On September 20, 2005, Trend bought 30% of the
      corporation’s shares (and effectively 30% of the aforementioned mine) while a
      separate group of investors purchased the remaining 70% on the same date.





We
      paid
      an initial $900,000 in cash for the acquisition. We also paid out additional
      related expenses for which it was to be repaid 70% by the other investors.
      Before the end of the year, the investor group bought Trend’s 30% stake in
      exchange for cash of $1,122,975, a 1% net smelter returns royalty, and a 30%
      back-in right exercisable through April 1, 2006. We received the cash portion
      of
      the purchase price during the quarter ended December 31, 2005. As a result
      of
      this transaction, we recognized a gain of $69,804 and retains a 1% net smelter
      returns royalty. We did not exercise the 30% back-in right.





The
      final
      operating permits for the mine were obtained on December 27, 2005, and it became
      fully operational during the second quarter of 2006. Trend is contractually
      entitled to receive 1% of gold revenues from the mine in monthly installments,
      subject to a 35% Chilean withholding tax. Since the commencement of gold
      production, Trend has recognized $134,398 of gross royalty income through
      September 30, 2006.




14


**LOCATION
        MAPS**
 **Figure
          1. Stillwater Project, Montana and Lake Owen, Wyoming**







15
 
 **Figure
          2. Diabase Peninsula, Cree Lake Area, Saskatchewan,
          Canada**


16
 
 **Figure
            3. Andacollo, Chile**









17




**GLOSSARY
      OF TERMS**




ANOMALY:
      a deviation from uniformity or regularity, a local feature distinguishable
      in
      geophysical or geochemical measurement.




ARCHEAN:
      geologic age older than 2,500,000,000 (2.5 billion) years, a term applied to
      the
      oldest rocks of Precambrian time.




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




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




EXCHANGE
      RATE - $C/$US: Many of the Company’s expenses occur in Canadian dollars. Where
      obligations are cited herein, the Canadian obligation will be quoted and then
      translated into US currency at the rate prevailing on or about September 30th,
      2006: $C1.1151 per US dollar.




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




GABBRO:
      coarse-grained, dark colored igneous rocks. Intrusive equivalent of volcanic
      basalt (intrusive rocks cool within the earth’s crust, as opposed to extrusive,
      or volcanic, rocks which cool in the atmosphere).




GEOCHEMISTRY:
      study of relative and absolute abundances of chemical elements and atomic
      species (isotopes) in rocks, soils, water, or atmosphere.


18




GEOPHYSICS:
      study of the earth by quantitative physical methods.




HECTARE:
      metric measure of area, equivalent to 2.47105 acres or 0.003861 square
      miles.




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




INTRUSION/INTRUSIVE:
      a volume of igneous rock that was injected, while still molten, into the earth’s
      crust or other rocks and solidified before reaching the surface as (opposed
      to
      extrusive or volcanic).




LITHOLOGY:
      the physical character of a rock described in terms of its structure, color,
      mineral composition, and grain size.




MAFIC:
      a
      rock dominantly composed of ferromagnesian silicates; used to describe some
      dark
      igneous rocks and their dark constituent minerals (e.g., gabbro and pyroxenite,
      as opposed to light colored rocks (“felsic”) such as granite).




METAMORPHISM:
      the process by which consolidated rocks are altered in composition, texture,
      or
      structure as a result of the earth’s application of heat and/or pressure at
      depth over time.




METALLIFEROUS:
      bearing or producing metal.




MINERALIZATION:
      as applied to mineral deposits, the process of adding concentrations of metals
      to rocks.




NET
      PROFITS INTEREST ROYALTY: a share of net profits generated from a mining
      operation.




NET
      SMELTER RETURNS ROYALTY: a share of net revenues generated from the sale of
      metal produced by a mine, net after certain deductions for the cost of
      transporting, insuring, and refining the metal.




OCCURRENCE:
      site or area where detectable mineralization is known. May or may not be
      economic.




ORE:
      material that can be mined from an ore body and processed at a
      profit.




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




19




OUTCROP:
      the exposure of bedrock or strata projecting through the overlying cover of
      soil.




PGE:
      platinum group element.




PGM:
      Six
      metals comprise the platinum group metals (“PGMs”): platinum, palladium,
      rhodium, iridium, ruthenium, and osmium. Platinum group metals are rare precious
      metals with unique physical properties that are used in diverse industrial
      applications and in the jewelry industry. The largest and fastest growing use
      for platinum group metals is in the automotive industry for the production
      of
      catalysts that reduce automobile emissions. Palladium is also used in the
      production of electronic components for personal computers, cellular telephones,
      facsimile machines and other devices, as well as dental applications and
      jewelry. Industrial uses for platinum include the production of data storage
      disks, glass, paints, nitric acid, anti-cancer drugs, fiber optic cables,
      fertilizers, unleaded and high-octane gasoline and fuel cells.




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




REEF:
      a
      mining term for a metalliferous mineral deposit, usually tabular and relatively
      narrow in nature.




REMOBILIZATION:
      term describing a mineral (or rock) that has become mobile again and/or
      relocated after initial solidification, often forming a mineral
      deposit.




SEDIMENTARY
      ROCKS: rocks resulting from the consolidation of loose detritus of older
      rock.




SHEAR:
      a
      zone of deformation caused the by lateral movement along numerous parallel
      planes.




SULFIDE:
      a metallic mineral composed of sulfur combined with base metals.




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




ULTRAMAFIC:
      said of an igneous rock composed chiefly of mafic materials and which contains
      less than 45% silica (and therefore virtually no quartz or
      feldspar).




UNPATENTED
      MINING CLAIM: a parcel of property located on federal lands pursuant to the
      1872
      Mining Law and the requirements of the state in which the unpatented claim
      is
      located, the title of which remains with the federal government. The holder
      of a
      valid, unpatented lode mining claim is granted certain rights including the
      right to explore such claim.




VEIN:
      a
      deposit of foreign minerals within a rock fracture or joint.




**RISKS
      RELATED TO OUR BUSINESS**





**We
      have had no production history since the 1980s. As such we do not know if we
      will ever generate revenues. If we do not, you may lose your
      investment.**




While
      we
      were incorporated in 1968, we have no history of producing minerals. We have
      not
      developed or operated a mine since the 1980’s, and we have no operating history
      upon which an evaluation of our future success or failure can be made. We
      currently have no mining operations of any kind. 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




20




·
            our
                ability to either attract a partner to operate, or to successfully
                build
                and operate mines, processing plants and related infrastructure
                ourselves.




We
      are
      subject to all the risks associated with establishing new mining operations
      and
      business enterprises. We may not successfully locate potential mining
      properties, establish mining operations or profitably produce platinum group
      or
      other metals at any of our properties. As such, we do not know if we will ever
      generate revenues. If we do not generate revenues, you may lose your investment
      in our common stock.




**We
      have a history of losses which we expect to continue into the future. If we
      do
      not begin to generate revenues or find alternate sources of capital, we will
      either have to suspend or cease operations, in which case you will lose your
      investment.**




As
      an
      exploration company that has no production history, we continue to incur losses
      and expect to incur losses in the future. As of September 30, 2006, we had
      an
      accumulated deficit during our exploration stage of $ 14,565,727, and a
      pre-exploration stage deficit of $558,504. We may not achieve or sustain
      profitability in the future. If we do not begin to generate revenues or find
      alternate sources of capital, we will either have to suspend or cease
      operations, in which case you will lose your investment.




Because
      we are an exploration stage company, we are sensitive to risks inherent in
      the
      mining industry, we may have to suspend or cease operations in which case you
      will lose your investment.




As
      an
      exploration stage company, our work is highly speculative and involves unique
      and greater risks than are generally associated with other businesses. We cannot
      know if our properties contain commercially viable ore bodies 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:




·
            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 and energy fuels 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;




·
            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




21




·
            If
                we proceed to the development stage of a mining operation, our mining
                activities could 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 forest fires,
                inclement weather conditions, blizzards, 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.




As
      a
      result of all of these factors, we may run out of money, in which case we will
      have to suspend or cease operations which could result in the loss of your
      investment.




**Our
      future activities could be subject to environmental laws and regulations which
      may materially adversely affect our future operations in which case our
      operations could be suspended or terminated and you could lose your
      investment.**




We,
      like
      other exploration companies operating worldwide, are subject to a variety of
      federal, provincial, state and local statutes, rules and regulations in several
      countries designed:




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




·
            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
      is
      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. The
      failure to obtain certain permits or the adoption of more stringent permitting
      requirements could have a material adverse effect on our business, operations,
      and properties in that we may not be able to proceed with our exploration
      program which will result in the loss of your investment.




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, 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, Bureau
      of
      Land Management regulations applicable to activities and operations on
      unpatented mining claims 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. The enactment of these
      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, and (ii) address how detailed reclamation performance standards
      will be met. 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.
      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.




22




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 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. Environmental standards imposed
      by
      federal, state, or local governments may be changed or become more stringent
      in
      the future, which could materially and adversely affect our proposed activities.
      As a result of these matters, our operations could be suspended or cease
      entirely, in which case you could lose your investment.




**Title
      to our mineral properties may be defective. If our title is defective we will
      not be able to explore for mineralized material. This could cause us to cease
      operations or terminate operations in their entirety in which case you will
      lose
      your investment.**




The
      interests in our properties located in the United States are generally in the
      form of unpatented mining claims, with a few exceptions, such as the Stillwater
      project. 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 uses of the surface and to 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 (1) the claim having
      been
      located on unappropriated federal land open to appropriation by mineral
      location, which is the act of physically going onto the land and making a claim
      by putting stakes in the ground, (2) 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 (3) 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.
      We
      are diligently working and are in actual possession of all our properties.
      The
      unpatented mining claims we own or control may be invalid or the title to those
      claims may not be free from defects. In addition, the validity of our claims
      may
      be contested by the federal government or challenged by third parties. If any
      of
      the foregoing occur, we may not be able to proceed with our exploration program.
      This means that our operations could be suspended or terminate in which case
      you
      will lose your investment.




23




**Future
      legislative and administrative changes to the mining laws could prevent us
      from
      exploring our properties which could result in termination of our operations
      and
      a loss of your investment.**




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 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, but the same or
      similar proposals could be enacted by Congress in the future. In addition,
      as
      discussed above, 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 past
      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 previous regulations. Further,
      the
      new regulations could cause us to terminate our operations and you could lose
      your investment. Any change in the regulatory structure making it more expensive
      to engage in mining activities could cause us to cease operations, resulting
      in
      a loss of your entire investment.




**Use
      of the surface of our unpatented mining claims is subject to regulation, the
      cost of compliance with which could prohibit us from proceeding with
      exploration.**




Any
      activities which 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. For example, in the past
      the
      Forest Service considered adoption of a “Roadless Initiative” which would have
      prohibited 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 and Montana properties (Lake Owen and
      Stillwater Spruce Mountain, and Albany) are located in the National Forest
      and
      may be impacted by such “Roadless Initiatives.” 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 may not be sufficient surface land
      available for the ancillary facilities necessary to develop the mine. Compliance
      with the foregoing regulations could be expensive, causing us to not develop
      certain areas.




24




**We
      are insured against losses from our exploration programs when they involve
      the
      use of heavy equipment such as drill programs, but not for general
      reconnaissance. In the latter instance, if we are sued for damages as a result
      of our activities we may not be able to defend against such suits or have funds
      available to pay any judgment rendered against us.**




We
      insure
      our exploration programs when heavy equipment is used, such as drill rigs.
      In
      other instances such as general reconnaissance programs, we do not insure
      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. Therefore, if a proceeding is initiated or a judgment is rendered
      against us, we may have to cease operations due to our inability to pay for
      such
      legal expenses or judgment.




**We
      may not be able to raise the funds necessary to explore our mineral properties.
      If we are unable to raise such additional funds, we will have to suspend or
      cease operations in which case you will lose your
      investment.**




We
      estimate that approximately $1,400,000 will be required to fund our operations
      for the next 12 months assuming minimal exploration activities and excluding
      the
      cost of acquisitions. Please see “Management’s Plan of Operation”.




We
      will
      need to seek additional financing to complete our exploration of any target
      properties. Sources of such external financing include future debt and equity
      offerings, and possible joint ventures with another exploration or mining
      company. Additional financing may not 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. We may not be
      able
      to secure the financing necessary to retain all of our property interests our
      properties or to sustain exploration activities in the future. If we cannot
      raise the necessary money to explore our properties, we will have to suspend
      or
      cease operations and you could lose your investment.




**We
      have one full-time employee and are dependent on our directors, officers and
      third-party contractors.**




We
      have
      one full time employee and rely heavily on the personal efforts and abilities
      of
      our officers and directors, most of whom devote less than all of their time
      and
      efforts to our operations. Because these individuals work for us only part-time,
      instances may occur where the appropriate individuals are not immediately
      available to provide solutions to problems or address concerns that arise in
      the
      course of our conducting our business and thus adversely affect our business.
      The loss of any one of these individuals could adversely affect our business.
      We
      do not maintain insurance on any of our officers or directors. We may not be
      able to hire and retain such personnel in the future.




**Because
      the price of metals fluctuate, if the price of metals for which we are exploring
      decreases below a specified level, it may no longer be profitable to explore
      for
      those metals and we will cease operations.**




Prices
      of
      metals are determined by some of the following factors:




·
            expectations
                for inflation;




25




·
            the
                strength of the United States
                dollar;




·
            global
                and regional supply and demand; and




·
            political
                and economic conditions and production costs in major metals producing
                regions of the world, particularly Russia and South Africa in the
                case of
                platinum group metals, Canada and Russia in the case of nickel, and
                the
                Pacific Rim countries and Africa in the case of
                copper.




The
      aggregate effect of these factors on metals prices is impossible for us to
      predict. In addition, the prices of platinum group metals are sometimes 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 industrial metals. The supply of platinum
      group metals primarily consists of new production from mining. If the prices
      of
      platinum group metals are, for a substantial period, below our foreseeable
      cost
      of production, we could cease operations and you could lose your entire
      investment. If the prices of nickel and copper become depressed by competitors
      bringing on sufficient new mines to meet increased global demand, then our
      projects may become uneconomic.




**The
      probability of an individual prospect having reserves, as defined under the
      Securities Act Industry Guide 7, is extremely remote.**




“Material
      reserves” is defined under Securities Act Industry Guide 7 as “that part of a
      mineral deposit which could be economically and legally extracted or produced
      at
      the time of the reserve determination.” The probability that an individual
      prospect will have material reserves, is extremely remote. There is a
      probability that all of our interests in prospects will not contain any material
      reserves and that all our exploration expenses may not be
      recovered.




**The
      receipt of our gold royalty is subject to production risks and fluctuations
      in
      the price of gold.**




The
      royalty payments that we receive from the Andacollo gold mine in Chile are
      subject to production risks and fluctuations in gold prices. Production risks
      include the particular attributes of the deposit, such as size, grade and
      proximity to infrastructure, government regulations, including regulations
      relating to prices, taxes, royalties, land tenure, land use, importing and
      exporting of minerals and environmental protection. Unusual or unexpected
      formations, formation pressures, fires, power outages, labor disruptions,
      flooding, explosions, cave-ins, land slides and the inability to obtain suitable
      or adequate machinery, equipment or labor are other risks involved in the
      operation of mines and the conduct of exploration programs.




We
      receive a royalty based on the price of gold when the gold is refined,
      approximately one month after it is produced at the mine. The gold is mined
      in
      Chile, transformed into dore (impure gold-silver bars), and transported from
      the
      mine by Johnson Matthey, a reputable refiner which takes possession of the
      gold
      at the mine itself from which point it is insured. Several weeks go by between
      the pouring of the gold at the mine, and the refining and pricing of it at
      Johnson Matthey’s refinery in Salt Lake City, Utah. We do not hedge against gold
      prices so our royalty is dependent on the price of gold at the time of refining.
      If gold prices drop significantly our royalty will correspondingly decrease
      and,
      if prices decreased enough for the mining operation to become uneconomic, then
      the Operator would cease mining and there could be no royalty payments at
      all.




**ITEM
      3.**  **LEGAL
      PROCEEDINGS**




In
      May,
      2002 one of our vendors obtained a judgment to collect $18,574 due under a
      rental lease agreement for office space we chose to vacate. The judgment bears
      included interest at 18% until paid in full. Included in the accounts payable
      balance as of September 30, 2006 is approximately $37,860 related to this
      judgment.




26




On
      August
      24, 2005, a complaint was filed against us in the United States District Court
      for the Eastern District of New York, seeking $52,500 in legal fees, under
      Section 16(b) of the Securities Exchange Act of 1934, which were allegedly
      incurred in connection with our recovery of alleged short-swing trading profits
      from an insider of the Company. The case was dismissed with prejudice on or
      about November 29, 2005, pursuant to a compromise and settlement under which
      we
      paid the plaintiff the sum of $26,250. We recorded the expense as “settlement
      expense” on the statements of operations at September 30, 2005. The outstanding
      balance was paid on November 15, 2005.





**ITEM
      5.**  **MARKET
      FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS**




**Market
      for the Company’s Common Stock**




The
      Company’s common stock trades under the symbol TRDM.OB on the Over-the-Counter
      Bulletin Board Electronic Quotation System maintained by the National
      Association of Securities Dealers, Inc. Following is information regarding
      the
      high and low bid prices for the Company’s common stock for each fiscal quarter
      during the last two fiscal years and all subsequent quarters.




**Quarter
                Ended**
            
            **High
                Bid Quotation (1)**
            
            **Low
                Bid****Quotation
                (1)**December
                31, 2004
            
            $
            0.33
            
            $
            0.23March
                31, 2005
            
            $
            0.36
            
            $
            0.205June
                30, 2005
            
            $
            0.31
            
            $
            0.19September
                30, 2005
            
            $
            0.28
            
            $
            0.20December
                31, 2005
            
            $
            0.21
            
            $
            0.11March
                31, 2006
            
            $
            0.25
            
            $
            0.14June
                30, 2006
            
            $
            0.44
            
            $
            0.14September
                30, 2006
            
            $
            0.15
            
            $
            0.10December
                31, 2006
            
            $
            0.19
            
            $
            0.06March
                31, 2007 (through January 12, 2007)
            
            $
            0.13
            
            $
            0.10




(1)
            These
                quotations are from the OTC Bulletin Board and reflect inter-dealer
                prices, without retail mark-up, mark-down or commissions and may
                not
                represent actual transactions.




**Holders**




As
      of
      December 29, 2006, there were 904 holders of record of our common stock.




**Dividends**




There
      have been no cash dividends declared on our common stock since our company
      was
      formed. Dividends are declared at the sole discretion of the Company’s board of
      directors. It is not anticipated that any dividends will be declared for the
      foreseeable future on the Company’s common stock.




27




**Equity
      Compensation Plan Information**




As
      of the
      date of this report, the Company has no compensation plans under which Trend’s
      equity securities may be issued which have not been approved by Trend’s
      stockholders.




The
      following table provides a summary, as of September 30, 2006, of Trend’s
      stockholder-approved, 2000 Equity Incentive Plan.




Number
                of securities to be issued upon exercise of outstanding options,
                warrants
                and rights
            
            Weighted-average
                exercise price of outstanding options, warrants and rights
            
            Number
                of securities remaining available for future issuance under equity
                compensation plans (excluding securities reflected in column
                (a))(a)
            
            (b)
            
            (c)Equity
                compensation plans approved by security holders
            
            
            2,125,000
            
            $
            0.33
            
            
            5,875,000
            (1)Equity
                compensation plans not approved by security holders
            
            
            —
            
            
            N/A
            
            
            —Total
            
            
            2,125,000
            
            
            
            
            
            5,875,000





(1)
            Trend’s
                2000 Equity Incentive Plan was adopted by Trend’s stockholders in February
                2001 and amended in March 2006. 8,000,000 shares are authorized for
                issuance pursuant to equity awards under Trend’s 2000 Equity Incentive
                Plan, as amended. Under Trend’s 2000 Equity Incentive Plan, as amended,
                the Company grants restricted stock and options to Trend’s officers (and
                may grant them to employees and consultants in the future), subject
                to
                vesting requirements. In addition, under this plan, Trend’s directors
                receive grants of options and common stock as part of their annual
                compensation for serving as Trend’s
                directors.




**Recent
      Sales of Unregistered Securities**




On
      November 10, 2005, we issued 7,912 shares of common stock in lieu of cash
      compensation for $1,800 worth of consulting services rendered by a director.
      We
      relied on the exemption from registration found in Section 4(2) in connection
      with this issuance.





In
      November 2005, we issued 100,000 shares of our common stock to each member
      of
      our board of directors as compensation for board service. We relied on the
      exemption from registration found in Section 4(2) in connection with this
      issuance.





On
      December 12, 2005, we issued 1,500,000 shares of common stock to an accredited
      investor for an aggregate purchase price of $150,000. We relied on the exemption
      from registration under Rule 506 in connection with this issuance.





In
      April
      2006, Trend issued 150,000 shares to Howard Schraub as a $15,000 finder’s fee in
      connection with the December 2005 financing. We relied on the exemption from
      registration found in Section 4(2) in connection with this
      issuance.





28


In
      January 2006, pursuant to a joint venture agreement with Aurora, we issued
      20,000 shares of our common stock. We relied on the exemption from registration
      found in Section 4(2) in connection with this issuance.





In
      May
      2006, Trend issued 5,000 shares to J. Lyons as a $500 finder’s fee in connection
      with the December 2005 financing. We relied on the exemption from registration
      found in Section 4(2) in connection with this issuance.





In
      June
      2006, we completed a private placement to accredited investors of convertible
      promissory notes in the aggregate amount of $1,025,000. Additionally, we issued
      two series of warrants (Class A and Class B) with the promissory notes. The
      Class A warrants allow for the purchase of up to 4,100,000 shares of our common
      stock and the Class B warrants allow for the purchase of up to 5,125,000 shares
      of our common stock. In relation to the convertible debt, three stockholders
      were paid commissions totaling $133,500. The commissions were paid in the form
      of $23,750 in cash, issuance of 375,000 common shares valued at $37,500, and
      a
      $72,000 reduction of the balance of a promissory note. We relied on the
      exemption from registration found in Section 4(2) in connection with this
      issuance.





In
      May
      and September 2006, Trend issued an aggregate of 163,334 shares of common stock
      to John P. Ryan in lieu of $18,000 salary owed. We relied on the exemption
      from
      registration found in Section 4(2) in connection with this
      issuance.





On
      August
      18, 2006, we entered into an Amendment (the “Amendment”) amending the terms of
      certain loan agreements (the “Loans”) between Electrum, LLC, LCM Holdings LDC,
      the Estate of Lillian Berger, and Larry Buchanan (each a “Lender,” and
      collectively, the “Lenders”), and Trend. Certain Lenders are either controlled
      by or affiliated with Thomas Kaplan, our largest beneficial shareholder. The
      Loans are convertible into units (each a “Unit” and collectively, the “Units”),
      each consisting of one share of our common stock and a warrant to purchase
      one
      share of common stock. The Amendment effected the following changes: (1)
      extension of the maturity dates of the Loans, $940,638.09 in the aggregate,
      to
      August 17, 2008, (2) reduces the conversion price of the Loans to $0.21 per
      Unit, (3) reduction of the warrant exercise price to $0.25 per share, (4)
      extension of the expiration dates of all warrants currently held by Electrum,
      LLC and LCM Holdings LDC (the “Extended Warrants”), which represent rights to
      purchase an aggregate of 7,063,174 shares of our Common Stock, by three years,
      and (5) reduction of the exercise price of the Extended Warrants to $0.25 per
      share. Each Lender converted the interest payable on the Loans attributed to
      him
      or it, as applicable, as of September 30, 2006, into shares of Common Stock
      at a price of $0.10 per share. Pursuant to this conversion, we issued 2,699,920
      shares of Common Stock.





In
      the
      fiscal year ended September 30, 2006, Trend issued an aggregate of 8,994,508
      shares of common stock, all to accredited investors, as payment of interest
      and
      principal on promissory notes outstanding. We relied on the exemption from
      registration found in Section 4(2) in connection with this issuance.




Each
      investor involved in the above financing transactions represented to us that
      they were an accredited investor.




29




**ITEM
      6.**  **M** **ANAGEMENT’S
      DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS**




***Cautionary
      Statement for Purposes of the “Safe Harbor” Provisions of the Private Securities
      Litigation Reform Act of 1995*** . ***This
      section contains forward looking statements. Forward looking statements are
      only
      expressions of Trend’s present expectations and intentions. Forward looking
      statements are not guaranteed to occur and they may not occur. You should not
      place undue reliance upon forward looking statements. You should read these
      cautionary statements as being applicable to all forward looking statements
      wherever they appear. Trend assumes no obligation to update the forward looking
      statements or the reasons why actual results could differ from those projected
      in the forward looking statements to reflect events or circumstances after
      the
      date hereof.***




****OVERVIEW****





Trend
      is
      a diversified minerals company engaged in exploration for base and precious
      metals. Trend's properties include its royalty interest in the producing
      Andacollo gold mine in Chile, the advanced stage Mouat nickel-copper deposit
      in
      Montana, and a portfolio of uranium, PGM, and base metal exploration projects
      in
      the United States and Canada.  As an exploration company, Trend’s major
      expenditures consist of payment of governmental fees to maintain the priority
      of
      Trend’s unpatented mining claims, payment of Trend’s debt service, payment of
      accounting and legal fees, and general office expenses, the aggregate of which
      typically outweigh monies spent on exploration programs. Until the Company
      or
      one of its partners advances one of Trend’s interests to the point where it
      generates substantial revenues, Trend will continue to need to raise funds
      in
      the financial markets to fund its ongoing exploration efforts. To that end,
      Trend’s principal vehicles for attracting new equity capital are its advanced
      stage nickel-copper deposit at Stillwater, Montana - where Trend is the
      operator, and its stake in an unconformity-type uranium play in the Athabasca
      Basin of Saskatchewan, where recent exploration results have been fairly
      positive and Trend’s operating partner has announced a major drilling program
      for 2007.





Our
      principal mineral property interests are set forth below:





***Property***
            
            ***Commodity***
            
            ***Status***
            
            ***TRDM
                interest******Andacollo,
                Chile***
            
            ***Gold***
            
            ***Producing***
            
            ***1%
                NSR royalty******Stillwater,
                Montana***
            
            ***Ni,
                Cu, PGMs***
            
            ***Advanced
                exploration***
            
            ***Option
                to own 50%******Diabase
                Peninsula, Saskatchewan***
            
            ***Uranium***
            
            ***Exploration***
            
            ***Variable
                right to own up to 50%******Lake
                Owen, Wyoming***
            
            ***PGMs,
                Fe, Ti, V***
            
            ***Exploration***
            
            ***100%
                but leased to RMP Resources******Peter
                Lake, Saskatchewan***
            
            ***PGMs,
                Cu, Au***
            
            ***Exploration***
            
            ***100%***




**RESULTS
      OF OPERATIONS**




***Fiscal
      2006 Compared to Fiscal 2005***




We
      recorded a net loss of $2.7 million, or $0.06 per share, on revenues of
      $169,000 in 2006. This compares to a net loss of $2.2 million, or $0.06 per
      share, in 2005 when there were no revenues.




Our
      1%
      Net Smelter Returns royalty interest in the Andacollo gold mine in Chile
      commenced paying revenues during the third quarter of FY 2006. The revenue
      from
      this royalty represents the first resource revenue ever received by Trend and
      amounted to approximately $134,000 in FY 2006. We also received $35,000 of
      advance minimum royalties related to its lease of the Lake Owen
      property.




Exploration
      expenses were $146,000 in 2006 as compared to $215,000 in 2005. Exploration
      at
      Lake Owen and Diabase Peninsula was performed by our operating partners in
      2006.
      As noted elsewhere in this report, forest fires closed the National Forest
      at
      Stillwater in 2006 so we were not able to conduct our budgeted $500,000 drilling
      program at Stillwater in 2006. Thus exploration expenditures were greatly lower
      in 2006 than the previous year.




30




General
      and Administrative expenses were $226,000 in 2006 as compared to $589,000 in
      2005. The difference is largely due to 2005 consulting fees incurred to acquire
      the Andacollo gold mine and technical consulting fees related to other
      properties, as compared to a much lower level of consulting fees paid in 2006.




Officers
      and directors compensation was $309,000 in 2006 as compared to $427,000 in
      2005.
      The difference is attributable to slightly higher salaries paid and stock option
      expense in 2006, largely offset by approximately $137,000 less in directors
      fees
      paid in 2005. Director fees in both years consist of the fair value of common
      stock issued to the directors for their services.




Legal
      and
      professional expenses were $349,000 in 2006 as compared to $273,000 in 2005.
      Many of the legal fees relating to the Andacollo transaction were billed in
      fiscal 2006, and the cost of our review and audit expenses for fiscal 2005,
      paid
      in 2006, were higher than the previous year, again due largely to accounting
      for
      the Andacollo transaction.




Depreciation,
      depletion, and amortization was lower in 2006 due both to a year having gone
      by
      without any major fixed asset purchases as well as due to the absence of
      depreciation of assets written off.




Dividend
      and interest income was higher due to higher money market interest earned in
      2006 on higher cash balances as compared to 2005.




The
      loss
      of $600 on disposition of assets in 2006 was immaterial and compares with the
      2005 gain of $72,000 relating largely to the sale of Andacollo.




The
      change in financing expense of $1,593,000 in 2006 from $587,000 in 2005 is
      partially due to additional financing expense from the 2006 convertible debt
      financing, and related fees, but is mostly attributable to the fair value of
      modifications made to the terms of outstanding stock purchase warrants. Our
      financing expense is almost exclusively a non-cash item consisting of
      amortization of the fair value attributable to warrants and beneficial
      conversion rights, amortization of commissions and finders fees, and the fair
      value of warrant modifications discussed above.




Interest
      expense of $277,000 as compared to $195,000 in 2005 was higher due to additional
      amounts of convertible debt issued during the year and the 2005 debt issuance
      being outstanding for the entire year.




Other
      income (loss) was $0 in 2006 compared to $5,900 loss in 2005 related to a
      foreign exchange loss incurred during the time when payments were being made to
      acquire the Andacollo mine in Chile.




Forgiveness
      of debt amounted to $48,000 in 2006 and relates to renegotiation of an agreement
      with a former employee, whereas $63,000 in 2005 relates to the negotiated
      reduction in legal expenses at a law firm formerly involved with Trend.




31




**LIQUIDITY
      & CAPITAL RESOURCES**




***Liquidity*** **:**




Our
      current source of cash receipts, approximately $20,000 per month stemming from
      the Andacollo gold mine royalty, is insufficient to fund our General and
      Administrative expenses which total about $50,000 per month. We will need to
      raise capital in the financial markets to fund our ongoing exploration
      activities and conduct ongoing operations. Our current cash balance of
      approximately $200,000 at December 30, 2006, may be greatly depleted by costs
      for our year-end audit and the filing of a registration statement relating
      to
      the $1,025,000 convertible debt financing.




We
      are
      continually evaluating business opportunities such as joint ventures, mergers,
      acquisitions, and strategic alliances with the objective of creating additional
      cash flow to sustain the corporation and provide a future source of funds for
      growth. Although we believe that we will find financing for our continuing
      activities, we cannot assure you of success in this regard. If we are not
      successful in raising additional capital, operations and liquidity will be
      adversely impacted.




During
      2006, debenture holders converted $742,635 of their principal amounts to
      7,413,703 shares.




***Summary
      of 2006 Cash Flows*** **:**




The
      Company’s cash and cash equivalents increased $326,000 during fiscal 2006 to
      $391,000 at year-end. The increase was a result of net cash provided from the
      sale of the Andacollo gold mine ($877,000) plus cash raised from the issuance
      of
      corporate debt ($1,079,000) netted against the cost of ongoing corporate
      activities and exploration ($970,000) and the repayment of short-term loans
      ($660,000).




***Operating
      Activities*** **:**




Operations
      used $970,000 in fiscal 2006 as compared to using $1.23 million of cash in
      2005. The decrease in 2006 as compared to 2005 was a result of numerous combined
      factors, primarily including increased royalty receipts and decreased
      exploration expenditures.




***Investing
      Activities*** **:**




During
      fiscal 2006, we received net proceeds of approximately $878,000 from the sale
      of
      the Andacollo gold mine. In fiscal 2005, we spent $808,000 to purchase this
      mine.




***Financing
      Activities:***




Short
      Term Borrowings




Short
      term borrowings of $660,000 in fiscal 2005 relating to the Andacollo acquisition
      were repaid in fiscal 2006.




32




Convertible
      Notes Issued for Cash




In
      June
      2006, we issued $1,025,000 in notes convertible into common stock at 10 cents
      per share, with two classes of attached warrants. There are 4.1 million A
      warrants exercisable through June 12, 2011, at a price of $.17 per share, and
      5,125,000 B warrants exercisable for 120 days from the effective date of the
      Registration Statement that we expect to file in January 2007, at a price of
      $.25 per share. After fees, net proceeds to Trend were $929,250.




During
      the period January-March of 2005, we issued $1.8 million in notes convertible
      into common stock at 30 cents per share, with two classes of attached warrants,
      one of which has since expired without exercise. Because the December financing
      was priced at ten cents, the conversion price of the 2005 notes and the exercise
      price of the related warrants adjusted to 10 cents. Either through monthly
      payments of principal or through outright conversion, the principal amounts
      of
      these notes had diminished to $885,490 by September 30, 2006. Net proceeds
      to
      Trend were $1,530,409.




Payments
      on convertible debt




Convertible
      debt principal payments of $380,409 were paid in cash in 2005, whereas in 2006
      all such payments were made with common stock.




Financing
      fees




We
      paid
      $23,750 in financing fees in 2006 as compared to $269,591 in 2005.




Common
      Stock Issued for Cash




In
      December of 2005, we issued 1.5 million shares of common stock in a private
      placement for $150,000.




***Outlook:***




Operations




During
      the coming year, we expect to receive royalty payments of approximately $20,000
      per month, or $240,000 over the twelve months of fiscal 2007. We will need
      to
      spend $640,000 to maintain our rights at Stillwater, Montana, and an additional
      approximately $600,000 for general and administrative expenses.




Investing




At
      present, we have no plans to engage in any investing activities during fiscal
      2007.




Financing




During
      the coming year approximately $966,000 of principal and $277,000 of interest
      will be due on our long-term convertible debt. We believe that all of the
      principal repayment and most of the interest obligation will be paid by the
      issuance of common stock.




33




At
      September 30, 2006, we had outstanding warrants to purchase 19,513,174 shares
      of
      common stock that, if exercised, would result in aggregate proceeds of
      approximately $4,067,000. Also, there are outstanding options to purchase
      2,125,000 shares of common stock that, if exercised, would result in aggregate
      proceeds of approximately $702,000. However, as of September 30, 2006, none
      of
      the outstanding warrants or options was in-the-money. No assurance can be made
      that any or all of the warrants or options will ever be exercised. We will
      need
      to raise additional capital in the financial markets to fund our ongoing
      exploration activities and conduct ongoing operations.




The
      balance of convertible debt owed by Trend at September 30, 2006, is as
      follows:




Principle
                Amounts
            
            Maturity
                Date
            
            Interest
                Rate$
            940,638
            
            August
                17, 2008
            
            8%$
            885,490
            
            January
                28, 2008
            
            Prime
                plus 3%$
            1,025,000
            
            June
                13, 2009
            
            10%Total
            $
            2,851,128





**RECENTLY
        ISSUED ACCOUNTING STANDARDS**





In
      September 2006, the Financial Accounting Standards Board issued Statement of
      Financial Accounting Standards No. 157, “Fair Value Measurements,” (hereinafter
“SFAS No. 157”) which defines fair value, establishes a framework for measuring
      fair value in generally accepted accounting principles (GAAP), and expands
      disclosures about fair value measurements. Where applicable, SFAS No. 157
      simplifies and codifies related guidance within GAAP and does not require any
      new fair value measurements. SFAS No. 157 is effective for financial statements
      issued for fiscal years beginning after November 15, 2007, and interim periods
      within those fiscal years. Earlier adoption is encouraged. We do not expect
      the
      adoption of SFAS No. 157 to have a significant immediate effect on its financial
      position or results of operation.





In
      March
      2006, the Financial Accounting Standards Board issued Statement of Financial
      Accounting Standards No. 156, “Accounting for Servicing of Financial Assets—an
      amendment of FASB Statement No. 140.” This statement is effective for fiscal
      years beginning after September 15, 2006. Management believes the adoption
      of
      this statement will have no impact on our financial condition or results of
      operations.





In
      February 2006, the Financial Accounting Standards Board issued Statement of
      Financial Accounting Standards No. 155, “Accounting for Certain Hybrid Financial
      Instruments, an Amendment of FASB Standards No. 133 and 140” (hereinafter “SFAS
      No. 155”). This statement established the accounting for certain derivatives
      embedded in other instruments. It simplifies accounting for certain hybrid
      financial instruments by permitting fair value remeasurement for any hybrid
      instrument that contains an embedded derivative that otherwise would require
      bifurcation under SFAS No. 133 as well as eliminating a restriction on the
      passive derivative instruments that a qualifying special-purpose entity may
      hold
      under SFAS No. 140. This statement allows a public entity to irrevocably elect
      to initially and subsequently measure a hybrid instrument that would be required
      to be separated into a host contract and derivative in its entirety at fair
      value (with changes in fair value recognized in earnings) so long as that
      instrument is not designated as a hedging instrument pursuant to the statement.
      SFAS No. 140 previously prohibited a qualifying special-purpose entity from
      holding a derivative financial instrument that pertains to a beneficial interest
      other than another derivative financial instrument. This statement is effective
      for fiscal years beginning after September 15, 2006. Management believes the
      adoption of this statement will have no immediate impact on our financial
      condition or results of operations.




34





In
      May
      2005, the Financial Accounting Standards Board issued Statement of Financial
      Accounting Standards No. 154, “Accounting Changes and Error Corrections,”
(hereinafter “SFAS No. 154”) which replaces Accounting Principles Board Opinion
      No. 20, “Accounting Changes”, and SFAS No. 3, “Reporting Accounting Changes in
      Interim Financial Statements - An Amendment of APB Opinion No. 28”. SFAS No. 154
      provides guidance on accounting for and reporting changes in accounting
      principle and error corrections. SFAS No. 154 requires that changes in
      accounting principle be applied retrospectively to prior period financial
      statements and is effective for fiscal years beginning after December 15, 2005.
      Management does not expect SFAS No. 154 to have a material impact on our
      financial position, results of operations, or cash flows.





In
      December 2004, the Financial Accounting Standards Board issued a revision to
      Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based
      Payments” (hereinafter “SFAS No. 123 (R)”). This statement replaces FASB
      Statement No. 123, “Accounting for Stock-Based Compensation”, and supersedes APB
      Opinion No. 25, “Accounting for Stock Issued to Employees”. SFAS No. 123 (R)
      establishes standards for the accounting for share-based payment transactions
      in
      which an entity exchanges its equity instruments for goods or services. It
      also
      addresses transactions in which an entity incurs liabilities in exchange for
      goods or services that are based on the fair value of the entity’s equity
      instruments or that may be settled by the issuance of those equity instruments.
      This statement covers a wide range of share-based compensation arrangements
      including share options, restricted share plans, performance-based award, share
      appreciation rights and employee share purchase plans. SFAS No. 123 (R) requires
      a public entity to measure the cost of employee services received in exchange
      for an award of equity instruments based on the fair value of the award on
      the
      grant date (with limited exceptions). That cost will be recognized in the
      entity’s financial statements over the period during which the employee is
      required to provide services in exchange for the award. We currently report
      stock issued to employees under the rules of SFAS No. 123; therefore, management
      expects no material impact to its financial statements from the adoption of
      this
      statement.





In
      July
      2006, the Financial Accounting Standards Board issued FASB Interpretation
      (“FIN”) No. 48, “Accounting for Uncertainty in Income Taxes - An Interpretation
      of FASB Statement No. 109”. FIN 48 clarifies the accounting for uncertainty in
      income taxes recognized in a company’s financial statements in accordance with
      SFAS 109. FIN 48 also prescribes a recognition threshold and measurement
      attribute for the financial statement recognition and measurement of tax
      positions taken or expected to taken in a tax return. FIN 48 also provides
      guidance on de-recognition, classification, interest and penalties, accounting
      in interim periods, disclosure, and transition. The provisions of FIN 48 are
      effective for fiscal years beginning after December 15, 2006. Management does
      not expect FIN 48 to have a material impact on our financial position, results
      of operations, or cash flows.




35





**ITEM
      7.**  **FINANCIAL
      STATEMENTS**




**TREND
      MINING COMPANY**


**(AN
      EXPLORATION STAGE COMPANY)**


**FINANCIAL
      STATEMENTS SEPTEMBER 30, 2006**


REPORT
                  OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
              
              37FINANCIAL
                  STATEMENTSBalance
                  Sheets
              
              39Statements
                  of Operations and Comprehensive Loss
              
              41Statement
                  of Stockholders’ Equity (Deficit)
              
              42Statements
                  of Cash Flows
              
              48Notes
                  to the Financial Statements
              
              50


36


**REPORT
        OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**




To
      the
      Board of Directors and Stockholders


Trend
      Mining Company


Littleton,
      Colorado





We
      have
      audited the accompanying balance sheet of Trend Mining Company (an exploration
      stage company), as of September 30, 2006, and the related statements of
      operations, changes in stockholders' equity, and cash flows for the year then
      ended and the period from inception (October 1, 1996) to September 30, 2006.
      These financial statements are the responsibility of the Company's management.
      Our responsibility is to express an opinion on these financial statements based
      on our audit.




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




In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Trend Mining Company as of
      September 30, 2006, and the results of its operations and its cash flows for
      the
      year then ended and
      the
      period from inception (October 1, 1996) to September 30, 2006, in
      conformity with accounting principles generally accepted in the United States
      of
      America.




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




/s/
      Richey, May & Co., LLP


Englewood,
      Colorado


December
      14, 2006





37


Board
      of
      Directors


Trend
      Mining Company


Littleton,
      Colorado





**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**




We
      have
      audited the accompanying balance sheet of Trend Mining Company (an exploration
      stage company) as of September 30, 2005, and the related statements of
      operations, stockholders’ equity and cash flows for the year then ended and for
      the period from October 1, 1996 (inception of exploration stage) to September
      30, 2005. These financial statements are the responsibility of the Company’s
      management. Our responsibility is to express an opinion on these financial
      statements based on our audits.





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





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Trend Mining Company as of
      September 30, 2005 and the results of its operations, stockholders’ equity and
      cash flows for the year then ended, and for the period from October 1, 1996
      (inception of exploration stage) to September 30, 2005, in conformity with
      accounting principles generally accepted in the United States of
      America.





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




As
      discussed in Note 12 to the financial statements, errors resulting in an
      overstatement of previously reported net losses as of September 30, 2005, were
      discovered by management of the Company during January 2006. Accordingly, an
      adjustment was made to the financial statements as of September 30, 2005 to
      correct these errors.








Williams
      & Webster, P.S.


*Certified
      Public Accountants*


Spokane,
      Washington


January
      12, 2006 except for Note 12, which is dated January 31, 2006




38


**TREND
        MINING COMPANY**
 **(An
        Exploration Stage Company)**
 **BALANCE
        SHEETS**




September
                30,
            
            September
                30,2006
            
            2005**ASSETS**CURRENT
                ASSETSCash
            
            $
            390,680
            
            $
            64,391Accounts
                receivable
            
            
            35,291
            
            
            42,500Receivable
                from sale of mining interest
            
            
            -
            
            
            1,122,975Prepaid
                expenses
            
            
            -
            
            
            13,494Total
                Current Assets
            
            
            425,971
            
            
            1,243,360MINERAL
                PROPERTIES
            
            
            -
            
            
            -PROPERTY
                AND EQUIPMENT, net of depreciation
            
            
            10,853
            
            
            13,027OTHER
                ASSETSAvailable
                for sale securities
            
            
            78,625
            
            
            -Reclamation
                bonds
            
            
            7,720
            
            
            6,500TOTAL
                ASSETS
            
            $
            523,169
            
            $
            1,262,887**LIABILITIES
                AND STOCKHOLDERS’ DEFICIT**CURRENT
                LIABILITIESAccounts
                payable
            
            $
            65,174
            
            $
            519,631Accounts
                payable, related parties
            
            
            15,000
            
            
            15,000Accrued
                expenses
            
            
            2,468
            
            
            76,202Notes
                payable, related parties
            
            
            -
            
            
            660,000Interest
                payable, convertible debt
            
            
            416,645
            
            
            314,632Current
                portion of long-term convertible debt
            
            
            215,259
            
            
            1,245,042Total
                Current Liabilities
            
            
            714,546
            
            
            2,830,507LONG-TERM
                CONVERTIBLE DEBT, net of current portion
            
            
            1,497,207
            
            
            290,983COMMITMENTS
                AND CONTINGENCIESSTOCKHOLDERS’
                DEFICITPreferred
                stock, $0.01 par value, 20,000,000 shares authorized; no shares issued
                and
                outstanding
            
            
            -
            
            
            -Common
                stock, $0.01 par value, 100,000,000 shares authorized;48,975,804
                and 37,373,300 shares issued and outstanding, respectively
            
            
            489,758
            
            
            373,733Additional
                paid-in capital
            
            
            12,909,764
            
            
            10,223,267




39


**TREND
          MINING COMPANY**
 **(An
          Exploration Stage Company)**
 **BALANCE
          SHEETS**




September
                30,
            
            September
                30,2006
            
            2005Accumulated
                other comprehensive income
            
            
            36,125
            
            
            -Accumulated
                deficit prior to exploration stage
            
            
            (558,504
            )
            
            (558,504
            )Accumulated
                deficit during exploration stage
            
            
            (14,565,727
            )
            
            (11,897,099
            )Total
                Stockholders’ Deficit
            
            
            (1,688,584
            )
            
            (1,858,603
            )TOTAL
                LIABILITIES AND STOCKHOLDERS’ DEFICIT
            
            $
            523,169
            
            $
            1,262,887




40


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




Period
                fromOctober
                1, 1996(Inception
                ofYear
                Ended
            
            Year
                Ended
            
            Exploration
                Stage)September
                30,
            
            September
                30,
            
            to
                September 30,2006
            
            2005
            
            2006ROYALTY
                REVENUES
            
            $
            169,398
            
            $
            -
            
            $
            169,398EXPENSESExploration
                expense
            
            
            145,591
            
            
            215,246
            
            
            3,289,712General
                and administrative
            
            
            226,217
            
            
            588,809
            
            
            3,401,848Officers
                and directors compensation
            
            
            308,880
            
            
            427,476
            
            
            2,395,546Legal
                and professional
            
            
            349,175
            
            
            272,520
            
            
            2,027,574Depreciation
            
            
            2,661
            
            
            3,628
            
            
            58,165Total
                Expenses
            
            
            1,032,524
            
            
            1,507,679
            
            
            11,172,845OPERATING
                LOSS
            
            
            (863,126
            )
            
            (1,507,679
            )
            
            (11,003,447
            )OTHER
                INCOME (EXPENSE)Dividend
                and interest income
            
            
            17,557
            
            
            5,928
            
            
            29,883Settlement
                expense
            
            
            -
            
            
            (26,250
            )
            
            (26,250
            )Gain
                (loss) on disposition andimpairment
                of assets
            
            
            (647
            )
            
            72,305
            
            
            (105,861
            )Gain
                (loss) on investment sales
            
            
            -
            
            
            -
            
            
            (63,813
            )Financing
                expense
            
            
            (1,593,095
            )
            
            (586,555
            )
            
            (3,314,763
            )Interest
                expense
            
            
            (277,317
            )
            
            (195,488
            )
            
            (788,941
            )Other
                income (loss)
            
            
            -
            
            
            (5,9227
            )
            
            29,504Forgiveness
                of debt
            
            
            48,000
            
            
            62,815
            
            
            677,961Total
                Other Income (Expense)
            
            
            (1,805,502
            )
            
            (673,172
            )
            
            (3,562,280
            )LOSS
                BEFORE INCOME TAXES
            
            
            (2,668,628
            )
            
            (2,180,851
            )
            
            (14,565,727
            )INCOME
                TAXES
            
            
            -
            
            
            -
            
            
            -NET
                LOSS
            
            
            (2,668,628
            )
            
            (2,180,851
            )
            
            (14,565,727
            )OTHER
                COMPREHENSIVE INCOME (LOSS)Unrealized
                gain on available for sale securities
            
            
            36,125
            
            
            -
            
            
            36,125COMPREHENSIVE
                LOSS
            
            $
            (2,632,503
            )
            $
            (2,180,851
            )
            $
            (14,529,602
            )BASIC
                AND DILUTED NET LOSS PER SHARE
            
            $
            (0.06
            )
            $
            (0.06
            )WEIGHTED
                AVERAGE NUMBER OFCOMMON
                SHARES OUTSTANDING
            
            
            43,009,727
            
            
            36,348,717





41


**TREND
        MINING COMPANY**
 **(An
        Exploration Stage Company)**
 **STATEMENT
        OF STOCKHOLDERS’ EQUITY (DEFICIT)**
  Price
                    
                    
                    Number
                        of
                          Shares
                    
                    
                    Number
                      of
                        Options
                    
                    
                    Number
                      of
                        Warrants
                    
                    
                    Common
                      Stock
                      Amount
                    
                    
                    Additional
                      Paid-in
                      Capital
                    
                    
                    Accumulated
                      Deficit
                    
                    
                    Accumulated
                      Other
                      Comprehensive
                      Income
                        (Loss)
                    
                    
                    TotalBalance,
                        October 1, 1996
                    
                    
                    
                    
                    
                    1,754,242
                    
                    
                    -
                    
                    
                    -
                    
                    $
                    17,542
                    
                    $
                    663,218
                    
                    $
                    (558,504
                    )
                    $
                    -
                    
                    $
                    122,256Common
                        stock issued:-for
                        cash
                    
                    
                    .50
                    
                    
                    200,000
                    
                    
                    -
                    
                    
                    -
                    
                    
                    2,000
                    
                    
                    98,000
                    
                    
                    -
                    
                    
                    -
                    
                    
                    100,000-for
                        liabilities and expenses
                    
                    
                    .50
                    
                    
                    45,511
                    
                    
                    -
                    
                    
                    -
                    
                    
                    455
                    
                    
                    22,300
                    
                    
                    -
                    
                    
                    -
                    
                    
                    22,755Net
                        loss
                    
                    
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    (128,614
                    )
                    
                    -
                    
                    
                    (128,614
                    )Balance,
                        September 30, 1997
                    
                    
                    
                    
                    
                    1,999,753
                    
                    
                    -
                    
                    
                    -
                    
                    
                    19,997
                    
                    
                    783,518
                    
                    
                    (687,118
                    )
                    
                    -
                    
                    
                    116,397Common
                        stock issued:-for
                        cash
                    
                    
                    .20
                    
                    
                    7,500
                    
                    
                    -
                    
                    
                    -
                    
                    
                    75
                    
                    
                    1,425
                    
                    
                    -
                    
                    
                    -
                    
                    
                    1,500-for
                        mineral property
                    
                    
                    .50
                    
                    
                    150,000
                    
                    
                    -
                    
                    
                    -
                    
                    
                    1,500
                    
                    
                    73,500
                    
                    
                    -
                    
                    
                    -
                    
                    
                    75,000-for
                        lease termination
                    
                    
                    .50
                    
                    
                    12,000
                    
                    
                    -
                    
                    
                    -
                    
                    
                    120
                    
                    
                    5,880
                    
                    
                    -
                    
                    
                    -
                    
                    
                    6,000-for
                        payment of debt
                    
                    
                    .50
                    
                    
                    80,000
                    
                    
                    -
                    
                    
                    -
                    
                    
                    800
                    
                    
                    39,200
                    
                    
                    -
                    
                    
                    -
                    
                    
                    40,000-for
                        compensation
                    
                    
                    .50
                    
                    
                    9,000
                    
                    
                    -
                    
                    
                    -
                    
                    
                    90
                    
                    
                    4,410
                    
                    
                    -
                    
                    
                    -
                    
                    
                    4,500Options
                        issued for financing activities
                    
                    
                    
                    
                    
                    -
                    
                    
                    180,000
                    
                    
                    -
                    
                    
                    -
                    
                    
                    2,659
                    
                    
                    -
                    
                    
                    -
                    
                    
                    2,659Unrealized
                        change in market value ofavailable
                        for sale securities
                    
                    
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    117,080
                    
                    
                    117,080Net
                        loss
                    
                    
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    (119,163
                    )
                    
                    -
                    
                    
                    (119,163
                    )Balance,
                        September 30, 1998
                    
                    
                    
                    
                    
                    2,258,253
                    
                    
                    180,000
                    
                    
                    -
                    
                    
                    22,582
                    
                    
                    910,592
                    
                    
                    (806,281
                    )
                    
                    117,080
                    
                    
                    243,973Common
                        stock issued:-for
                        cash
                    
                    
                    .20
                    
                    
                    5,000
                    
                    
                    -
                    
                    
                    -
                    
                    
                    50
                    
                    
                    950
                    
                    
                    -
                    
                    
                    -
                    
                    
                    1,000-for
                        cash
                    
                    
                    .05
                    
                    
                    350,000
                    
                    
                    -
                    
                    
                    -
                    
                    
                    3,500
                    
                    
                    14,000
                    
                    
                    -
                    
                    
                    -
                    
                    
                    17,500-for
                        cash
                    
                    
                    .10
                    
                    
                    150,000
                    
                    
                    -
                    
                    
                    -
                    
                    
                    1,500
                    
                    
                    13,500
                    
                    
                    -
                    
                    
                    -
                    
                    
                    15,000-for
                        cash
                    
                    
                    .15
                    
                    
                    50,000
                    
                    
                    -
                    
                    
                    -
                    
                    
                    500
                    
                    
                    7,000
                    
                    
                    -
                    
                    
                    -
                    
                    
                    7,500-for
                        debt, investment, expenses
                    
                    
                    .30
                    
                    
                    9,210
                    
                    
                    -
                    
                    
                    -
                    
                    
                    92
                    
                    
                    2,671
                    
                    
                    -
                    
                    
                    -
                    
                    
                    2,763-for
                        equipment
                    
                    
                    .30
                    
                    
                    600,000
                    
                    
                    -
                    
                    
                    -
                    
                    
                    6,000
                    
                    
                    174,000
                    
                    
                    -
                    
                    
                    -
                    
                    
                    180,000-for
                        compensation
                    
                    
                    .44
                    
                    
                    30,858
                    
                    
                    -
                    
                    
                    -
                    
                    
                    308
                    
                    
                    13,191
                    
                    
                    -
                    
                    
                    -
                    
                    
                    13,499-for
                        compensation
                    
                    
                    .35
                    
                    
                    8,572
                    
                    
                    -
                    
                    
                    -
                    
                    
                    86
                    
                    
                    2,914
                    
                    
                    -
                    
                    
                    -
                    
                    
                    3,000-for
                        compensation
                    
                    
                    .28
                    
                    
                    44,000
                    
                    
                    -
                    
                    
                    -
                    
                    
                    440
                    
                    
                    11,880
                    
                    
                    -
                    
                    
                    -
                    
                    
                    12,320-for
                        compensation
                    
                    
                    .16
                    
                    
                    145,833
                    
                    
                    -
                    
                    
                    -
                    
                    
                    1,458
                    
                    
                    21,875
                    
                    
                    -
                    
                    
                    -
                    
                    
                    23,333-for
                        compensation
                    
                    
                    .12
                    
                    
                    321,967
                    
                    
                    -
                    
                    
                    -
                    
                    
                    3,220
                    
                    
                    35,416
                    
                    
                    -
                    
                    
                    -
                    
                    
                    38,636-for
                        compensation
                    
                    
                    .26
                    
                    
                    280,886
                    
                    
                    -
                    
                    
                    -
                    
                    
                    2,809
                    
                    
                    70,222
                    
                    
                    -
                    
                    
                    -
                    
                    
                    73,031-for
                        compensation
                    
                    
                    .25
                    
                    
                    323,936
                    
                    
                    -
                    
                    
                    -
                    
                    
                    3,239
                    
                    
                    77,745
                    
                    
                    -
                    
                    
                    -
                    
                    
                    80,984-for
                        mineral property option
                    
                    
                    .13
                    
                    
                    715,996
                    
                    
                    -
                    
                    
                    -
                    
                    
                    7,160
                    
                    
                    82,470
                    
                    
                    -
                    
                    
                    -
                    
                    
                    89,630-for
                        rent
                    
                    
                    .25
                    
                    
                    1,000
                    
                    
                    -
                    
                    
                    -
                    
                    
                    10
                    
                    
                    240
                    
                    
                    -
                    
                    
                    -
                    
                    
                    250-for
                        prepaid expenses
                    
                    
                    .33
                    
                    
                    50,000
                    
                    
                    -
                    
                    
                    -
                    
                    
                    500
                    
                    
                    16,000
                    
                    
                    -
                    
                    
                    -
                    
                    
                    16,500Options
                        issued for financing activities
                    
                    
                    
                    
                    
                    -
                    
                    
                    150,000
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -Unrealized
                        change in market value ofavailable
                        for sale securities
                    
                    
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    (79,179
                    )
                    
                    (79,179
                    )Net
                        loss
                    
                    
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    (716,759
                    )
                    
                    -
                    
                    
                    (716,759
                    )Balance,
                        September 30, 1999
                    
                    
                    
                    
                    
                    5,345,511
                    
                    
                    330,000
                    
                    
                    -
                    
                    
                    53,454
                    
                    
                    1,454,666
                    
                    
                    (1,523,040
                    )
                    
                    37,901
                    
                    
                    22,981


42


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




Price
            
            
            Number
                of
                  Shares
            
            
            Number
              of
                Options
            
            
            Number
              of
                Warrants
            
            
            Common
              Stock
              Amount
            
            
            Additional
              Paid-in
              Capital
            
            
            Accumulated
              Deficit
            
            
            Accumulated
              Other
              Comprehensive
              Income
                (Loss)
            
            
            TotalCommon
                stock issued:
            
            
            
            
            
            
            
            
            
            
            
            -
            
            
            
            
            
            
            
            
            -
            
            
            --exercise
                of options
            
            
            0.14
            
            
            3,500,000
            
            
            (3,500,000
            )
            
            -
            
            
            35,000
            
            
            455,000
            
            
            -
            
            
            -
            
            
            490,000-exercise
                of options
            
            
            0.06
            
            
            1,597,588
            
            
            (1,597,588
            )
            
            -
            
            
            15,976
            
            
            84,024
            
            
            -
            
            
            -
            
            
            100,000-exercise
                of options
            
            
            0.30
            
            
            10,000
            
            
            (10,000
            )
            
            -
            
            
            100
            
            
            2,900
            
            
            -
            
            
            -
            
            
            3,000-exercise
                of options
            
            
            0.12
            
            
            4,740,174
            
            
            (4,740,174
            )
            
            -
            
            
            47,402
            
            
            497,718
            
            
            -
            
            
            -
            
            
            545,120-exercise
                of options
            
            
            0.15
            
            
            50,000
            
            
            (50,000
            )
            
            -
            
            
            500
            
            
            7,000
            
            
            -
            
            
            -
            
            
            7,500-exercise
                of options
            
            
            0.30
            
            
            65,000
            
            
            (65,000
            )
            
            -
            
            
            650
            
            
            18,850
            
            
            -
            
            
            -
            
            
            19,500-for
                cash
            
            
            0.20
            
            
            25,000
            
            
            -
            
            
            -
            
            
            250
            
            
            4,750
            
            
            -
            
            
            -
            
            
            5,000-for
                cash
            
            
            0.01
            
            
            1,000,000
            
            
            -
            
            
            -
            
            
            10,000
            
            
            2,414
            
            
            -
            
            
            -
            
            
            12,414-for
                cash
            
            
            0.35
            
            
            14,286
            
            
            -
            
            
            -
            
            
            143
            
            
            4,857
            
            
            -
            
            
            -
            
            
            5,000-for
                cash
            
            
            0.06
            
            
            416,961
            
            
            -
            
            
            -
            
            
            4,170
            
            
            19,362
            
            
            -
            
            
            -
            
            
            23,532-for
                investments
            
            
            0.33
            
            
            200,000
            
            
            -
            
            
            -
            
            
            2,000
            
            
            64,000
            
            
            -
            
            
            -
            
            
            66,000-for
                incentive fees
            
            
            0.33
            
            
            65,285
            
            
            -
            
            
            -
            
            
            653
            
            
            20,891
            
            
            -
            
            
            -
            
            
            21,544-for
                compensation
            
            
            0.31
            
            
            330,696
            
            
            -
            
            
            -
            
            
            3,307
            
            
            99,208
            
            
            -
            
            
            -
            
            
            102,515-for
                compensation
            
            
            0.26
            
            
            50,000
            
            
            -
            
            
            -
            
            
            500
            
            
            12,500
            
            
            -
            
            
            -
            
            
            13,000-for
                compensation
            
            
            0.35
            
            
            1,200
            
            
            -
            
            
            -
            
            
            12
            
            
            408
            
            
            -
            
            
            -
            
            
            420-for
                compensation
            
            
            0.28
            
            
            15,000
            
            
            -
            
            
            -
            
            
            150
            
            
            4,050
            
            
            -
            
            
            -
            
            
            4,200-for
                compensation
            
            
            0.66
            
            
            16,667
            
            
            -
            
            
            -
            
            
            167
            
            
            10,833
            
            
            -
            
            
            -
            
            
            11,000-for
                compensation
            
            
            0.72
            
            
            10,000
            
            
            -
            
            
            -
            
            
            100
            
            
            7,100
            
            
            -
            
            
            -
            
            
            7,200-for
                compensation
            
            
            0.81
            
            
            87,000
            
            
            -
            
            
            -
            
            
            870
            
            
            69,585
            
            
            -
            
            
            -
            
            
            70,455-for
                compensation
            
            
            0.70
            
            
            151,000
            
            
            -
            
            
            -
            
            
            1,510
            
            
            104,190
            
            
            -
            
            
            -
            
            
            105,700-for
                compensation
            
            
            0.63
            
            
            9,975
            
            
            -
            
            
            -
            
            
            100
            
            
            6,184
            
            
            -
            
            
            -
            
            
            6,284-for
                compensation
            
            
            1.24
            
            
            3,000
            
            
            -
            
            
            -
            
            
            30
            
            
            3,690
            
            
            -
            
            
            -
            
            
            3,720-for
                compensation
            
            
            1.00
            
            
            1,500
            
            
            -
            
            
            -
            
            
            15
            
            
            1,485
            
            
            -
            
            
            -
            
            
            1,500-for
                compensation
            
            
            1.13
            
            
            1,000
            
            
            -
            
            
            -
            
            
            10
            
            
            1,120
            
            
            -
            
            
            -
            
            
            1,130-for
                compensation
            
            
            1.45
            
            
            90,000
            
            
            -
            
            
            -
            
            
            900
            
            
            72,000
            
            
            -
            
            
            -
            
            
            72,900-for
                compensation
            
            
            1.35
            
            
            6,000
            
            
            -
            
            
            -
            
            
            60
            
            
            8,040
            
            
            -
            
            
            -
            
            
            8,100-for
                modification of stockpurchase
                agreement
            
            
            0.60
            
            
            200,000
            
            
            -
            
            
            -
            
            
            2,000
            
            
            118,000
            
            
            -
            
            
            -
            
            
            120,000-for
                mineral property
            
            
            1.03
            
            
            50,000
            
            
            -
            
            
            -
            
            
            500
            
            
            51,000
            
            
            -
            
            
            -
            
            
            51,500-for
                mineral property
            
            
            0.75
            
            
            50,000
            
            
            -
            
            
            -
            
            
            500
            
            
            37,000
            
            
            -
            
            
            -
            
            
            37,500-for
                mineral property
            
            
            0.12
            
            
            129,938
            
            
            -
            
            
            -
            
            
            1,299
            
            
            14,943
            
            
            -
            
            
            -
            
            
            16,242-misc.
                adjustment
            
            
            
            
            
            (5
            )
            
            -
            
            
            -
            
            
            (1
            )
            
            1
            
            
            -
            
            
            -
            
            
            -Options
                and warrants issued in connection
              with
                stock purchase agreement
            
            -
            
            
            9,710,262
            
            
            7,979,761
            
            
            -
            
            
            112,227
            
            
            -
            
            
            -
            
            
            112,227Warrants
                issued for mineral properties
            
            -
            
            
            -
            
            
            200,000
            
            
            -
            
            
            30,000
            
            
            -
            
            
            -
            
            
            30,000Compensation
                cost recognized for options
            
            -
            
            
            100,333
            
            
            -
            
            
            -
            
            
            15,820
            
            
            -
            
            
            -
            
            
            15,820Expired
                options and warrants
            
            -
            
            
            (50,000
            )
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Unrealized
                change in market value of
              available
                for sale securities
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (38,314
            )
            
            (38,314
            )Net
                loss
            
            
            
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (2,186,541
            )
            
            -
            
            
            (2,186,541
            )Balance,
                September 30, 2000
            
            
            
            
            
            18,232,776
            
            
            127,833
            
            
            8,179,761
            
            $
            182,327
            
            $
            3,415,816
            
            $
            (3,709,581
            )
            $
            (413
            )
            $
            (111,851
            )




43


**TREND
        MINING COMPANY**
 **(An
        Exploration Stage Company)**
 **STATEMENT
        OF STOCKHOLDERS’ EQUITY (DEFICIT)**
 Price
                
                
                Number
                  of
                  Shares
                
                
                Number
                  of
                    Options
                
                
                Number
                    ofWarrants
                
                
                Common
                  Stock
                  Amount
                
                
                Additional
                    Paid-inCapital
                
                
                Accumulated
                  Deficit
                
                
                Accumulated
                  Other
                  Comprehensive
                  Income
                    (Loss)
                
                
                TotalBalance,
                    September 30, 2000
                
                
                
                
                
                18,232,776
                
                
                127,833
                
                
                8,179,761
                
                $
                182,327
                
                $
                3,415,816
                
                $
                (3,709,581
                )
                $
                (413
                )
                $
                (111,851
                )Common
                    stock issued:-
                    for exercise of options
                
                
                0.30
                
                
                33,333
                
                
                (33,333
                )
                
                -
                
                
                333
                
                
                9,667
                
                
                -
                
                
                -
                
                
                10,000-
                    for cash
                
                
                1.00
                
                
                192,000
                
                
                -
                
                
                -
                
                
                1,920
                
                
                190,080
                
                
                -
                
                
                -
                
                
                192,000-
                    for compensation
                
                
                1.15
                
                
                10,000
                
                
                -
                
                
                -
                
                
                100
                
                
                11,400
                
                
                -
                
                
                -
                
                
                11,500-
                    for compensation
                
                
                1.30
                
                
                3,000
                
                
                -
                
                
                -
                
                
                30
                
                
                3,870
                
                
                -
                
                
                -
                
                
                3,900-
                    for compensation
                
                
                0.90
                
                
                2,200
                
                
                -
                
                
                -
                
                
                22
                
                
                1,958
                
                
                -
                
                
                -
                
                
                1,980-
                    for compensation
                
                
                1.00
                
                
                3,890
                
                
                -
                
                
                -
                
                
                39
                
                
                3,851
                
                
                -
                
                
                -
                
                
                3,890-
                    for compensation
                
                
                1.35
                
                
                10,000
                
                
                -
                
                
                -
                
                
                100
                
                
                13,400
                
                
                -
                
                
                -
                
                
                13,500-
                    for compensation
                
                
                1.10
                
                
                604
                
                
                -
                
                
                -
                
                
                6
                
                
                658
                
                
                -
                
                
                -
                
                
                664-
                    for compensation
                
                
                0.85
                
                
                75,000
                
                
                -
                
                
                -
                
                
                750
                
                
                63,000
                
                
                -
                
                
                -
                
                
                63,750-
                    for compensation
                
                
                0.98
                
                
                967
                
                
                -
                
                
                -
                
                
                10
                
                
                938
                
                
                -
                
                
                -
                
                
                948-
                    for compensation
                
                
                0.73
                
                
                40,000
                
                
                -
                
                
                -
                
                
                400
                
                
                28,800
                
                
                -
                
                
                -
                
                
                29,200-
                    for compensation
                
                
                0.30
                
                
                3,700
                
                
                -
                
                
                -
                
                
                37
                
                
                1,063
                
                
                -
                
                
                -
                
                
                1,100-
                    for contract modification
                
                
                0.78
                
                
                3,000
                
                
                -
                
                
                -
                
                
                30
                
                
                2,310
                
                
                -
                
                
                -
                
                
                2,340-
                    for interest
                
                
                0.83
                
                
                5,000
                
                
                -
                
                
                -
                
                
                50
                
                
                4,100
                
                
                -
                
                
                -
                
                
                4,150-
                    for interest
                
                
                0.77
                
                
                5,000
                
                
                -
                
                
                -
                
                
                50
                
                
                3,800
                
                
                -
                
                
                -
                
                
                3,850-
                    for mineral property expense
                
                
                0.85
                
                
                1,000
                
                
                -
                
                
                -
                
                
                10
                
                
                840
                
                
                -
                
                
                -
                
                
                850-
                    for loans payable
                
                
                1.00
                
                
                134,500
                
                
                -
                
                
                -
                
                
                1,345
                
                
                133,155
                
                
                -
                
                
                -
                
                
                134,500Warrants
                    issued:-
                    for compensation
                
                
                
                
                
                -
                
                
                -
                
                
                430,000
                
                
                -
                
                
                170,521
                
                
                -
                
                
                -
                
                
                170,521-
                    with convertible debt
                
                
                
                
                
                -
                
                
                -
                
                
                610,000
                
                
                -
                
                
                141,547
                
                
                -
                
                
                -
                
                
                141,547Extension
                    of warrant exercise period
                
                
                
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                608,058
                
                
                -
                
                
                -
                
                
                608,058Compensation
                    cost recognized
                  for
                    options
                
                
                
                
                
                -
                
                
                1,200,000
                
                
                -
                
                
                -
                
                
                354,000
                
                
                -
                
                
                -
                
                
                354,000Expired
                    options and warrants
                
                
                
                
                
                -
                
                
                (319,700
                )
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -Unrealized
                    change in market value of
                  available
                    for sale securities
                
                
                
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                413
                
                
                413Net
                    loss
                
                
                
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (3,437,354
                )
                
                -
                
                
                (3,437,354
                )Balance,
                    September 30, 2001
                
                
                
                
                
                18,755,970
                
                
                974,800
                
                
                9,219,761
                
                
                187,559
                
                
                5,162,832
                
                
                (7,146,935
                )
                
                -
                
                
                (1,796,544
                )Common
                    stock issued:- for cash
                
                
                0.10
                
                
                2,500,000
                
                
                -
                
                
                -
                
                
                25,000
                
                
                225,000
                
                
                -
                
                
                -
                
                
                250,000-
                    for note payable
                
                
                1.00
                
                
                25,000
                
                
                -
                
                
                -
                
                
                250
                
                
                24,750
                
                
                -
                
                
                -
                
                
                25,000-
                    for payable
                
                
                0.55
                
                
                12,536
                
                
                -
                
                
                -
                
                
                126
                
                
                6,769
                
                
                -
                
                
                -
                
                
                6,895-
                    for financing expense
                
                
                0.45
                
                
                64,429
                
                
                -
                
                
                -
                
                
                644
                
                
                28,349
                
                
                -
                
                
                -
                
                
                28,993-
                    for financing expense
                
                
                0.40
                
                
                18,000
                
                
                -
                
                
                -
                
                
                180
                
                
                7,020
                
                
                -
                
                
                -
                
                
                7,200-
                    for compensation
                
                
                0.40
                
                
                80,000
                
                
                -
                
                
                -
                
                
                800
                
                
                31,200
                
                
                -
                
                
                -
                
                
                32,000-
                    for mineral properties
                
                
                0.70
                
                
                1,100,000
                
                
                -
                
                
                -
                
                
                11,000
                
                
                759,000
                
                
                -
                
                
                -
                
                
                770,000- for services
                
                
                0.70
                
                
                32,500
                
                
                -
                
                
                -
                
                
                325
                
                
                22,425
                
                
                -
                
                
                -
                
                
                22,750Interest
                    forgiven by shareholders
                
                
                
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                42,950
                
                
                -
                
                
                -
                
                
                42,950Warrants
                    issued with convertible debt
                
                
                
                
                
                -
                
                
                -
                
                
                422,858
                
                
                -
                
                
                55,352
                
                
                -
                
                
                -
                
                
                55,352Compensation
                    cost recognized
                  for
                    options
                
                
                
                
                
                -
                
                
                307,800
                
                
                -
                
                
                -
                
                
                29,528
                
                
                -
                
                
                -
                
                
                29,528Expired
                    options and warrants
                
                
                
                
                
                -
                
                
                (209,363
                )
                
                (475,000
                )
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -Net
                    loss
                
                
                
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (1,168,171
                )
                
                -
                
                
                (1,168,171
                )


44
 
 **TREND
          MINING COMPANY**
 **(An
          Exploration Stage Company)**
 **STATEMENT
          OF STOCKHOLDERS’ EQUITY (DEFICIT)**


Price
              
              
              Number
                of
                  Shares
              
              
              Number
                of
                  Options
              
              
              Number
                  ofWarrants
              
              
              Common
                Stock
                Amount
              
              
              Additional
                  Paid-inCapital
              
              
              Accumulated
                Deficit
              
              
              Accumulated
                Other
                Comprehensive
                Income
                  (Loss)
              
              
              TotalBalance,
                  September 30, 2002
              
              
              
              
              
              22,588,435
              
              
              1,073,237
              
              
              9,167,619
              
              
              225,884
              
              
              6,395,175
              
              
              (8,315,106
              )
              
              -
              
              
              (1,694,047
              )Common
                  stock issued:-
                  for cash
              
              
              0.10
              
              
              5,500,000
              
              
              -
              
              
              -
              
              
              55,000
              
              
              495,000
              
              
              -
              
              
              -
              
              
              550,000-
                  for compensation
              
              
              0.12
              
              
              683,000
              
              
              -
              
              
              -
              
              
              6,830
              
              
              78,490
              
              
              -
              
              
              -
              
              
              85,320-
                  for investments
              
              
              0.21
              
              
              450,000
              
              
              -
              
              
              -
              
              
              4,500
              
              
              88,668
              
              
              -
              
              
              -
              
              
              93,168-
                  for note payable
              
              
              0.10
              
              
              369,160
              
              
              -
              
              
              -
              
              
              3,692
              
              
              33,224
              
              
              -
              
              
              -
              
              
              36,916-
                  for compensation
              
              
              0.14
              
              
              680,687
              
              
              -
              
              
              -
              
              
              6,807
              
              
              89,633
              
              
              -
              
              
              -
              
              
              96,440-
                  for compensation
              
              
              0.21
              
              
              142,592
              
              
              -
              
              
              -
              
              
              1,426
              
              
              28,574
              
              
              -
              
              
              -
              
              
              30,000-
                  for compensation
              
              
              0.17
              
              
              150,000
              
              
              -
              
              
              -
              
              
              1,500
              
              
              24,000
              
              
              -
              
              
              -
              
              
              25,500-
                  for compensation
              
              
              0.10
              
              
              1,350,656
              
              
              -
              
              
              -
              
              
              13,507
              
              
              122,149
              
              
              -
              
              
              -
              
              
              135,656-
                  for compensation
              
              
              0.15
              
              
              425,000
              
              
              -
              
              
              -
              
              
              4,250
              
              
              60,091
              
              
              -
              
              
              -
              
              
              64,341-
                  for financing cost
              
              
              0.26
              
              
              860,000
              
              
              -
              
              
              -
              
              
              8,600
              
              
              215,000
              
              
              -
              
              
              -
              
              
              223,600-
                  misc. adjustment
              
              
              0.01
              
              
              29,555
              
              
              -
              
              
              -
              
              
              295
              
              
              1
              
              
              -
              
              
              -
              
              
              296Unrealized
                  change in market value ofavailable
                  for sale securities
              
              
              
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              1,800
              
              
              1,800Net
                  loss
              
              
              
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (966,958
              )
              
              -
              
              
              (966,958
              )Balance,
                  September 30, 2003
              
              
              
              
              
              33,229,085
              
              
              1,073,237
              
              
              9,167,619
              
              $
              332,291
              
              $
              7,630,005
              
              $
              (9,282,064
              )
              $
              1,800
              
              $
              (1,317,968
              )
  45
  **TREND
        MINING COMPANY**
 **(An
        Exploration Stage Company)**
 **STATEMENT
        OF STOCKHOLDERS’ EQUITY (DEFICIT)**


Price
            
            
            Number
              of
                Shares
            
            
            Number
              of
                Options
            
            
            Number
              of
                Warrants
            
            
            Common
              Stock
              Amount
            
            
            Additional
              Paid-in
              Capital
            
            
            Accumulated
              Deficit
            
            
            Accumulated
              Other
              Comprehensive
              Income
                (Loss)
            
            
            TotalBalance,
                September 30, 2003
            
            
            
            
            
            33,229,085
            
            
            1,073,237
            
            
            9,167,619
            
            $
            332,291
            
            $
            7,630,005
            
            $
            (9,282,064
            )
            $
            1,800
            
            $
            (1,317,968
            )Common
                stock issued:-
                for
                cash
            
            
            0.200
            
            
            1,675,000
            
            
            -
            
            
            -
            
            
            16,750
            
            
            318,250
            
            
            -
            
            
            -
            
            
            335,000-
                for
                investment
            
            
            0.200
            
            
            125,000
            
            
            -
            
            
            -
            
            
            1,250
            
            
            23,750
            
            
            -
            
            
            -
            
            
            25,000-
                for
                compensation
            
            
            0.350
            
            
            140,000
            
            
            -
            
            
            -
            
            
            1,400
            
            
            47,600
            
            
            -
            
            
            -
            
            
            49,000-
                for
                compensation
            
            
            0.200
            
            
            330,000
            
            
            -
            
            
            -
            
            
            3,300
            
            
            62,700
            
            
            -
            
            
            -
            
            
            66,000-
                for
                compensation
            
            
            0.330
            
            
            22,500
            
            
            -
            
            
            -
            
            
            225
            
            
            7,200
            
            
            -
            
            
            -
            
            
            7,425-
                for
                accounts payable
            
            
            0.200
            
            
            173,630
            
            
            -
            
            
            -
            
            
            1,736
            
            
            33,026
            
            
            -
            
            
            -
            
            
            34,762-
                for
                accounts payable
            
            
            0.250
            
            
            272,500
            
            
            -
            
            
            -
            
            
            2,725
            
            
            65,358
            
            
            -
            
            
            -
            
            
            68,083Gain
                on sale of internal securities
            
            
            
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            210,194
            
            
            -
            
            
            -
            
            
            210,194Compensation
                cost recognized for options
            
            
            
            
            
            -
            
            
            1,000,000
            
            
            -
            
            
            -
            
            
            95,000
            
            
            -
            
            
            -
            
            
            95,000Expired
                options and warrants
            
            
            
            
            
            -
            
            
            (873,237
            )
            
            (299,445
            )
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Unrealized
                change in market value ofavailable
                for sale securities
            
            
            
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,800
            )
            
            (1,800
            )Net
                loss
            
            
            
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (992,688
            )
            
            -
            
            
            (992,688
            )Balance,
                September 30, 2004
            
            
            
            
            
            35,967,715
            
            
            1,200,000
            
            
            8,868,174
            
            
            359,677
            
            
            8,493,083
            
            
            (10,274,752
            )
            
            -
            
            
            (1,421,992
            )Common
                stock issued:-
                for
                accounts payable
            
            
            0.380
            
            
            10,000
            
            
            -
            
            
            -
            
            
            100
            
            
            3,700
            
            
            -
            
            
            -
            
            
            3,800-
                for
                accounts payable
            
            
            0.245
            
            
            23,108
            
            
            -
            
            
            -
            
            
            231
            
            
            5,419
            
            
            -
            
            
            -
            
            
            5,650-
                for
                convertible debt and interest
            
            
            0.198
            
            
            295,482
            
            
            -
            
            
            -
            
            
            2,955
            
            
            55,669
            
            
            -
            
            
            -
            
            
            58,624-
                for
                compensation
            
            
            0.230
            
            
            650,000
            
            
            -
            
            
            -
            
            
            6,500
            
            
            143,000
            
            
            -
            
            
            -
            
            
            149,500-
                for
                compensation
            
            
            0.221
            
            
            131,794
            
            
            -
            
            
            -
            
            
            1,318
            
            
            27,819
            
            
            -
            
            
            -
            
            
            29,137-
                for
                compensation
            
            
            0.200
            
            
            2,500
            
            
            -
            
            
            -
            
            
            25
            
            
            475
            
            
            -
            
            
            -
            
            
            500-
                for
                compensation
            
            
            0.240
            
            
            16,701
            
            
            -
            
            
            -
            
            
            167
            
            
            3,833
            
            
            -
            
            
            -
            
            
            4,000-
                for
                financing cost
            
            
            0.345
            
            
            210,000
            
            
            -
            
            
            -
            
            
            2,100
            
            
            70,350
            
            
            -
            
            
            -
            
            
            72,450-
                for
                financing cost
            
            
            0.245
            
            
            66,000
            
            
            -
            
            
            -
            
            
            660
            
            
            15,500
            
            
            -
            
            
            -
            
            
            16,160Compensation
                cost recognized
              for
                options
            
            
            
            
            
            -
            
            
            1,000,000
            
            
            -
            
            
            -
            
            
            143,840
            
            
            -
            
            
            -
            
            
            143,840Convertible
                debt issuance:-
                class
                A warrants
            
            
            
            
            
            -
            
            
            -
            
            
            3,225,001
            
            
            -
            
            
            504,842
            
            
            -
            
            
            -
            
            
            504,842-
                class
                B warrants
            
            
            
            
            
            -
            
            
            -
            
            
            3,825,001
            
            
            -
            
            
            243,659
            
            
            -
            
            
            -
            
            
            243,659-
                beneficial
                conversion rights
            
            
            
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            512,078
            
            
            -
            
            
            -
            
            
            512,078Expired
                options and warrants
            
            
            
            
            
            -
            
            
            -
            
            
            (130,000
            )
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Net
                loss
            
            
            
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (2,180,851
            )
            
            -
            
            
            (2,180,851
            )Balance,
                September 30, 2005
            
            
            
            
            
            37,373,300
            
            
            2,200,000
            
            
            15,788,176
            
            
            373,733
            
            
            10,223,267
            
            
            (12,455,603
            )
            
            -
            
            
            (1,858,603
            )Common
                stock issued:-
                for
                cash
            
            
            0.100
            
            
            1,500,000
            
            
            -
            
            
            -
            
            
            15,000
            
            
            135,000
            
            
            -
            
            
            -
            
            
            150,000-
                for
                compensation
            
            
            0.120
            
            
            600,000
            
            
            -
            
            
            -
            
            
            6,000
            
            
            66,000
            
            
            -
            
            
            -
            
            
            72,000-
                for
                compensation
            
            
            0.228
            
            
            7,912
            
            
            -
            
            
            -
            
            
            79
            
            
            1,721
            
            
            -
            
            
            -
            
            
            1,800-
                for
                compensation
            
            
            0.180
            
            
            20,000
            
            
            -
            
            
            -
            
            
            200
            
            
            3,400
            
            
            -
            
            
            -
            
            
            3,600-
                for
                compensation
            
            
            0.100
            
            
            85,000
            
            
            -
            
            
            -
            
            
            850
            
            
            7,650
            
            
            -
            
            
            -
            
            
            8,500-
                for
                compensation
            
            
            0.120
            
            
            83,334
            
            
            -
            
            
            -
            
            
            833
            
            
            9,167
            
            
            -
            
            
            -
            
            
            10,000




46
 
 **TREND
          MINING COMPANY**
 **(An
          Exploration Stage Company)**
 **STATEMENT
          OF STOCKHOLDERS’ EQUITY (DEFICIT)**


Price
            
            
            Number
              of
                Shares
            
            
            Number
              of
                Options
            
            
            Number
              of
                Warrants
            
            
            Common
              Stock
              Amount
            
            
            Additional
              Paid-in
              Capital
            
            
            Accumulated
              Deficit
            
            
            Accumulated
              Other
              Comprehensive
              Income
                (Loss)
            
            
            Total-
                for
                convertible debt and interest
            
            
            0.182
            
            
            84,921
            
            
            -
            
            
            -
            
            
            849
            
            
            14,607
            
            
            -
            
            
            -
            
            
            15,456-
                for
                convertible debt and interest
            
            
            0.142
            
            
            40,873
            
            
            -
            
            
            -
            
            
            409
            
            
            5,412
            
            
            -
            
            
            -
            
            
            5,821-
                for
                convertible debt and interest
            
            
            0.119
            
            
            48,797
            
            
            -
            
            
            -
            
            
            488
            
            
            5,293
            
            
            -
            
            
            -
            
            
            5,781-
                for
                convertible debt and interest
            
            
            0.120
            
            
            74,165
            
            
            -
            
            
            -
            
            
            741
            
            
            8,158
            
            
            -
            
            
            -
            
            
            8,899-
                for
                convertible debt and interest
            
            
            0.104
            
            
            91,396
            
            
            -
            
            
            -
            
            
            914
            
            
            8,591
            
            
            -
            
            
            -
            
            
            9,505-
                for
                convertible debt and interest
            
            
            0.144
            
            
            65,556
            
            
            -
            
            
            -
            
            
            657
            
            
            8,785
            
            
            -
            
            
            -
            
            
            9,442-
                for
                convertible debt and interest
            
            
            0.120
            
            
            48,012
            
            
            -
            
            
            -
            
            
            480
            
            
            5,262
            
            
            -
            
            
            -
            
            
            5,742-
                for
                convertible debt and interest
            
            
            0.162
            
            
            35,118
            
            
            -
            
            
            -
            
            
            351
            
            
            5,352
            
            
            -
            
            
            -
            
            
            5,703-
                for
                convertible debt and interest
            
            
            0.152
            
            
            61,678
            
            
            -
            
            
            -
            
            
            617
            
            
            8,758
            
            
            -
            
            
            -
            
            
            9,375-
                for
                convertible debt and interest
            
            
            0.145
            
            
            39,009
            
            
            -
            
            
            -
            
            
            390
            
            
            5,274
            
            
            -
            
            
            -
            
            
            5,664-
                for
                convertible debt and interest
            
            
            0.102
            
            
            91,396
            
            
            -
            
            
            -
            
            
            914
            
            
            8,396
            
            
            -
            
            
            -
            
            
            9,310-
                for
                convertible debt and interest
            
            
            -
            
            
            49,811
            
            
            -
            
            
            -
            
            
            498
            
            
            (498
            )
            
            -
            
            
            -
            
            
            --
                for
                convertible debt and interest
            
            
            0.123
            
            
            45,657
            
            
            -
            
            
            -
            
            
            457
            
            
            5,169
            
            
            -
            
            
            -
            
            
            5,626-
                for
                convertible debt and interest
            
            
            0.136
            
            
            41,073
            
            
            -
            
            
            -
            
            
            411
            
            
            5,175
            
            
            -
            
            
            -
            
            
            5,586-
                for
                convertible debt and interest
            
            
            0.100
            
            
            8,177,046
            
            
            -
            
            
            -
            
            
            81,770
            
            
            735,833
            
            
            -
            
            
            -
            
            
            817,603-
                cancelled
                for convertible debt
            
            
            0.198
            
            
            (213,250
            )
            
            -
            
            
            -
            
            
            (2,133
            )
            
            (40,177
            )
            
            -
            
            
            -
            
            
            (42,310
            )-
                for
                financing cost
            
            
            0.100
            
            
            525,000
            
            
            -
            
            
            -
            
            
            5,250
            
            
            47,250
            
            
            -
            
            
            -
            
            
            52,500Compensation
                cost recognized
              for
                options
            
            
            
            
            
            -
            
            
            125,000
            
            
            -
            
            
            -
            
            
            76,148
            
            
            -
            
            
            -
            
            
            76,148Convertible
                debt issuance:-
                class
                A warrants
            
            
            
            
            
            -
            
            
            -
            
            
            4,100,000
            
            
            -
            
            
            312,830
            
            
            -
            
            
            -
            
            
            312,830-
                class
                B warrants
            
            
            
            
            
            -
            
            
            -
            
            
            5,125,000
            
            
            -
            
            
            9,738
            
            
            -
            
            
            -
            
            
            9,738-
                beneficial
                conversion rights
            
            
            
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            569,182
            
            
            -
            
            
            -
            
            
            569,182Warrants
                modified for financing cost
            
            
            
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            659,021
            
            
            -
            
            
            -
            
            
            659,021Expired
                options and warrants
            
            
            
            
            
            -
            
            
            (200,000
            )
            
            (5,500,001
            )
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Unrealized
                change in market value ofavailable
                for sale securities
            
            
            
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            36,125
            
            
            36,125Net
                loss
            
            
            
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (2,668,628
            )
            
            -
            
            
            (2,668,628
            )Balance,
                September 30, 2006
            
            
            
            
            
            48,975,804
            
            
            2,125,000
            
            
            19,513,175
            
            $
            489,758
            
            $
            12,909,764
            
            $
            (15,124,231
            )
            $
            36,125
            
            $
            (1,688,584
            )




47




**TREND
      MINING COMPANY**


**(An
      Exploration Stage Company)**


**STATEMENTS
      OF CASH FLOWS**





Period
                fromOctober
                1, 1996(Inception
                ofYear
                Ended
            
            Year
                Ended
            
            Exploration
                Stage)September
                30,
            
            September
                30,
            
            to
                September 30,2006
            
            2005
            
            2006**CASH
                FLOWS FROM OPERATING ACTIVITIES:**Net
                loss
            
            $
            (2,668,628
            )
            $
            (2,180,851
            )
            $
            (14,565,727
            )Adjustments
                to reconcile net loss to net cash used by operating
                activities:Depreciation
            
            
            2,661
            
            
            3,628
            
            
            58,165Amortization
                of debt discount
            
            
            926,576
            
            
            497,432
            
            
            1,424,008Loss
                on investment sales
            
            
            -
            
            
            -
            
            
            68,969Loss
                (gain) on disposition and impairment of assets
            
            
            647
            
            
            (72,305
            )
            
            105,861Gain
                on forgiveness of debt
            
            
            (48,000
            )
            
            (62,815
            )
            
            (249,581
            )Interest
                expense forgiven by related parties
            
            
            -
            
            
            -
            
            
            20,848Common
                stock issued for servicesand
                financing expenses
            
            
            -
            
            
            281,197
            
            
            1,265,171Common
                stock issued for payables and accrued expenses
            
            
            -
            
            
            -
            
            
            219,656Common
                stock issued for investments
            
            
            -
            
            
            -
            
            
            93,168Common
                stock issued for incentive fees
            
            
            -
            
            
            -
            
            
            21,544Common
                stock issued for payment of interest
            
            
            134,568
            
            
            17,160
            
            
            151,728Common
                stock and options issued as compensation
            
            
            157,280
            
            
            143,840
            
            
            1,278,495Common
                stock and warrants issued to acquire mineralproperty
                options
            
            
            -
            
            
            -
            
            
            1,114,873Stock
                options and warrants issued for consulting fees
            
            
            14,768
            
            
            -
            
            
            185,289Stock
                options and warrants issued ormodified
                for financing expense
            
            
            666,521
            
            
            -
            
            
            1,488,778Investment
                traded for services
            
            
            -
            
            
            -
            
            
            45,939Changes
                in assets and liabilities:Prepaid
                expenses
            
            
            13,494
            
            
            (10,546
            )
            
            3,805Accounts
                receivable
            
            
            (35,291
            )
            
            (42,500
            )
            
            (77,791
            )Accounts
                payable
            
            
            (161,682
            )
            
            116,982
            
            
            270,766Accounts
                payable, related parties
            
            
            -
            
            
            15,000
            
            
            15,000Accrued
                expenses
            
            
            (73,734
            )
            
            302
            
            
            (71,837
            )Reclamation
                bond
            
            
            (1,220
            )
            
            (6,500
            )
            
            (7,720
            )Interest
                payable
            
            
            102,013
            
            
            96,972
            
            
            298,488Net
                cash used by operating activities
            
            
            (970,027
            )
            
            (1,203,004
            )
            
            (6,842,105
            )**CASH
                FLOWS FROM INVESTING ACTIVITIES:**Proceeds
                from sale of equipment
            
            
            -
            
            
            2,500
            
            
            37,626Purchase
                of fixed assets
            
            
            (1,134
            )
            
            (10,023
            )
            
            (57,210
            )Proceeds
                from sale of mineral property
            
            
            1,122,975
            
            
            -
            
            
            1,142,975Costs
                of mining interest
            
            
            (244,775
            )
            
            (808,395
            )
            
            (1,053,170
            )Proceeds
                from investments sold
            
            
            -
            
            
            -
            
            
            183,161Net
                cash provided (used) by investing activities
            
            
            877,066
            
            
            (815,918
            )
            
            253,382**CASH
                FLOWS FROM FINANCING ACTIVITIES:**Proceeds
                from notes payable and short-term borrowings
            
            
            -
            
            
            675,000
            
            
            1,111,300Payments
                on notes payable and short-term borrowings
            
            
            (660,000
            )
            
            -
            
            
            (692,336
            )







48


**TREND
        MINING COMPANY**
 **(An
        Exploration Stage Company)**
 **STATEMENTS
        OF CASH FLOWS**


Period
                fromOctober
                1, 1996(Inception
                ofYear
                Ended
            
            Year
                Ended
            
            Exploration
                Stage)September
                30,
            
            September
                30,
            
            to
                September 30,2006
            
            2005
            
            2006Proceeds
                from internal securities sale
            
            
            -
            
            
            -
            
            
            210,194Proceeds
                from sale of warrants
            
            
            -
            
            
            -
            
            
            10,000Proceeds
                from convertible debt
            
            
            953,000
            
            
            2,050,000
            
            
            4,035,857Payments
                on convertible debt
            
            
            -
            
            
            (380,409
            )
            
            (472,629
            )Financing
                fees
            
            
            (23,750
            )
            
            (269,591
            )
            
            (293,341
            )Proceeds
                from sale of common stockand
                exercise of options
            
            
            150,000
            
            
            -
            
            
            2,843,151Issuance
                of penalty shares
            
            
            -
            
            
            -
            
            
            223,600Net
                cash provided by financing activities
            
            
            419,250
            
            
            2,075,000
            
            
            6,975,796**NET
                INCREASE (DECREASE) IN CASH**
            
            
            326,289
            
            
            56,078
            
            
            387,073**CASH,
                BEGINNING OF PERIOD**
            
            
            64,391
            
            
            8,313
            
            
            3,607**CASH,
                END OF PERIOD**
            
            $
            390,680
            
            $
            64,391
            
            $
            390,680**SUPPLEMENTAL
                CASH FLOW INFORMATION:**Interest
                paid
            
            $
            32,487
            
            $
            72,486
            
            $
            200,167Income
                taxes paid
            
            $
            -
            
            $
            -
            
            $
            -**NON-CASH
                FINANCING AND INVESTING ACTIVITIES:**Common
                stock and warrants issued to acquiremineral
                properties
            
            $
            -
            
            $
            -
            
            $
            1,189,873Common
                stock issued for acquisition ofmining
                equipment
            
            
            -
            
            
            -
            
            
            180,000Common
                stock issued for investment
            
            
            -
            
            
            -
            
            
            185,168Common
                stock issued for payment of convertible debt
            
            
            742,635
            
            
            41,464
            
            
            784,099Common
                stock issued for financing fees
            
            
            45,000
            
            
            -
            
            
            45,000Deferred
                acquisition costs on mining property
            
            
            -
            
            
            -
            
            
            46,242Purchase
                of equipment with financing agreement
            
            
            -
            
            
            -
            
            
            21,814Investments
                received for mineral property
            
            
            -
            
            
            -
            
            
            5,500Investments
                received for accounts receivable
            
            
            42,500
            
            
            -
            
            
            42,500Equipment
                for loans payable
            
            
            -
            
            
            -
            
            
            4,500Warrants
                issued with convertible debt
            
            
            322,568
            
            
            748,501
            
            
            1,071,069Beneficial
                conversion rights
            
            
            569,182
            
            
            512,078
            
            
            1,081,260




49




**TREND
        MINING COMPANY**
 **(AN
        EXPLORATION STAGE COMPANY)**
 **NOTES
        TO THE FINANCIAL STATEMENTS**
  **NOTE
        1 - ORGANIZATION AND DESCRIPTION OF BUSINESS**
 
 Trend
        Mining Company (formerly Silver Trend Mining Company) (“the Company” or “Trend”)
        was incorporated on September 7, 1968 under the laws of the State of Montana
        for
        the purpose of acquiring, exploring and developing mining properties. From
        1984
        to late 1996, the Company was dormant. In November 1998, the Company changed
        its
        focus to exploration for platinum and palladium related metals primarily
        in the
        United States. In February of 1999, the Company changed its name to Trend
        Mining
        Company to better reflect the Company’s change of focus and diversification into
        platinum group metals. On March 28, 2001, the Company reincorporated in
        Delaware. This reincorporation represented a change of corporate domicile
        and
        had no accounting impact. In 2004, the Company further diversified into uranium
        properties. The Company directs its operations primarily from its office
        in
        Littleton, Colorado. The Company has one production stage royalty interest.
        All
        of the Company’s other mineral properties are in the exploration stage. The
        Company is not conducting development or mining operations at this
        time.
 
 **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.
 
 Estimates
  The
        preparation of financial statements in conformity with accounting principles
        generally accepted in the United States of America requires management to
        make
        estimates and assumptions that affect the reported amounts of assets and
        liabilities and disclosure of contingent assets and liabilities at the date
        of
        the financial statements and the reported amounts of revenues and expenses
        during the reporting period. Actual results could differ from those
        estimates.
 
 Exploration
        Stage Activities and Exploration Costs
  The
        Company has been in the exploration stage since October 1, 1996, when the
        Company emerged from a period of dormancy. The Company is primarily engaged
        in
        the acquisition and exploration of mineral properties. The Company expenses
        exploration costs as incurred. Exploration costs expensed during the years
        ended
        September 30, 2006 and 2005, were $145,591 and $215,246 respectively. As
        of
        September 30, 2006, cumulative exploration costs expensed during the Company’s
        exploration stage totaled $3,289,712. Should the Company locate a commercially
        viable reserve, the Company would expect to actively prepare the site for
        extraction.
 
 Going
        Concern
  As
        shown
        in the accompanying financial statements, at September 30, 2006, the Company
        has
        limited cash, has negative working capital, incurred a comprehensive loss
        of
        $2,632,503 for the fiscal year, and has an exploration stage accumulated
        deficit
        of $14,565,727. These factors indicate that the Company may be unable to
        continue in existence in the absence of receiving additional funding. The
        financial statements do not include any adjustments related to the
        recoverability and classification of recorded assets, or the amounts and
        classification of liabilities that might be necessary in the event the Company
        cannot continue in existence.
 
 The
        Company estimates that approximately $600,000 is required to fund operations
        of
        the Company for the next 12 months assuming minimal exploration activities,
        or
        $1.25 million if the Company wishes to retain its interest at the Stillwater
        project. Additional cash in the amount of approximately $277,000 per year
        would
        be required if the Company had to service its convertible debt with cash
        in lieu
        of stock. The Company’s management believes that it will be able to generate
        sufficient cash from public or private debt or equity financing in order
        for the
        Company to continue to operate based on current expense
        projections.
 
 Fair
        Value of Financial Instruments
  The
        Company’s financial instruments include cash, available-for-sale securities,
        accounts payable, accrued expenses, and short-term borrowings. All instruments
        other than available-for-sale securities are accounted for on a historical
        cost
        basis, which, due to the short maturity of these financial instruments,
        approximates their fair value. Available-for-sale securities are recorded
        at
        fair value.
 
 50
 **TREND
          MINING COMPANY**
 **(AN
          EXPLORATION STAGE COMPANY)**
 **NOTES
          TO THE FINANCIAL STATEMENTS**
 Cash
        and Cash Equivalents
  All
        highly liquid investments purchased with an original maturity of three months
        or
        less are considered to be cash equivalents. The Company periodically maintains
        cash in financial institutions in excess of FDIC limits. The Company evaluates
        the creditworthiness of these financial institutions in determining the risk
        associated with these deposits. At September 30, 2006, cash was primarily
        held
        in an interest bearing money market account.
 
 Mineral
        Properties
  The
        Company capitalizes only amounts paid in cash or stock as consideration for
        the
        acquisition of real property, including patented mining claims and royalty
        interests. See Note 3. Acquired properties are recorded at fair value negotiated
        in arm’s length transactions. Costs and fees paid to locate and maintain
        unpatented mining claims, to acquire options to purchase claims or properties,
        and to maintain the mineral rights and leases, are expensed as incurred.
        In the
        accompanying financial statements, there are no amounts capitalized for mineral
        properties.
 
 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.
 
 Property
        and Equipment
  Property
        and equipment are recorded at cost. Major additions and improvements are
        capitalized. Minor replacements, maintenance and repairs that do not increase
        the useful lives of the assets are expensed as incurred. Depreciation of
        property and equipment, including vehicles, is being calculated using the
        double- declining balance method over the expected useful lives of three
        to
        seven years.
 
 The
        following is a summary of property, equipment, and accumulated
        depreciation:
 
 September
                  30,
                2006
              
              September
                  30,
                2005Office
                  Furniture and Equipment
              
              $
              18,363
              
              $
              30,070Vehicle
              
              
              —
              
              
              8,672Less:
                  Accumulated Depreciation
              
              
              (7,510
              )
              
              (25,715
              )$
              10,853
              
              $
              13,027
  Derivative
        Instruments
  Historically,
        the Company has not entered into derivative contracts to hedge existing risks
        or
        for speculative purposes. During the years ended September 30, 2006 and 2005,
        the Company did not engaged in any transactions that would be considered
        derivative instruments or hedging activities.
 
 Stock
        Issued for Other Than Cash
  The
        Company values unrestricted common stock granted to employees for services,
        property, or investments at the fair value of the common stock determined
        as the
        closing price of stock on the day of issuance. If no trading occurred on
        a date
        of issuance, then the fair value used is the lower of the closing prices
        on the
        first previous day or the first following day on which the Company’s stock was
        traded. Common stock granted to non-employees is valued at the fair value
        of the
        stock or the fair value of the consideration received, whichever is more
        reliably measured. The Company may issue common stock with certain restrictions
        placed upon the trading thereof. In these circumstances the shares are valued
        at
        a reasonable discount to the closing stock price. These stock issuances are
        accounted for as expenses, if the stock was issued for services or exploration
        costs, and as assets, if the stock was issued for investments or real
        property.
 
 51
 **TREND
          MINING COMPANY**
 **(AN
          EXPLORATION STAGE COMPANY)**
 **NOTES
          TO THE FINANCIAL STATEMENTS**
 Accounting
        for Convertible Notes and Securities with Beneficial Conversion
        Features
  Following
        guidance provided by EITF 00-27 the Company allocates proceeds received from
        convertible notes and/or securities first to warrants granted the note holders.
        The value of the warrants and the value of the beneficial conversion feature
        are
        both recorded on the balance sheet as a debt discount with an offsetting
        increase to stockholders equity. The discounts are amortized over the life
        of
        the loans using the effective interest method.
 
 Option
        and Warrant Fair Value Calculations
  The
        Company periodically grants stock options to employees, directors or other
        service providers. The Company utilizes the Black-Scholes valuation model
        to
        calculate the fair value of all options and recognizes such value as
        compensation expense in the financial statements during the time period that
        the
        services are performed. The Company also periodically issues common stock
        purchase warrants. The fair value of warrants, as determined using the
        Black-Scholes valuation model, is included in the financial statements at
        the
        time of their issuance.
 
 Royalty
        revenue
  Royalty
        revenue is recognized in accordance with the terms of the underlying agreement
        subject to the pervasive evidence of the existence of the arrangement, the
        risks
        and rewards having been transferred, the royalty being fixed or determinable,
        and the collectibility of the royalty being reasonably assured.
 
 Provision
        for Taxes
  Income
        taxes are provided based upon the liability method of accounting pursuant
        to
        Statement of Financial Accounting Standards No. 109, “Accounting for Income
        Taxes”. Under this approach, deferred income taxes arise from temporary
        differences between the tax bases of assets and liabilities and their financial
        reporting amounts at each year-end, and the expected future benefits of net
        operating loss carryforwards, tax credit and other carryforwards. A valuation
        allowance is recorded against deferred tax assets if management believes
        it is
        more likely than not that the deferred tax assets will not be
        realized.
 
 Comprehensive
        Income (Loss)
  The
        Company reports comprehensive income (loss) to include cumulative unrealized
        changes during a period in the fair value of available for sale securities,
        net
        of tax effects.
 
 Basic
        and Diluted Loss per Share
  Basic
        and
        diluted loss per share are computed by dividing the net loss by the weighted
        average number of shares outstanding during each 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, warrants, and convertible debt, representing an aggregate potential
        conversion into 53,858,103 and 22,938,178 shares of common stock, as of
        September 30, 2006 and 2005, respectively, have been excluded from the
        calculation of diluted loss per share as they would be
        antidilutive.
 
 Reclassifications
  Certain
        accounts in prior period financial statements have been reclassified for
        comparative purposes to conform to the presentation in the current period
        financial statements.
 
 Recent
        Accounting Pronouncements
  In
        September 2006, the Financial Accounting Standards Board issued Statement
        of
        Financial Accounting Standards No. 157, “Fair Value Measurements,” (hereinafter
“SFAS No. 157”) which defines fair value, establishes a framework for measuring
        fair value in generally accepted accounting principles (GAAP), and expands
        disclosures about fair value measurements. Where applicable, SFAS No. 157
        simplifies and codifies related guidance within GAAP and does not require
        any
        new fair value measurements. SFAS No. 157 is effective for financial statements
        issued for fiscal years beginning after November 15, 2007, and interim periods
        within those fiscal years. Earlier adoption is encouraged. The Company does
        not
        expect the adoption of SFAS No. 157 to have a significant immediate effect
        on
        its financial position or results of operation.
  52
 **TREND
            MINING COMPANY**
 **(AN
            EXPLORATION STAGE COMPANY)**
 **NOTES
            TO THE FINANCIAL STATEMENTS**
 In
        March
        2006, the Financial Accounting Standards Board issued Statement of Financial
        Accounting Standards No. 156, “Accounting for Servicing of Financial Assets—an
        amendment of FASB Statement No. 140.” This statement is effective for fiscal
        years beginning after September 15, 2006. Management believes the adoption
        of
        this statement will have no impact on the Company’s financial condition or
        results of operations.
  In
        February 2006, the Financial Accounting Standards Board issued Statement
        of
        Financial Accounting Standards No. 155, “Accounting for Certain Hybrid Financial
        Instruments, an Amendment of FASB Standards No. 133 and 140” (hereinafter “SFAS
        No. 155”). This statement established the accounting for certain derivatives
        embedded in other instruments. It simplifies accounting for certain hybrid
        financial instruments by permitting fair value remeasurement for any hybrid
        instrument that contains an embedded derivative that otherwise would require
        bifurcation under SFAS No. 133 as well as eliminating a restriction on the
        passive derivative instruments that a qualifying special-purpose entity may
        hold
        under SFAS No. 140. This statement allows a public entity to irrevocably
        elect
        to initially and subsequently measure a hybrid instrument that would be required
        to be separated into a host contract and derivative in its entirety at fair
        value (with changes in fair value recognized in earnings) so long as that
        instrument is not designated as a hedging instrument pursuant to the statement.
        SFAS No. 140 previously prohibited a qualifying special-purpose entity from
        holding a derivative financial instrument that pertains to a beneficial interest
        other than another derivative financial instrument. This statement is effective
        for fiscal years beginning after September 15, 2006. Management believes
        the
        adoption of this statement will have no immediate impact on the Company’s
        financial condition or results of operations.
  In
        May
        2005, the Financial Accounting Standards Board issued Statement of Financial
        Accounting Standards No. 154, “Accounting Changes and Error Corrections,”
(hereinafter “SFAS No. 154”) which replaces Accounting Principles Board Opinion
        No. 20, “Accounting Changes”, and SFAS No. 3, “Reporting Accounting Changes in
        Interim Financial Statements - An Amendment of APB Opinion No. 28”. SFAS No. 154
        provides guidance on accounting for and reporting changes in accounting
        principle and error corrections. SFAS No. 154 requires that changes in
        accounting principle be applied retrospectively to prior period financial
        statements and is effective for fiscal years beginning after December 15,
        2005.
        Management does not expect SFAS No. 154 to have a material impact on the
        Company’s financial position, results of operations, or cash flows.
 
 In
        December 2004, the Financial Accounting Standards Board issued a revision
        to
        Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based
        Payments” (hereinafter “SFAS No. 123 (R)”). This statement replaces FASB
        Statement No. 123, “Accounting for Stock-Based Compensation”, and supersedes APB
        Opinion No. 25, “Accounting for Stock Issued to Employees”. SFAS No. 123 (R)
        establishes standards for the accounting for share-based payment transactions
        in
        which an entity exchanges its equity instruments for goods or services. It
        also
        addresses transactions in which an entity incurs liabilities in exchange
        for
        goods or services that are based on the fair value of the entity’s equity
        instruments or that may be settled by the issuance of those equity instruments.
        This statement covers a wide range of share-based compensation arrangements
        including share options, restricted share plans, performance-based award,
        share
        appreciation rights and employee share purchase plans. SFAS No. 123 (R) requires
        a public entity to measure the cost of employee services received in exchange
        for an award of equity instruments based on the fair value of the award on
        the
        grant date (with limited exceptions). That cost will be recognized in the
        entity’s financial statements over the period during which the employee is
        required to provide services in exchange for the award. The Company currently
        reports stock issued to employees under the rules of SFAS No. 123; therefore,
        management expects no material impact to its financial statements from the
        adoption of this statement.
 
 In
        July
        2006, the Financial Accounting Standards Board issued FASB Interpretation
        (“FIN”) No. 48, “Accounting for Uncertainty in Income Taxes - An Interpretation
        of FASB Statement No. 109”. FIN 48 clarifies the accounting for uncertainty in
        income taxes recognized in a company’s financial statements in accordance with
        SFAS 109. FIN 48 also prescribes a recognition threshold and measurement
        attribute for the financial statement recognition and measurement of tax
        positions taken or expected to taken in a tax return. FIN 48 also provides
        guidance on de-recognition, classification, interest and penalties, accounting
        in interim periods, disclosure, and transition. The provisions of FIN 48
        are
        effective for fiscal years beginning after December 15, 2006. Management
        does
        not expect FIN 48 to have a material impact on the Company’s financial position,
        results of operations, or cash flows.
 
 53
 **TREND
          MINING COMPANY**
 **(AN
          EXPLORATION STAGE COMPANY)**
 **NOTES
          TO THE FINANCIAL STATEMENTS**
 NOTE
        3 -
        MINERAL PROPERTIES
  At
        September 30, 2006, the Company has an interest in one production stage mineral
        property, no development stage properties, and six exploration stage properties.
        The following describes each of these mineral properties.
 
 Andacollo
        Mine, Chile
  During
        the fourth quarter of fiscal 2005, Trend entered into negotiations to purchase
        100% of Compania Minera Dayton (“CMD”), a Chilean corporation that owns and
        operates the Andacollo gold mine in Chile. On September 20, 2005, Trend bought
        30% of the corporation’s shares (and effectively 30% of the aforementioned mine)
        while a separate group of investors purchased the remaining 70% on the same
        date.
 
 The
        Company paid an initial $900,000 in cash for the acquisition. The Company
        also
        paid out additional related expenses for which it was to be repaid 70% by
        the
        other investors. Before the end of the year, the investor group bought Trend’s
        30% stake in exchange for cash of $1,122,975, a 1% net smelter returns royalty,
        and a 30% back-in right exercisable through April 1, 2006. As a result of
        this
        transaction, the Company recognized a gain of $69,804 at September 30, 2005,
        and
        it retained a 1% net smelter returns royalty. The Company received the cash
        portion of the purchase price during the quarter ended December 31, 2005.
        The
        Company did not exercise the 30% back-in right.
 
 The
        final
        operating permits for the mine were obtained on December 27, 2005, and it
        became
        fully operational during the third quarter of fiscal 2006. Trend is
        contractually entitled to receive 1% of gold revenues from the mine in monthly
        installments, subject to a 35% Chilean withholding tax. Through September
        30,
        2006, the Company has cumulatively expensed $0 to acquire this royalty and
        has
        recognized $134,398 of gross royalty income.
 
 Diabase
        Peninsula, Cree Lake Area, Saskatchewan, Canada
  On
        September 15, 2004, the Company diversified into uranium exploration with
        the
        staking of a mining claim comprising approximately 940 hectares (approximately
        4
        square miles) at Cree Lake in the Athabasca Basin of Saskatchewan.
 
 In
        October 2004, the Company signed an option to purchase an additional mining
        claim at Cree Lake which covers 1681 hectares (approximately 6.5 square miles)
        and is located immediately adjacent to, and southwest of, the first Cree
        Lake
        claim. This option agreement is referred to herein as the Diabase Peninsula
        Lease.
 
 Terms
        of
        the Diabase Peninsula Lease require Trend to maintain the claim group in
        good
        standing by performing a minimum of approximately CDN $20,172 worth of field
        work per year. In addition, payments to the lessor of CDN $15,000, $20,000,
        and
        $30,000, respectively, were made in each of the first three years. Trend
        has an
        option to purchase the claims for CDN $11 million any time through September
        2012, at which time the property remains subject to a 3% gross royalty on
        any
        and all minerals produced.
 
 Subsequent
        to the acquisition of the Diabase Peninsula Lease, Trend staked one more
        claim
        on the southwestern edge of the lease for an additional 1603 hectares (6.2
        square miles), such that the aggregate area of Trend’s uranium claims in the
        Athabasca Basin totals 4224 hectares (16.7 square miles).
 
 In
        December 2004, Trend announced that it and Nuinsco Resources Limited (“Nuinsco”)
        signed a Letter of Intent to form a 50-50 joint venture to own, operate and
        explore the three Cree Lake/Diabase Peninsula claims. Pursuant to the Letter
        of
        Intent Nuinsco conducted, at its expense, an exploration program consisting
        of
        geophysical surveys and geochemical sampling followed by drilling. A definitive
        joint venture agreement was executed on September 29, 2005. Under the terms
        of
        the joint venture agreement, Nuinsco must maintain all three claims in good
        standing, including the performance of the minimum annual filed work required
        by
        the Diabase Peninsula Lease, and will earn a 50% interest in the claims upon
        spending CDN $1 million prior to December of 2007. The spending requirement
        was
        satisfied in May of 2006, and accordingly, Trend and Nuinsco became 50-50
        owners
        of the claims at that time. Since then, Trend has declined to fund its 50%
        share
        of continuing exploration expenditures and as a result, the Company’s ownership
        has been diluted to approximately 30% as of September 30, 2006. In the future,
        if Nuinsco takes the project into the development stage, Trend will have
        a one
        time opportunity to regain its 50% interest by repaying the expenditures
        it
        otherwise would have made plus paying a 40% **** penalty.
  54
 **TREND
            MINING COMPANY**
 **(AN
            EXPLORATION STAGE COMPANY)**
 **NOTES
            TO THE FINANCIAL STATEMENTS**
 Additionally,
        to offset Trend’s payments made to the lessor, and per terms of the agreement
        with Nuinsco, during the quarter ended June 30, 2006, Nuinsco granted to
        the
        Company 212,500 freely trading shares of Nuinsco common stock.
 
 Through
        September 30, 2006, the Company has cumulatively expensed $40,753 on this
        project.
 
 Stillwater
        Complex, Montana
  Effective
        January 1, 2005, Trend entered into an agreement with Aurora Metals Limited
        (“Aurora”) that provides that Trend will explore for platinum group and base
        metals on portions of Aurora claims known as the “Stillwater Intrusive Complex”
in Montana. Trend will be the operator during the exploration stage and will
        earn 50% in the project by fulfilling work commitments to spend $2 million
        on
        qualified exploration expenditures over the ensuing 5 years. Additionally,
        Trend
        issued 50,000 shares of its common stock to Aurora on commencement of the
        agreement. Further, Trend issued 20,000 shares and paid $20,000 on the first
        anniversary of the agreement and must pay $20,000 in cash or stock each year
        thereafter until it has spent the agreed upon sum of $2 million, at which
        time a
        50-50 joint venture will be formed.
 
 The
        cumulative work commitment required by the agreement is $500,000 during the
        first two year period ending December 31, 2006. Thereafter, work commitments
        total $500,000 per year for three additional years. Through September 30,
        2006,
        the Company had spent approximately $368,000 on qualified exploration
        expenditures. It is anticipated that another $8,000 will be spent prior to
        December 31, 2006. The Company was unable to complete its work commitment
        for
        2006 due to forest fires which closed the National Forest, and thus the Company
        has notified Aurora Metals of a state of Force Majeure. The remaining current
        work commitment of $124,000 will be added to the 2007 commitment.
 
 Through
        September 30, 2006, the Company has cumulatively expensed $377,580 on this
        project.
 
 Lake
        Owen Claims, Wyoming
  In
        September 1999, the Company entered into an agreement with General Minerals
        Corporation (“GMC”) to acquire a platinum group metals and magnetite property
        located in Albany County, Wyoming. Pursuant to the agreement, the Company
        received 104 unpatented mining claims, the Lake Owen claims, in exchange
        for
        715,996 shares of common stock, $40,000 in cash 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.
 
 In
        June
        2000, the Company and GMC entered into an amendment to the agreement under
        which
        (i) the Company issued 416,961 shares of common stock to GMC upon GMC’s
        exercise of preemptive rights, (ii) the Company performed an additional
        $15,000 of geophysical work prior to December 31, 2000 (subsequently
        modified), (iii) the Company issued 200,000 additional shares and warrants
        exercisable until June 2002 to purchase 200,000 shares at $0.70 per share,
        and
        (iv) GMC agreed to terminate its antidilution and preemptive rights as
        provided in the original agreement. The 200,000 warrants expired.
 
 In
        March
        2002, the Company issued 1,100,000 shares, valued at $770,000 in full
        satisfaction of cash commitments relating to exploration activities. The
        issuance of these shares resulted in the full ownership of the Lake Owen
        claims
        by Trend Mining Company. The Company is obligated to pay a combined 4% Net
        Profits Interest royalty to predecessors-in-interest, General Minerals Company
        and/or Chevron Corporation.
  55
 **TREND
            MINING COMPANY**
 **(AN
            EXPLORATION STAGE COMPANY)**
 **NOTES
            TO THE FINANCIAL STATEMENTS**
 In
        1999-2000, the Company staked additional claims at Lake Owen and an adjoining
        area, Albany West, and now holds 601 unpatented mining claims at the Lake
        Owen
        area. Through September 30, 2006, the Company has cumulatively expensed
        $2,448,960 on this project.
 
 In
        August, 2005, the Company commenced exploration of this property with ground
        magnetic surveys. Effective June 1, 2006, the Company leased the 601 claims
        to
        RMP Resources Corp., a private company. The lease requires RMP to pay Trend
        advance royalties of $35,000 annually. The lease also requires RMP to incur
        exploration expenditures of $200,000 through June 1 2007, $350,000 during
        the
        following year, and $500,000 annually thereafter. Upon the cumulative
        expenditure of $5 million, RMP will acquire the property and will owe a 3%
        net
        smelter returns royalty to Trend.
 
 Peter
        Lake, Saskatchewan, Canada
  The
        Company holds mining claims in the Peter Lake Domain of northern Saskatchewan.
        The Peter Lake Domain is recognized to host known occurrences of copper-nickel
        and platinum-palladium mineralization.
 
 In
        August
        2000, the Company staked five claims. In 2002, the Company allowed these
        claims
        to lapse and subsequently restaked them plus one additional claim. In October
        of
        2004 the Company expanded the Peter Lake Project by acquiring 3 claims near
        Ant
        Lake, Swan Lake, and Seahorse Lake. Five of the six 2002 claims lapsed, but
        in
        2005 the Company staked four new claims. In March of 2006, the Company allowed
        the remaining 2002 claim to lapse, such that now the Company holds seven
        claims
        for a total of 14,781 hectares (57 square miles).
 
 In
        August
        2004, the Company began exploration of this property. During the summer of
        2005,
        the Company executed a broad reconnaissance program to search for extractable
        concentrations of minerals. Through September 30, 2006, the Company has
        cumulatively expensed $195,853 on this project.
 
 The
        Company continues to hold the property and would be required to spend
        approximately CDN$177,000 in 2007 to retain these claims. The Company is
        seeking
        a joint venture partner due to the high expense of operating in the high
        Canadian latitudes.
 
 Pyramid
        Claims, Nevada
  The
        Company retains a 1.5% net smelter returns royalty interest in the Pyramid
        project, which consists of five unpatented lode mining claims within the
        Walker
        Indian Reservation near Fallon, Nevada. Through September 30, 2006, the Company
        has cumulatively expensed $65,000 to acquire this royalty. There is currently
        no
        activity being conducted at this project.
 
 Rae-Wallace
        Claims
  The
        Company retains a 2.5% net smelter returns royalty on four patented mining
        claims located north of Anchorage, Alaska, that are owned by the Rae-Wallace
        Company, a former subsidiary. Through September 30, 2006, the Company has
        cumulatively expensed $55,000 to acquire this royalty. Trend does not anticipate
        any activity being conducted on these claims in the foreseeable
        future.
 
 **NOTE
        4 - CONVERTIBLE DEBT**
 
 The
        Company’s convertible debt at September 30, 2006 and 2005 consists of the
        following:
 
 2006
              
              20052001/2002
                  Convertible Debt:
                Notes
                  payable, interest at 8% payable monthly,
                due
                  August 17, 2008
              
              $
              940,638
              
              $
              940,6382005
                  Convertible Debt:
                Notes
                  payable at prime plus 3% (11.25% at September 30,
                2006)
                  but not less than 10%, due January 28, 2008,
                principal
                  and interest payable monthly
              
              
              885,490
              
              
              1,628,1252006
                  Convertible Debt:
                Notes
                  payable, interest at 10%, due June 13, 2009,
                principal
                  and interest payable monthly beginning
                October
                  2006
              
              
              1,025,000
              
              
              —Subtotal
              
              
              2,851,128
              
              
              2,568,763Unamortized
                  discounts
              
              
              (1,138,662
              )
              
              (1,032,738
              )Total
              
              
              1,712,466
              
              
              1,536,025Less
                  current maturities
              
              
              (215,259
              )
              
              (1,245,042
              )Convertible
                  debt, net of current portion
              
              $
              1,497,207
              
              $
              290,983
  56
 **TREND
            MINING COMPANY**
 **(AN
            EXPLORATION STAGE COMPANY)**
 **NOTES
            TO THE FINANCIAL STATEMENTS**
 Aggregate
              principal maturities of the convertible debt as of September 30, 2006
              are as
              follows:
 Year
                  Ending September 30:2007
              
              $
              965,6982008
              
              
              1,629,1802009
              
              
              256,250$
              2,851,128
 Additional
        information regarding the Company’s convertible debt is as follows:
 
 2001/2002
        Convertible Debt
  During
        the years ended September 30, 2001 and 2002, the Company completed private
        placements of convertible promissory notes in the amount of $1,032,857. The
        Company also issued warrants with the promissory notes. Subsequently, certain
        terms of both the notes and the warrants were modified. The warrants, as
        modified, allow for the purchase of up to 7,063,174 shares of the Company’s
        common stock. See Note 5 for additional information regarding
        warrants.
 
 The
        promissory notes, as modified, are convertible into Units at a rate of one
        Unit
        for each $0.21 of principal outstanding. Each Unit consists of one share
        and one
        warrant with the warrant being exercisable for a period of five years from
        the
        date of conversion at a price of $0.25 per share. In addition subsequent
        to year
        end, accrued interest payable of $363,593 was converted into 3,635,930 common
        shares.
 
 2004  Convertible
        Debt
  On
        December 8, 2004, the Company sold three year convertible notes in the amount
        of
        $250,000. In addition, the note holders received warrants to purchase 750,000
        common shares. The value of the warrants and beneficial conversions rights
        at
        the issuance date was $170,983 which was recorded on the balance sheet as
        a debt
        discount and additional paid-in capital. The Company paid financing fees
        of
        approximately $53,000 in connection with the notes. In March 2005, the notes
        and
        warrants were retired by the issuance of the 2005 Convertible Debt and the
        related debt discount amount was incorporated into that offering.
 
 2005
        Convertible Debt
  During
        the year ended September 30, 2005, the Company completed private placements
        of
        convertible promissory notes in the amount of $1,800,000. Required monthly
        payments of principal and interest may be made in cash or in shares of the
        Company’s common stock. On December 6, 2005, the conversion rate of the debt was
        changed by operation of a clause in the note agreements that automatically
        reduced the conversion rate upon the sale by the Company of common stock
        at a
        price lower than the existing conversion rate of the notes. Therefore, at
        any
        time prior to maturity, the promissory notes are convertible into shares
        of the
        Company’s common stock at a rate of one share for each $0.10 of principal and
        interest outstanding. Additionally, the Company issued two series of warrants
        (Class A and Class B) with the promissory notes. The Class A warrants allow
        for
        the purchase of up to 2,400,000 shares of the Company’s common stock and Class B
        warrants allowed for the purchase of up to 3,000,000 shares of common
        stock.
  57
 **TREND
            MINING COMPANY**
 **(AN
            EXPLORATION STAGE COMPANY)**
 **NOTES
            TO THE FINANCIAL STATEMENTS**
 In
        relation to the convertible debt, the Company paid finders fees in the form
        of
        approximately $214,000 in cash and the issuance of Class A and Class B warrants.
        The Class A warrants allow for the purchase of up to 825,001 shares of the
        Company’s common stock and Class B warrants allowed for the purchase of up to
        825,001 shares of common stock.
 
 At
        issuance, the value of all the warrants and the beneficial conversions rights
        was $1,089,596 which was recorded on the balance sheet as a debt discount
        and
        additional paid-in capital. The warrants, beneficial conversion rights and
        finders fees are being amortized over the 3 year term of the convertible
        debt
        and the amortized amounts are included in financing expense in the financial
        statements.
 
 During
        the year ended September 30, 2006, the exercise price of the Class A warrants
        was modified and all of the Class B warrants expired. See Note 5 for additional
        information regarding warrants.
 
 2006
        Convertible Debt
  During
        the year ended September 30, 2006, the Company completed private placements
        of
        convertible promissory notes in the amount of $1,025,000. Required monthly
        payments of principal and interest may be made in cash or in shares of the
        Company’s common stock. At any time prior to maturity, the promissory notes are
        convertible into shares of the Company’s common stock at a rate of one share for
        each $0.10 of principal and interest outstanding. Additionally, the Company
        issued two series of warrants (Class A and Class B) with the promissory notes.
        The Class A warrants allow for the purchase of up to 4,100,000 shares of
        the
        Company’s common stock and Class B warrants allow for the purchase of up to
        5,125,000 shares of common stock. See Note 5 for additional information
        regarding warrants.
 
 In
        relation to the convertible debt, three shareholders were paid commissions
        totaling $133,500. The commissions were paid in the form of $23,750 in cash,
        issuance of 375,000 common shares valued at $37,500, and a $72,000 reduction
        of
        the balance of a promissory note.
 
 At
        issuance, the value of all the warrants and the beneficial conversions rights
        was $891,750 which was recorded on the balance sheet as a debt discount and
        additional paid-in capital. The warrants, beneficial conversion rights and
        commissions are being amortized over the 3 year term of the convertible debt
        and
        the amortized amounts are included in financing expense in the financial
        statements.
 
 Financing
        Expense
  On
        the
        accompanying statement of operations, financing expense consists of the
        following:
  Amortization
                  of the fair value of beneficial conversion rights,warrants
                  and financing fees associated with:2005
                  Convertible debt
              
              $
              730,3302006
                  Convertible debt
              
              
              203,744Fair
                  value of modifications of warrant terms
              
              
              659,021$
              1,593,095
  58
 **TREND
            MINING COMPANY**
 **(AN
            EXPLORATION STAGE COMPANY)**
 **NOTES
            TO THE FINANCIAL STATEMENTS**
 **NOTE
        5 - CAPITAL STOCK AND WARRANTS**
  Preferred
        Stock
  The
        Company has 20,000,000 authorized and unissued shares of preferred stock
        with a
        par value of $0.01 per share, with rights and preferences to be determined
        by
        the Company’s board of directors.
 
 Common
        Stock
  The
        Company has authorized the issuance of 100,000,000 shares of common stock
        with a
        par value of $0.01 per share. Each holder of common stock is entitled to
        one
        vote for each share of common stock held on all matters as to which holders
        of
        common stock are entitled to vote.
 
 Warrants
  The
        Company has issued warrants that enable the holder to purchase a stated number
        of shares of common stock at a certain price within a certain time period.
        Warrants have been issued in connection with a 1999 stock purchase agreement
        and
        in connection with the convertible debt discussed in Note 4.
 
 Following
        is a summary of warrant activity for the years ended September 30, 2006 and
        2005:
  Number
                  of WarrantsOutstanding
                  at October 1, 2004
              
              
              8,868,174Issued
              
              
              7,800,002Exercised
              
              
              —Retired
              
              
              (750,000
              )Expired
              
              
              (130,000
              )Outstanding
                  at September 30, 2005
              
              
              15,788,176Issued
              
              
              9,225,000Exercised
              
              
              —Expired
              
              
              (5,500,001
              )Outstanding
                  at September 30, 2006
              
              
              19,513,175
 
 The
        Company utilizes the Black Scholes fair value model to estimate the value
        all
        warrants on the date of issuance. The Black-Scholes calculations for warrants
        issued during the years ended September 30, 2006 and 2005 used the following
        assumptions to estimate fair value: the risk-free interest rate of approximately
        4.0%; volatility of 52%; and a life of 5 years for Class A warrants and 4
        months
        for Class B warrants. The Company also assumed that no dividends would be
        paid
        on common stock.
 
 On
        December 6, 2005, the strike price of 3,225,001 warrants was reduced from
        $0.50
        to $0.10 by operation of a clause in the warrant agreements that automatically
        reduced the strike price upon the sale by the Company of common stock at
        a price
        lower than the existing strike price of the warrants. On August 17, 2006,
        the
        Company agreed to modify the terms of 7,063,174 warrants to extend the
        expiration date and to reduce the strike price to $0.25 from the previously
        existing strike prices of $1.00 and $0.40. The value of these modifications
        of
        the terms of the warrants, as determined using the Black Scholes fair value
        model, was $659,021 which was recorded as financing expense and additional
        paid-in capital.
 
 Following
        is a summary of warrants outstanding at September 30, 2006 that reflects
        all
        modifications:
 
 Number
                  of Warrants
              
              Strike
                  Price
              
              Expiration
                  Date2,383,333
              
              $
              0.10
              
              
              1/27/2010200,000
              
              $
              0.10
              
              
              3/22/2010641,668
              
              $
              0.10
              
              
              7/28/20104,100,000
              
              $
              0.17
              
              
              6/13/20116,464,761
              
              $
              0.25
              
              
              9/30/2011150,000
              
              $
              0.25
              
              
              1/31/2012113,413
              
              $
              0.25
              
              
              6/27/2012335,000
              
              $
              0.25
              
              
              9/30/20125,125,000
              
              $
              0.25
              
              
              *19,513,175
 
 *
        expire
        120 days after the effective date of a registration statement registering
        the
        shares issuable upon exercise of the warrants. The Company anticipates that
        a
        registration statement will be filed during the first quarter of calendar
        year
        2007.
 
 59
 **TREND
            MINING COMPANY**
 **(AN
            EXPLORATION STAGE COMPANY)**
 **NOTES
            TO THE FINANCIAL STATEMENTS**
 **NOTE
        6 - EQUITY INCENTIVE PLAN**
 
 On
        February 23, 2001, the Company’s shareholders approved the adoption of the 2000
        Equity Incentive Plan and the reservation of 5,000,000 shares of common stock
        for distribution under the plan. On April 19, 2006, the plan was amended
        to
        increase the number of reserved shares to 8,000,000. These shares and options
        to
        acquire those shares may be granted to the Company’s employees, directors and
        consultants. The plan will terminate on January 4, 2011. The exercise price
        of
        options granted under this plan may not be less than the fair market price
        on
        the date of grant and in some cases not less than 110% of the fair market
        price.
        The terms, vesting schedule, transfer restrictions and expiration dates are
        to
        be determined by the Company’s board of directors. Under the plan, through
        September 30, 2006, 1,800,000 shares have been granted as directors fees.
        In
        addition, various options have been granted to officers, directors and
        consultants.
 
 Following
        is a summary of stock option activity under the 2000 Equity Incentive Plan
        for
        the years ended September 30, 2006 and 2005:
  Number
                  of Shares
              
              Weighted
                  Average
                Exercise
                  PriceOutstanding
                  at October 1, 2004
              
              
              1,200,000
              
              $
              0.44Granted
              
              
              1,000,000
              
              
              0.30Exercised
              
              
              —
              
              
              —Expired
              
              
              —
              
              
              —Outstanding
                  at September 30, 2005
              
              
              2,200,000
              
              $
              0.37Granted
              
              
              125,000
              
              
              0.26Exercised
              
              
              —
              
              
              —Expired
              
              
              (200,000
              )
              
              0.80Outstanding
                  at September 30, 2006
              
              
              2,125,000
              
              $
              0.33Exercisable
                  at September 30, 2006
              
              
              1,975,000
              
              $
              0.33
 
 The
        weighted average grant date fair value of options granted during the years
        ended
        September 30, 2006 and 2005, was $0.13 and $0.12, respectively.
 
 60
 **TREND
            MINING COMPANY**
 **(AN
            EXPLORATION STAGE COMPANY)**
 **NOTES
            TO THE FINANCIAL STATEMENTS**
 For
        options outstanding and options exercisable, the weighted average remaining
        contractual life as of September 30, 2006, was 2.24 years and 2.12 years,
        respectively.
 
 Total
        compensation expense recognized for stock options during the years ended
        September 30, 2006 and 2005, was $76,148 and $143,840, respectively. At
        September 30, 2006, there was $23,380 of total unrecognized compensation
        expense
        related to stock options that will be recognized during the year ending
        September 30, 2007.
 
 The
        Company utilizes the Black Scholes fair value model to estimate the value
        all
        options on the date of grant. The Black-Scholes calculations for options
        granted
        during the years ended September 30, 2006 and 2005 used the following
        assumptions to estimate fair value: the risk-free interest rate approximately
        of
        5.0%; volatility of 52% - 91%; and a life of 3 years. The Company also assumed
        that no dividends would be paid on common stock.
 
 **NOTE
        7 - INCOME TAXES**
 
 The
        tax
        effects of significant temporary differences and carryforwards which give
        rise
        to the Company’s deferred tax assets and liabilities at September 30, 2006 and
        2005, are as follows:
  2006
              
              2005Deferred
                  Tax Assets:Net
                  operating loss carryforward
              
              $
              2,678,000
              
              $
              2,304,000Other
              
              
              100,000
              
              
              67,0002,778,000
              
              
              2,371,000Deferred
                  Tax Liabilities
              
              
              —
              
              
              (24,0000
              )Valuation
                  Allowance:Beginning
                  of year
              
              
              (2,347,000
              )
              
              (1,681,000
              )(Increase)
                  decrease
              
              
              (431,000
              )
              
              (666,000
              )End
                  of year
              
              
              (2,778,000
              )
              
              (2,347,000
              )Net
                  Deferred Tax Assets
              
              $
              —
              
              $
              —
 
 At
        September 30, 2006, the Company has federal net operating loss carryforwards
        of
        approximately $7,880,000 which, if not utilized, will expire in the years
        2010
        through 2026. The Company’s ability to generate future taxable income to realize
        the benefits of its tax assets cannot be determined. Accordingly, a valuation
        allowance equal to the net deferred tax asset has been established at September
        30, 2006 and 2005.
 
 The
        components of income tax expense for the years ended September 30, 2006 and
        2005, are as follows:
 
 2006
              
              2005Current
                  tax benefit (expense)
              
              $
              —
              
              $
              —Deferred
                  tax benefit (expense)
              
              
              431,000
              
              
              666,000Increase
                  in deferred tax assets valuation allowance
              
              
              (431,000
              )
              
              (666,000
              )Income
                  tax expense
              
              $
              —
              
              $
              —
 
 During
        2006 and 2005, the Company had deferred tax benefits that resulted primarily
        from net operating losses for which there were no currently refundable federal
        taxes.
  61
 **TREND
            MINING COMPANY**
 **(AN
            EXPLORATION STAGE COMPANY)**
 **NOTES
            TO THE FINANCIAL STATEMENTS**
 The
        provision for income taxes does not bear a normal relationship to pre-tax
        earnings. A reconciliation of the U.S. federal income tax rate with the actual
        effective rate for the years ended September 30, 2006 and 2005, is as
        follows:
  2006
              
              2005Income
                  tax expense at statutory rate
              
              
              34
              %
              
              34
              %Stock
                  options and warrants
              
              
              (19
              )
              
              (10
              )Change
                  in valuation allowance
              
              
              (16
              )
              
              (31
              )Other
              
              
              1
              
              
              70
              %
              
              0
              %
 
 **NOTE
        8 - RELATED PARTY TRANSACTIONS**
 
 Notes
        Payable, Related Parties
  During
        the year ended September 30, 2005, the Company borrowed $660,000 in total
        from
        Mr. Loucks, an officer and director, Dr. Ishiung Wu, a director, and IW
        Exploration, a company owned by Dr. Wu. The Company also issued to Mr. Loucks
        and Dr. Wu 60,000 and 6,000 shares of common stock, respectively, as a financing
        fee for their loans. The loans plus interest accrued at 8% were repaid during
        the year ended September 30, 2006.
 
 Other
        Related Party Transactions
  On
        behalf
        of the Company, in March 2005, an officer personally paid $15,000 owed to
        an
        outside consultant. The Company has recorded that amount in “accounts payable,
        related parties”, in the financial statements.
 
 Included
        on the September 30, 2005 balance sheet is $73,000 of accrued wages owed
        to the
        former chief geologist for the Company. In October 2005, the Company paid
        a
        settlement of $25,000 with the remaining $48,000 of the debt
        forgiven.
 
 **NOTE
        9 - COMMITMENTS AND CONTINGENCIES**
 
 Office
        Lease Agreement
  In
        August
        2004, the Company relocated to Colorado, and entered into a lease agreement
        for
        office facilities in Littleton. Total rent expense for the years ended September
        30, 2006 and 2005, was $30,134 and $17,830, respectively. The lease expires
        June
        30, 2007 and may be renewed for one year thereafter. Future minimum rental
        payments are $18,000 for the year ending September 30, 2007.
 
 Mineral
        Properties
  Four
        of
        the Company’s mining claims at Peter Lake in Saskatchewan, Canada, are scheduled
        to lapse in August 2007, and the remaining three claims in January 2008.
        In
        order to retain the claims, the Company must fulfill exploration commitments
        prior to the lapse dates of CDN$119,000 and CDN$58,000 for the four claims
        and
        three claims, respectively.
 
 To
        maintain its interest in the Stillwater property, the Company must fulfill
        exploration commitments of approximately $624,000 by December 31, 2007 and
        $500,000 in each of the following two years.
 
 All
        commitments to maintain the Company’s Cree Lake claims are being fulfilled by
        the Company’s joint venture partner. All commitments to maintain the Company’s
        the Lake Owen claims are being fulfilled by the lessee of the
        claims.
 
 The
        Company’s interest in the Andacollo mine, Pyramid claims, and Rae-Wallace claims
        are all perpetual royalties requiring no future commitments.
 
 62
 **TREND
            MINING COMPANY**
 **(AN
            EXPLORATION STAGE COMPANY)**
 **NOTES
            TO THE FINANCIAL STATEMENTS**
 Employment
        Agreements
  On
        November 1, 2005, the Company entered into an employment agreement with Mr.
        Thomas Loucks, the president and chief executive officer, for a term of one
        year, which extends each year for a period of one year unless terminated
        by
        either party. Under the agreement the Company will pay Mr. Loucks $120,000
        annually.
 
 The
        Company has an employment agreement with Mr. John Ryan, the chief financial
        officer, secretary and treasurer, whereby Mr. Ryan receives a salary of $4,000
        per month. The agreement may be terminated by either party with 30 days notice.
        If the Company is unable to pay the salary in cash, then Mr. Ryan has the
        option
        to receive $4,000 worth of the Company’s common stock at the prevailing rate of
        which shares are or were most recently sold by the Company. For the years
        ended
        September 30, 2006 and 2005, Mr. Ryan took stock in lieu of cash of $18,000
        and
        $8,000, respectively. As of September 30, 2006 and 2005, $0 and $4,000 were
        owed
        to Mr. Ryan under this agreement.
 
 Legal
        Proceedings
  In
        May,
        2002, one of the Company’s vendors obtained a judgment to collect $18,574 due
        under a rental lease agreement for office space the Company chose to vacate.
        The
        judgment bears interest at 18% until paid in full. Included in the accounts
        payable balance as of September 30, 2006 is approximately $37,860 related
        to
        this judgment.
 
 On
        August
        24, 2005, a complaint was filed against the Company seeking $52,500 in legal
        fees which were allegedly incurred in connection with the Company’s recovery of
        alleged short-swing trading profits from an insider of the Company. The case
        was
        dismissed with prejudice in November 2005, pursuant to a compromise and
        settlement under which the Company paid the plaintiff $26,250 on November
        15,
        2005. The Company accrued the settlement and recorded “settlement expense” on
        the statement of operations for the year ended September 30, 2005.
 
 Environmental
        Costs
  The
        operations of the Company may be subject to and affected by environmental
        regulations, including those for future removal and site restoration costs.
        Both
        the likelihood of new regulations and their overall effect upon the Company
        may
        vary from region to region and are not predictable. The amount of future
        environmental compliance costs cannot be determined at this time.
 
 **NOTE
        10 - CONCENTRATIONS**
 
 All
        of
        the Company’s royalty revenue is from the same mineral property and operator.
 
 The
        Company has significantly relied on Mr. Thomas Kaplan and various associated
        entities of Mr. Kaplan, as well as Mr. Howard Schraub and various associated
        entities, for operating capital. At September 30, 2006, Mr. Kaplan and Mr.
        Schraub are beneficial owners of approximately 17% and 7%, respectively,
        of the
        Company’s outstanding common stock; and they are beneficially owed $1,125,680
        and $574,328, respectively, of convertible debt and accrued
        interest.
 
 Substantially
        all of the holders of the Company’s convertible debt are stockholders of the
        Company.
 
 **NOTE
        11 - SUBSEQUENT EVENTS**
 
 On
        December 22, 2006, the Company’s stockholders amended the Company’s Certificate
        of Incorporation to increase the number of authorized shares of Company common
        stock to 250,000,000.
 
 On
        December 16, 2006, the Company entered into an agreement with CPM Group to
        settle a claim for a finders’ fee relating to the Andacollo gold mine in Chile.
        The parties agreed that Trend will pay to CPM Group 10% of all it has or
        will
        receive in after tax royalty payments from the mine. The Managing Director
        of
        CPM Group is Jeffrey Christian, a Director of Trend.
 **NOTE
          12 - CORRECTION OF AN ERROR**
 
 The
          accompanying financial statements for September 30, 2005 were previously
          restated in an amended Annual Report on Form 10-KSB/A filed February 1,
          2006. The restatement corrected various errors. It was discovered that
          a
          computer acquired in 2005 was incorrectly expensed. Additionally the Company
          discovered that interest on rental lease judgment had not been properly
          accrued
          in 2005 and that additional payables to several vendors at September 30,
          2005
          had not been recorded and that there had been a typographical error in
          the
          reporting of interest and financing expenses on the income statement. The
          Company also discovered that common stock transactions for the payment
          on the
          convertible debt and financing fees for related party payables had not
          been
          recorded. The Company also discovered that there was an error in the accounting
          for the gain on the sale of its mining property interest in Chile. The
          effects
          of the restatement were to increase property and equipment by $868, increase
          accounts payable by $133,196 increase accounts receivable by $1,000,000,
          increase financing expenses $384,308, decrease interest $374,907 and decrease
          operating expenses $860,923 and decrease net loss and accumulated deficit
          at
          September 30, 2005 by $851,511 ($0.02 per share).
 
 The
          following is the summary of the effects of the above corrections:
 
 **As
                    Originally Filed**
                
                **As
                    Corrected**
                
                **Change**Financial
                    PositionReceivable
                    from sale of mining interest**
                
                $
                122,975
                
                $
                1,122,975
                
                $
                1,000,000Property
                    and equipment, net of depreciation
                
                $
                12,159
                
                $
                13,027
                
                $
                868Accounts
                    payable
                
                $
                386,435
                
                $
                519,631
                
                $
                133,196Interest
                    payable convertible debt
                
                $
                14,281
                
                $
                12,747
                
                $
                (1,534
                )Long
                    term portion of convertible debt
                
                $
                295,671
                
                $
                290,983
                
                $
                (4,688
                )Common
                    stock
                
                $
                372,759
                
                $
                373,733
                
                $
                974Additional
                    paid-in capital
                
                $
                8,004,292
                
                $
                8,025,700
                
                $
                21,408Net
                    Income (Loss)
                
                $
                (3,032,362
                )
                $
                (2,180,851
                )
                $
                851,511Accumulated
                    Deficit
                
                $
                (12,748,610
                )
                $
                (11,897,099
                )
                $
                851,511Results
                    of OperationsExploration
                    expense
                
                $
                1,134,006
                
                $
                215,246
                
                $
                (918,760
                )General
                    and administrative
                
                $
                584,095
                
                $
                588,809
                
                $
                4,714Legal
                    and professional
                
                $
                219,397
                
                $
                272,520
                
                $
                53,123Gain
                    on sale of mining interest
                
                $
                69,816
                
                $
                69,805
                
                $
                (11
                )Financing
                    expense
                
                $
                202,247
                
                $
                586,555
                
                $
                384,308Interest
                    expense
                
                $
                570,395
                
                $
                195,488
                
                $
                (374,907
                )Earnings
                    (loss) per share
                
                $
                (0.08
                )
                $
                (0.06
                )
                $
                0.02
 
 **
          This
          balance was included in accounts receivable as originally filed. Subsequently,
          the Company determined that since this balance is in excess of 5% of total
          assets, the receivable should be separately stated from all other receivables.
          There was no change in the balance of the other accounts receivable due
          to the
          correction of errors.
  63
 
 **ITEM
        8.**  **CHANGES
        IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.**
 
 There
        have been no disagreements with accountants on accounting and financial
        disclosures from the inception through the date of this Annual Report.
 
 We
        believe it is more effective to have the accounting firms which handle our
        tax
        matters, financial reviews, and annual audit based nearby. Consequently,
        as part
        of our move from Coeur d’Alene, Idaho, to Denver, Colorado, Trend, with the
        approval of its audit committee, switched from Williams & Webster, based in
        Spokane, Washington, to Richey, May & Company (audit) and M. Rodenburg, CPA
        (tax), both based in Denver, Colorado, during fiscal 2006.
 
 **ITEM
        8A.**  **CONTROLS
        AND PROCEDURES.**
 
 We
        conducted an evaluation, under the supervision and with the participation
        of our
        Chief Executive Officer and Chief Financial Officer, of the effectiveness
        of the
        design and operation of our disclosure controls and procedures, as defined
        in
        rules promulgated under the Securities Exchange Act of 1934, as amended,
        for the
        period ended September 30, 2006. Based upon the evaluation, the Chief Executive
        Officer and the Chief Financial Officer have concluded that these disclosure
        controls and procedures are effective.
 
 There
        have been no changes in our internal controls over financial reporting during
        the quarter ended September 30, 2006 that have materially affected or are
        reasonably likely to materially affect our internal controls over financial
        reporting.
 
 64
  **PART
        III**
 
 **ITEM
        9.**  **DIRECTORS,
        EXECUTIVE OFFICERS** **,
        PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION
        16(A) OF THE EXCHANGE ACT**
  All
        directors are elected for a one year term or until their replacement is elected
        or named.
 
 Director
              
              Principal
                  Occupations and Business Experience
                During
                  the Past Five YearsJeffrey
                  M. Christian
                Age
                  50
              
              Mr.
                  Christian was elected to the board of directors in August 2000.
                  Mr.
                  Christian is the managing director of CPM Group, which he and several
                  associates created in June 1986, in a leveraged buyout of the Goldman
                  Sachs Commodities Research Group made up of the creators of CPM
                  Group. As
                  managing director, Mr. Christian is responsible for the total operation
                  of
                  CPM Group, supervising a respected group of analysts, investment
                  bankers
                  and dealers dedicated to precious metals and commodities market
                  research,
                  consulting, and investment banking. He is actively engaged in the
                  products
                  research group of CPM Group, taking primary responsibility for
                  the
                  long-term (10 year) projections for the precious metals and copper
                  markets. Mr. Christian has a Bachelors of Journalism from the University
                  of Missouri and has engaged in post-graduate non-degree studies
                  in
                  econometrics, international economics and finance, and international
                  political science. Mr. Christian is a director of Cadence Resources
                  Corporation, a publicly traded oil, gas and mineral exploration
                  company,
                  and chief financial officer and director of North American Emerald
                  Mines,
                  Inc.Thomas
                  Loucks
                Age
                  57
              
              Mr.
                  Loucks became president and chief executive officer of the Company
                  in
                  June, 2004 and a member of the board in August 2004. He worked
                  as an
                  independent consultant to junior mining and other resource companies
                  from
                  July 2000 until joining the Company. From 1991 until June, 2000
                  he was the
                  executive vice president and treasurer at Royal Gold, Inc. From
                  August
                  1988 until 1991, Mr. Loucks was Vice President of Corporate
                  Development of Royal Gold. From August 1985 until August 1988,
                  Mr. Loucks
                  was a business development analyst with Newmont Mining Company.
                  Mr. Loucks
                  is a director of Platinum Diversified Mining, Inc., and a member
                  of the
                  Society of Economic Geologists, Inc. and the Society of Economic
                  Geologists Foundation, Inc. He holds a B.A. and an M.A. in geology
                  from
                  Dartmouth College and an M.B.A. from Stanford
                  University.John
                  P. Ryan
                Age
                  44
              
              Mr.
                  Ryan has served as our chief financial officer, secretary, treasurer
                  and
                  as a director since August 2000. Mr. Ryan is a degreed mining engineer.
                  Mr. Ryan served as the vice president of corporate development
                  for Cadence
                  Resources Corporation from September 1996 to October 2005, and
                  is
                  currently serving as the secretary of Cadence. Cadence is a publicly
                  traded oil exploration and production company. Since February 2004,
                  he has
                  served as an officer and director of White Mountain Titanium Corporation,
                  a publicly traded mining exploration company. Other companies with
                  which
                  Mr. Ryan holds an officer and/or director position include Platinum
                  Diversified Mining, Inc., Bio-Quant, Inc., Nevada-Comstock Mining
                  Company,
                  Great Wall Gold Corporation, High Plains Uranium, Inc., Sundance
                  Diamonds
                  Corporation and Dotson Exploration Company. Many of these companies
                  have
                  only minimal activity and require only a small amount of Mr. Ryan’s time.
                  Mr. Ryan is a former U.S. Naval Officer and obtained a B.S. in
                  Mining
                  Engineering from the University of Idaho and a Juris Doctor from
                  Boston
                  College Law School.
  65
  Ishiung
                  J. Wu
                Age
                  60
              
              In
                  May 2004, Dr. Wu became Chairman of the Board of Trend Mining Company,
                  where he has been a director since August 2000. Dr. Wu has been
                  a director
                  of High Plains Uranium since February 2005. Dr. Wu has also been
                  the
                  President and a director of Great Wall Gold Corporation, an exploration
                  company focused on China, since 2004 and IW Exploration Co., a
                  company
                  engaged in mineral exploration, since 1991. From June 1994 to January
                  2002, Dr. Wu was a director and Vice President of Acquisitions
                  for General
                  Minerals Corporation., a natural resources public company. From
                  January
                  2000 to January 2002, he was also Chairman of Xinjiang Towerbeck
                  Mineral
                  JV Inc., a Chinese-Canadian joint venture for mining activities
                  and gold
                  exploration. Dr. Wu holds an M.A. and Ph.D. from Harvard University,
                  where
                  he was a Teaching Fellow in Geology from 1971 to 1973. He is also
                  a Fellow
                  of the Society of Economic Geologists.
  **Section
        16(a) Beneficial Ownership Reporting Compliance**
  Section
        16(a) of the Securities Exchange Act of 1934 requires certain defined persons
        to
        file reports of and changes in beneficial ownership of a registered security
        with the Securities and Exchange Commission and the National Association
        of
        Securities Dealers in accordance with the rules and regulations promulgated
        by
        the Commission to implement the provisions of Section 16. Under the regulatory
        procedure, officers, directors, and persons who own more than ten percent
        of a
        registered class of a company’s equity securities are also required to furnish
        Trend with copies of all Section 16(a) forms they file.
  To our
        knowledge, based solely on a review of the copies of Forms 3 and 4 furnished
        to
        Trend during the 2006 fiscal year and Forms 5 furnished to Trend with respect
        to
        fiscal 2006, our officers, directors and greater than 10% beneficial owners
        complied with all Section 16(a) filing requirements except as follows: Mr.
        Loucks failed to timely file four Form 4s, on October 20, 2005 reporting
        3
        transactions, on December 5, 2005 reporting 1 transaction, and on January
        11,
        2006 reporting 2 transactions; Dr. Wu failed to timely file a Form 4 on December
        8, 2005 reporting 1 transaction; Mr. Bobby Cooper, a former director, failed
        to
        timely file a Form 4 on December 13, 2005 reporting 2 transactions; Mr. Michael
        Sharratt, a former director, failed to timely file a Form 4 on December 6,
        2005
        reporting 1 transaction; Mr. Christian failed to timely file two Form 4s
        on
        November 18, 2005 reporting 2 transactions and on December 9, 2005 reporting
        1
        transaction; and Mr. Ryan failed to timely file one Form 4 on January 13,
        2006 reporting 2 transactions.
  **Code
        of Ethics**
  We
        adopted a Code of Ethics that applies to our principal executive officer
        and
        principal financial officer. Our Code of Ethics has been filed with the
        Securities and Exchange Commission.
  **Audit
        Committee**
  We
        established an Audit Committee in accordance with Section 3(a)(58)(A) of
        the
        Securities Exchange Act of 1934, as amended. The members of the Audit Committee
        are Jeffrey Christian, Ishiung Wu and John Ryan. The Audit Committee’s financial
        expert is Jeffrey Christian who is an independent director.
  66
  **Indemnification**
  Our
        bylaws provide that our directors and officers will be indemnified to the
        fullest extent permitted by the Delaware Corporation Code. However, such
        indemnification does not apply to acts of intentional misconduct, a knowing
        violation of law or any transaction where an officer or director personally
        received a benefit in money, property, or services to which the director
        was not
        legally entitled.
  Insofar
        as indemnification for liabilities arising under the Securities Act of 1933
        or
        the Securities Act of 1934, may be permitted to directors, officers and
        controlling persons of the small business issuer pursuant to the foregoing
        provisions, or otherwise, we have been advised that in the opinion of the
        Securities and Exchange Commission such indemnification is against public
        policy
        as expressed in the Securities Act and is, therefore,
        unenforceable.
  **ITEM
        10.**  **EXECUTIVE
        COMPENSATION**
  **Executive
        Compensation**
  The
        following table shows the total compensation that we paid to our president
        and
        chief executive officer for the 2006 fiscal year and the previous fiscal
        year.
        No other officer received more than $100,000 in total compensation during
        the
        2006 fiscal year. Therefore, for purposes of this disclosure, Mr. Loucks
        is our
        only “named executive officer.”
  **Summary
        Compensation Table**
 **Annual**
                  
                  **Long
                      Term Compensation****Awards**
                  
                  **Payouts****Name**
                    **and**
                    **Principal**
                    **Position**
                    **(a)**
                  
                  **Year**
                    **(b)**
                  
                  **Annual**
                    **Salary**
                    **($)**
                    **(c)**
                  
                  **Bonus**
                    **($)**
                    **(d)**
                  
                  **Other
                      annual compensation**
                    **($)**
                    **(e)**
                  
                  **Restricted**
                    **Stock
                      Awards**
                    **($)**
                    **(f)**
                  
                  **Securities**
                    **Underlying**
                    **Options
                      /SARs**
                    **(#)**
                    **(g)**
                  
                  **LTIP**
                    **Payouts**
                    **($)**
                    **(h)**
                  
                  **All
                      Other**
                    **Compensation**
                    **($)**
                    **(i)**Thomas
                      Loucks,
                  
                  
                  2006
                  
                  $
                  127,500
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —President,
                  
                  
                  2005
                  
                  $
                  92,000
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  750,000
                  
                  
                  —
                  
                  $
                  23,000CEO(1)
                  
                  
                  2004
                  
                  $
                  26,000
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  500,000
                  
                  
                  —
                  
                  
                  —
  (1)
              Mr.
                  Loucks became President and Chief Executive Officer of Trend in
                  June
                  2004.
  67
  **Aggregated
        Option Exercises in Last Fiscal Year and**
 **Fiscal
        Year-End Option/SAR Values**
  The
        following table contains information concerning the number of shares acquired
        and value realized from the exercise of options by the named executive officer
        during fiscal 2006 and the number of unexercised options held by the named
        executive officer at September 30, 2006.
 **Name**
                
                **Shares**
                  **Acquired**
                  **on**
                  **Exercise**
                
                **Value**
                  **Realized**
                  **$**
                
                **Number
                    of Shares of**
                  **Common
                    Stock Underlying Unexercised Options**
                  **at
                    Year End**
                  **(September
                    30, 2006)**
                
                **Value
                    of Unexercised In-The-Money Options at Year End**
                  **(September
                    30 2006)(1) ($)****(a)**
                
                **(b)**
                
                **(c)**
                
                **Exercisable**
                
                **Unexercisable**
                
                **Exercisable**
                
                **Unexercisable**Thomas
                    Loucks
                  (CEO)
                
                
                —
                
                
                —
                
                
                1,100,000
                
                
                150,000
                
                
                —
                
                
                —
  (1)
              Options
                  are “in-the-money” if the market price of a share of common stock exceeds
                  the exercise price of the option.
  **Director
        Compensation**
  For
        fiscal year 2005, we granted to each of our directors 100,000 shares of our
        Common Stock, 600,000 shares in the aggregate for 2005, pursuant to the 2000
        Equity Incentive Plan for compensation for their service on the board. The
        Board
        did not make a similar grant for fiscal 2006.
  In
        the
        future, Trend may award directors for assuming additional responsibilities
        such
        as serving on a standing committee. In the future, the Board intends to award
        compensation to its members by examining comparable compensation at other
        companies in the same industry and at the same stage of development as Trend,
        and choosing a level of compensation which is at or near the median level
        of
        compensation paid by other companies, taking into account a desire to award
        compensation which creates incentive for retention and performance of the
        members.
  68
  **ITEM
        11.**  **SECURITY
        OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**
  The
        following table sets forth, as of December 29, 2006, certain information
        regarding the ownership of our voting securities by each stockholder known
        to
        our management to be (i) the beneficial owner of more than 5% of our
        outstanding common stock, (ii) our directors, (iii) our named executive
        officer current executive officers, and (iv) all executive officers and
        directors as a group. We believe that, except as otherwise indicated, the
        beneficial owners of the common stock listed below, based on information
        furnished by such owners, have sole investment and voting power with respect
        to
        such shares. Percentage of ownership is based on 54,831,011 shares of Common
        Stock issued and outstanding at December 29, 2006, plus, as to the holder
        thereof only and no other person, the number of shares of Common Stock subject
        to options, warrants and convertible debentures exercisable or convertible
        within 60 days of December 29, 2006 by that person.
 
 **Name
                  and Address of**
                **Beneficial
                  Owner (1)**
              
              **Amount
                  and Nature of**
                **Beneficial
                  Ownership**
              
              **Percent
                  of**
                **Outstanding
                  Shares**
                **of
                  Common Stock**Thomas
                  Loucks (2)
              
              
              1,460,000
              
              
              2.6
              %Jeffrey
                  M. Christian (3)
              
              
              425,630
              
              
              *John
                  P. Ryan (4)
              
              
              1,601,518
              
              
              2.9
              %Ishiung
                  J. Wu (5)
              
              
              821,000
              
              
              1.5
              %All
                  executive officers and directors as a group (4 persons)
                  (6)
              
              
              4,308,148
              
              
              7.6
              %5%
                  Stockholders:Thomas
                  Kaplan (7)
                154
                  West 18th Street
                New
                  York, New York
              
              
              23,006,532
              
              
              33.0
              %Howard
                  Schraub(8)
                c/o
                  G. Howard Associates
                525
                  East 72nd Street
                New
                  York, NY 10021
              
              
              12,899,351
              
              
              19.9
              %Longview
                  Entities (9)
                600
                  Montgomery Street
                44th
                  Floor
                San
                  Francisco, CA 94111
              
              
              5,874,007
              
              
              9.7
              %ALPHA
                  CAPITAL AKTIENGESELLSCHAFT (10)
                Pradafant
                  7
                9490
                  Furstentums
                Vaduz,
                  Lichtenstein
              
              
              6,111,463
              
              
              10.0
              %
 
 
 *
        Less
        than 1%.
 
 69
  1.
        The
        address of each person, unless otherwise noted, is c/o Trend Mining Company,
        5439 South Prince Street, Littleton Colorado 80120.
  2.
        Includes 1,100,000 shares of common stock issuable upon exercise of currently
        exercisable options.
  3.
        Mr.
        Christian directly owns 307,000 shares and has voting and dispositive control
        with respect to 118,630 shares owned by CPM Group of which he is the majority
        stockholder.
  4.
        These
        shares include 40,000 shares owned by Nancy Martin, Mr. Ryan’s spouse, 4,000
        shares owned by Andover Capital of which Mr. Ryan is a 50% shareholder and
        his
        spouse is a 50% shareholder, 20,000 shares owned by Dotson of which Mr. Ryan
        is
        a major owner and 250,000 shares issuable upon exercise of currently exercisable
        options.
  5.
        Includes 500,000 shares of common stock issuable upon exercise of currently
        exercisable options.
  6.
        These
        shares include 1,850,000 shares issuable pursuant to currently exercisable
        options, 40,000 shares owned by Nancy Martin, Mr. Ryan’s spouse, 4,000
        shares owned by Andover Capital of which Mr. Ryan is a 50% shareholder and
        his
        spouse is a 50% shareholder, 20,000 shares owned by Dotson of which Mr. Ryan
        is
        a major owner and 118,630 shares owned by CPM Group.
  7.
        This
        information is based solely on a Schedule 13D/A filed with the SEC on August
        29,
        2006. The amount reflects shares, shares issuable upon exercise of warrants
        and
        shares issuable upon exercise of options held by Mr. Kaplan, Tigris Financial
        Group, Ltd. (“Tigris”), Electrum LLC (“Electrum”), and LCM Holdings, LDC
        (“LCM”). Mr. Kaplan has sole voting and dispositive control with respect to
        1,000,000 shares owned by Tigris of which he is the sole stockholder. Pursuant
        to a voting trust agreement with Electrum, dated March 31, 2000 and amended
        on
        March 30, 2001, Mr. Kaplan also has sole voting and dispositive control with
        respect to 18,443,693 shares owned by Electrum consisting of (1) 5,765,742
        shares of common stock held outright; (2) 6,949,761 shares underlying
        common stock purchase warrants which are exercisable at an exercise price
        of
        $0.25 per share and (3) 2,864,095 shares of common stock and 2,864,095 shares
        underlying warrants which are exercisable at an exercise price of $0.25 per
        share, which shares and warrants are issuable to Electrum upon conversion
        of
        convertible debt held by Electrum. Pursuant to a voting trust agreement with
        LCM, dated August 27, 2003, Mr. Kaplan also has sole voting and dispositive
        control with respect to 3,562,839 shares held by LCM consisting of
        (1) 1,458,254 shares of common stock held outright; (2) 113,413 shares
        of common stock underlying common stock purchase warrants which are exercisable
        at an exercise price of $0.25 per share; and (3) 995,586 shares of common
        stock and an additional 995,586 shares of common stock underlying common
        stock
        purchase warrants which are exercisable at an exercise price of $0.25 per
        share,
        which shares and warrants are issuable to LCM upon conversion of convertible
        debt held by LCM. Pursuant to the Stock Purchase Agreement, Tigris and Electrum
        have the right to proportional representation (meaning representation
        proportional to the relative ownership interest in Trend) on our Board of
        Directors and the right to demand registration rights.
  8.
        Includes 5,143,135 shares issuable upon conversion of convertible debt held
        by
        Mr. Schraub. Also includes 2,375,000 shares of common stock underlying common
        stock purchase warrants, which are exercisable at an exercise price of $0.25
        per
        share, 1,900,000 shares of common stock underlying common stock purchase
        warrants, which are exercisable at an exercise price of $0.17 per share and
        600,000 shares of common stock underlying common stock purchase warrants,
        which
        are exercisable at an exercise price of $0.25 per share.
  70
  9.
        Includes 2,403,671 shares issuable upon conversion of convertible debt and
        533,333 shares of common stock underlying common stock purchase warrants,
        which
        are exercisable at an exercise price of $0.10 per share, held by Longview
        Fund
        LP. The controlling person of Longview Fund LP is Peter T. Benz, Chairman
        and
        Managing Member, Viking Asset Management, LLC, as General Partner. Includes
        1,502,294 shares issuable upon conversion of convertible debt and 333,333
        shares
        of common stock underlying common stock purchase warrants, which are exercisable
        at an exercise price of $0.10 per share, held by Longview Equity Fund LP.
        The
        controlling person of Longview Equity Fund LP is Wayne H. Coleson, CEO and
        CIO,
        Redwood Grove Capital Management, LLC as Investment Manager. Includes 901,376
        shares issuable upon conversion of convertible debt and 200,000 shares of
        common
        stock underlying common stock purchase warrants, which are exercisable at
        an
        exercise price of $0.10 per share, held by Longview International Equity
        Fund
        LP. The controlling person of Longview International Equity Fund LP is Wayne
        H.
        Coleson, CEO and CIO, Redwood Grove Capital Management, LLC as Investment
        Manager.
  10.
        The
        controlling persons of Alpha Capital are Messrs. Konrad Ackerman and Rainer
        Posch. Includes 3,528,130 shares issuable upon conversion of convertible
        debt
        and 2,583,333 shares of common stock underlying common stock purchase warrants,
        which are exercisable at an exercise price of $0.10 per share.
  71
  **ITEM
        12** .  **CERTAIN
        RELATIONSHIPS AND RELATED TRANSACTIONS**
  **Conflicts
        of Interest**
  Mr.
        Ryan
        is an officer and director of High Plains Uranium, Inc. which operates only
        in
        the United States while we explore for uranium only in Canada. Mr. Ryan is
        also
        an officer and/or director of other companies which are exploration stage
        mineral companies. However, we believe that none of these other companies
        are
        focused on exploration for palladium and platinum.
  Our
        officers, employees and outside directors are periodically reminded to comply
        with the policy discussed by the Board of Directors on February 23, 2001
        providing that the officers and employees of Trend disclose all metal related
        activities and that outside directors disclose to the Board those activities
        which relate to other platinum group metal related opportunities.
  Mr.
        Christian works as a consultant and advisor, through CPM Group, a commodities
        research group, with most major companies involved in platinum group metals.
        Its
        clients include most major producers and refiners of these metals, including
        companies that may have an interest in joint venture arrangements with Trend.
        CPM Group also advises several other platinum group metal exploration companies
        that compete with Trend. It hosts an annual seminar that attracts companies
        such
        as Trend, and Trend has made presentations to investors and others at these
        seminars along with companies that compete with Trend. CPM Group’s clients also
        include major users of platinum group metals.
  **Loans
        by Related Parties**
  During
        July and August 2005, we received short-term advances from Thomas Loucks
        ($600,000) and Ishiung Wu ($60,000), for continued operations and to accommodate
        the due diligence and payment of additional extension payments concerning
        the
        Andacollo mine. The loans were repaid by September 30, 2006.
  **Consultants**
  On
        September 19, 2005, we entered into a consulting agreement with Mr. Bobby
        Cooper, a former director, to act as a consultant, advising on various aspects
        of mining operations and, specifically in this instance, to assist in explaining
        the intricacies of the Andacollo gold operation to interested investors.
        Pursuant to this agreement, on November 10, 2005, the board resolved to issue
        to
        Mr. Cooper shares of our common for the work Mr. Cooper performed. The fair
        value of the shares on the date of grant was $1,800.
  On
        December 16, 2006, we entered into an agreement with CPM Group to settle
        a claim
        for a finders’ fee relating to the Andacollo gold mine in Chile. The parties
        agreed that Trend will pay 10% of all it has or will receive in after tax
        royalty payments from the mine. The Managing Director of CPM Group is Jeffrey
        Christian, a Director of Trend.
  72
  **ITEM
        13.**  **EXHIBITS**
  3.1
              
              Certificate
                  of Incorporation, effective March 28, 2001. (1)3.2
              
              Certificate
                  of Merger, filed March 28, 2001. (1)3.3
              
              Bylaws,
                  adopted March 28, 2001. (1)4.1
              
              Form
                  of Secured Convertible Promissory Note dated January 27, 2005,
                  having a
                  conversion rate of $0.30. (12)4.2
              
              Form
                  of Class A Warrant dated January 27, 2005, having an exercise price
                  of
                  $0.50. (12)4.3
              
              Form
                  of Class B Warrant dated January 27, 2005, having an exercise price
                  of
                  $0.40. (12)4.4
              
              Form
                  of Secured Convertible Promissory Note dated July 28, 2005, having
                  a
                  conversion rate of $0.30. (13)4.5
              
              Form
                  of Class A Warrant dated July 28, 2005, having an exercise price
                  of $0.50.
                  (13)4.6
              
              Form
                  of Class B Warrant dated July 28, 2005, having an exercise price
                  of $0.40.
                  (13)9.1
              
              Voting
                  Trust Agreement, dated as of March 31, 2000, by and between Thomas
                  Kaplan
                  and Electrum LLC. (2)9.2
              
              Amendment
                  to Voting Trust Agreement, dated as of March 31, 2001, by and between
                  Thomas Kaplan and Electrum LLC. (3)9.3
              
              Voting
                  Trust Agreement, dated as of August 27, 2003, by and between Thomas
                  Kaplan
                  and LCM Holdings, LDC. (4)10.1
              
              Stock
                  Purchase Agreement, dated as of December 29, 1999, between Tigris
                  Financial Group Ltd. and the Company. (5)10.2
              
              Amendment
                  to Stock Purchase Agreement, dated as of June 27, 2000, by and
                  between
                  Electrum LLC and the Company; and Warrant Agreement, dated June
                  9, 2000,
                  by and between the Company and Tigris Financial Group Ltd.
                  (5)10.3
              
              Letter
                  Agreement, dated November 10, 2000, by and between the Company
                  and
                  Electrum LLC. (6)10.4
              
              Letter
                  Agreement, dated November 17, 2000, by and between the Company
                  and
                  Electrum LLC. (6)10.5
              
              Loan
                  Facility Agreement, dated December 6, 2000, by and between the
                  Company and
                  Electrum LLC. (6)10.6++
              
              2000
                  Equity Incentive Plan, adopted February 23, 2001. (7)10.7
              
              Loan
                  Agreement, dated March 12, 2001, by and between the Company and
                  Electrum
                  LLC. (8)
  73
  10.8
              
              Letter
                  Agreement, dated April 11, 2001, by and between the Company and
                  Electrum
                  LLC. (9)10.9
              
              Form
                  of Loan Facility, dated August 16, 2001, between the Company and
                  Lillian
                  Berger.(10)10.10
              
              Loan
                  Facility, dated September 28, 2001, between the Company and Lillian
                  Berger. (10)10.11
              
              Form
                  of Loan Facility, dated October 22, 2001, between the Company and
                  LCM
                  Holdings, LDC. (10)10.12
              
              Bill
                  of Sale, dated November 12, 2001, relating to the Pyramid property,
                  by and
                  between the Company and Western Goldfields, Inc., fka Calumet Mining
                  Company. (10)10.13
              
              Loan
                  Facility, dated December 18, 2001, between the Company and Larry
                  Buchanan.
                  (10)10.14
              
              Form
                  of Agreement to Readjust Certain Terms of Loans & Warrants, dated
                  January 30, 2002, by and between the Company, Electrum LLC, LCM
                  Holdings,
                  Ltd., the Estate of Lillian Berger and Larry Buchanan.
                  (10)10.15
              
              Form
                  of Transfer of Lake Owen Option Agreement, dated February 2002,
                  by and
                  among General Minerals Corporation, the Company, Ron Nash and Howard
                  Schraub. (10)10.16
              
              Form
                  of Sale of Lake Owen Option Agreement and Exercise of Option, dated
                  March
                  15, 2002, by and between the Company and Howard Schraub.
                  (10)10.17
              
              Form
                  of Sale of Lake Owen Option Agreement and Exercise of Option, dated
                  March
                  15, 2002, by and between the Company and Ron Nash. (10)10.18
              
              Form
                  of Loan Facility, dated June 27, 2002, between the Company and
                  LCM
                  Holdings, LDC. (10)10.19++
              
              Amended
                  Employment Agreement, dated September 1, 2002, by and between the
                  Company
                  and John P. Ryan. (10)10.20
              
              Cancellation
                  of share of Series A Preferred Stock, dated October 1, 2002, by
                  the
                  Company and Thomas Kaplan. (10)10.21
              
              Form
                  of Subscription Agreement in connection with October - December
                  2002
                  private placement. (10)10.22
              
              Form
                  of Subscription Agreement, dated December 29, 2002, by and between
                  the
                  Company and Kurt J. Hoffman for 169,160 shares of the common stock
                  of the
                  Company. (10)10.23
              
              Form
                  of Subscription Agreement, dated January 14, 2003, by and between
                  the
                  Company and John P. Ryan for 450,000 shares of the common stock
                  of the
                  Company. (10)10.24
              
              Promissory
                  Note, dated August 29, 2003, from the Company to CGT Management
                  Ltd.
                  (10)10.25
              
              Form
                  of Amendment to Promissory Note, dated November 27, 2003, by and
                  between
                  the Company and CGT Management Ltd.
                  (10)
  74
  10.26
              
              Waiver
                  Agreement dated February 12, 2004, by and between the Company and
                  Electrum
                  LLC, and between the Company and LCM Holdings LDC. (15)10.27
              
              Amended
                  Loan and Warrant Agreement dated February 12, 2004, by and between
                  the
                  Company and Electrum LLC, and between the Company and LCM Holdings
                  LDC.
                  (15)10.28
              
              Lease
                  Agreement effective as of September 2, 2004 by and between the
                  Company and
                  Lloyd Clark. (11)10.29
              
              Joint
                  Venture Agreement effective as of January 1, 2005, by and between
                  the
                  Company and Aurora Metals (BVI) Limited. (11)10.30
              
              Form
                  of Subscription Agreement dated as of January 27, 2005 by and among
                  Trend
                  Mining Company and the purchasers identified therein.
                  (12)10.31
              
              Form
                  of Pledge and Security Agreement dated as of January 27, 2005 by
                  and among
                  Trend Mining Company and the secured parties identified
                  therein.(12)10.32
              
              Form
                  of Limited Standstill Agreement dated as of January 27, 2005 by
                  and among
                  Trend Mining Company and the stockholders identified therein.
                  (12)10.33
              
              Amendment,
                  Waiver and Consent to Transaction Documents Agreement, dated as
                  of July
                  28, 2005, by and among Trend Mining Company and the purchasers
                  identified
                  therein. (13)10.34
              
              Share
                  Purchase Agreement, dated as of September 20, 2005, between Trend
                  Mining
                  Company and Pacific Rim Mining Corp. (14)10.35
              
              Charge,
                  dated September 20, 2005, between Trend Mining Company and Pacific
                  Rim
                  Mining Corp. (14)10.36
              
              Deed
                  of Assignment, dated as of September 20, 2005, between Trend Mining
                  Company and Pacific Rim Mining Corp. (14)14*
              
              Code
                  of Ethics31.1+
              
              Certification
                  of Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a)
                  of the
                  Securities Exchange Act of 1934, as amended.31.2+
              
              Certification
                  of Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a)
                  of the
                  Securities Exchange Act of 1934, as amended.32.1+
              
              Certification
                  of the Principal Executive Officer Pursuant to 18 U.S.C. Section
                  1350.32.2+
              
              Certification
                  of the Principal Financial Officer Pursuant to 18 U.S.C. Section
                  1350.
 
 +
              
              Filed
                  herewith.*
              
              Incorporated
                  by reference to the Company’s Annual Report on Form 10-KSB for the fiscal
                  year ended September 30, 2005 filed with the Commission on January
                  13,
                  2006, File No. 000-31159.
  75
  ++
              
              Indicates
                  an exhibit that constitutes an executive compensation
                  plan.(1)
              
              Incorporated
                  by reference to the Company’s Current Report on Form 8-K dated March 28,
                  2001, File No. 000-31159.(2)
              
              Incorporated
                  by reference to Schedule 13D by Thomas S. Kaplan, filed with the
                  Commission on October 4, 2000, File No. 005-59667.(3)
              
              Incorporated
                  by reference to Schedule 13D/A by Thomas S. Kaplan, filed with
                  the
                  Commission on May 23, 2001, File No. 005-59667.(4)
              
              Incorporated
                  by reference to Schedule 13D/A by Thomas S. Kaplan, filed with
                  the
                  Commission on November 21, 2003, File No. 005-59667.(5)
              
              Incorporated
                  by reference to the Company’s Registration Statement on Form 10-SB,
                  Amendment No. 1, filed with the Commission on September 27, 2000,
                  File No.
                  000-31159.(6)
              
              Incorporated
                  by reference to the Company’s Annual Report on Form 10-KSB for the fiscal
                  year ended September 30, 2000, File No. 000-31159.(7)
              
              Incorporated
                  by reference to the Company’s definitive Proxy Statement on Schedule 14A,
                  filed with the Commission on January 29, 2001.(8)
              
              Incorporated
                  by reference to the Company’s Registration Statement on Form 10-SB,
                  Amendment No. 4, filed with the Commission on March 26, 2001, File
                  No.
                  000-31159.(9)
              
              Incorporated
                  by reference to the Company’s Registration Statement on Form 10-SB,
                  Amendment No. 5, filed with the Commission on May 25, 2001, File
                  No.
                  000-31159.(10)
              
              Incorporated
                  by reference to the Company’s Annual Report on Form 10-KSB for the fiscal
                  year ended September 30, 2003 filed with the Commission on January
                  21,
                  2004, File No. 000-31159.(11)
              
              Incorporated
                  by reference to the Company’s Registration Statement on Form SB-2,
                  Amendment No. 1, filed with the Commission on August 8, 2005, File
                  No.
                  333-124144.(12)
              
              Incorporated
                  by reference to the Company’s Current Report on Form 8-K dated January 28,
                  2005, File No. 000-31159.(13)
              
              Incorporated
                  by reference to the Company’s Current Report on Form 8-K dated August 2,
                  2005, File No. 000-31159.(14)
              
              Incorporated
                  by reference to the Company’s Current Report on Form 8-K dated September
                  23, 2005, File No. 000-31159.(15)
              
              Incorporated
                  by reference to the Company’s Annual Report on Form 10-KSB for the fiscal
                  year ended September 30, 2004 filed with the Commission on January
                  13,
                  2005, File No. 000-31159.
  76
  **ITEM
        14.**  **PRINCIPAL
        ACCOUNTANT FEES AND SERVICES**
  Our
        Board
        and Audit Committee reviews and approves audit and permissible non-audit
        services performed by Richey, May & Company and William & Webster, as
        well as the fees charged by Richey, May & Company and William & Webster
        for such services. In its review of non-audit service fees and its appointment
        of Richey, May & Company and William & Webster as our independent
        accountants, the audit committee considered whether the provision of such
        services is compatible with maintaining the independence of Richey, May &
Company and William & Webster. All of the services provided and fees charged
        by Richey, May & Company in 2006 were pre-approved by the Audit
        Committee.
  We
        believe it is more effective to have the accounting firms which handle our
        tax
        matters, financial reviews, and annual audit based nearby. Consequently,
        as part
        of our move from Coeur d’Alene, Idaho, to Denver, Colorado, Trend, with the
        approval of the audit committee, switched from Williams & Webster, based in
        Spokane, Washington, to Richey, May & Company (audit) and M. Rodenburg, CPA
        (tax), both based in Denver, Colorado, during fiscal 2006.
  **AUDIT
        FEES**
  The
        aggregate fees billed by Richey, May & Company and by Williams & Webster
        P.S. for professional services for the audit of our annual financial statements
        and the reviews of the financial statements included in our quarterly reports
        on
        Form 10-QSB were $33,123, for fiscal 2006 and $34,056 for fiscal 2005, net
        of
        expenses.
  **AUDIT-RELATED
        FEES**
  There
        were no fees billed in each of the last two fiscal years for assurance and
        related services by Richey, May & Company and Williams & Webster that
        are related to the performance of the audit or review of our financial
        statements and not reported under “Audit Fees” above.
  **TAX
        FEES**
  The
        aggregate fees billed by M. Rodenburg, CPA, for professional services rendered
        for tax compliance purposes were $2,855 for fiscal 2006 and $0 for fiscal
        2005.
  **ALL
        OTHER FEES**
  There
        were no fees billed by Richey, May & Company and by Williams & Webster
        P.S. for other services during the fiscal years 2006 and 2005.
  Fiscal
                2006
              
              Fiscal
                2005Audit
                  fees
              
              $
              33,123
              
              $
              34,056Consulting
                  fees
              
              $
              0
              
              $
              0Tax
                  fees
              
              $
              2,855
              
              $
              0Other
                  fees
              
              $
              0
              
              $
              0Total
                  fees
              
              $
              35,978
              
              $
              34,056
 
 77
  **SIGNATURES**
 
 In
        accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
        this report on Form 10-KSB to be signed on its behalf by the undersigned,
        thereunto duly authorized.
 TREND
                  MINING COMPANYDated: January 12, 2007
              By:
              /s/
                Thomas A. LoucksName:Thomas
                  A. LoucksTitle:President
                  and Chief Executive Officer
  **POWER
        OF ATTORNEY**
  KNOW
        ALL
        PERSONS BY THESE PRESENTS that each person whose signature appears below
        constitutes and appoints Thomas A. Loucks and John P. Ryan, and each of them,
        as
        his true and lawful attorneys-in-fact and agents, with full power of
        substitution and resubstitution, for him or in his name, place, and stead,
        in
        any and all capacities, to sign any and all amendments to this Form 10-KSB,
        and
        to file the same, with all exhibits thereto, and other documents in connection
        therewith, with the Securities and Exchange Commission, granting unto said
        attorneys-in-fact and agents, and each of them, full power and authority
        to do
        and perform each and every act and thing requisite and necessary to be done
        in
        connection therewith, as fully to all intents and purposes as he might or
        could
        do in person, hereby ratifying and confirming all that said attorneys-in-fact
        and agents, or any of them, or their or his substitute or substitutes, may
        lawfully do or cause to be done by virtue hereof.
  Pursuant
        to the requirements of the Securities Exchange Act of 1934, this report has
        been
        signed below by the following persons on behalf of the registrant in the
        capacities indicated as of January 12, 2007.
  By:
              /s/
                  Thomas A. Loucks**Thomas
                  A. Loucks**
                **Chief Executive Officer and President
                  and Director**
                **(Principal
                  Executive Officer)**By:
              /s/
                  John P. Ryan**John
                  P. Ryan**
                **Chief
                  Financial Officer and Treasurer and Director**
                **(Principal
                  Financial and Accounting Officer)**By:
              /s/
                  Ishiung J. Wu**Ishiung
                  J. Wu**
                **Director**By:
              /s/
                Jeffrey M. Christian**Jeffrey
                  M. Christian**
                **Director**
 
 78