Trend Mining SB2/A Registration of securities for small business issuer (amended)

As filed with the Securities and Exchange Commission on September 15, 2005

Registration No. 333-124144

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SB-2

(Amendment No. 2)

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

TREND MINING COMPANY

(Name of Small Business Issuer in its Charter)

Delaware	1081	81-0304651

(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

Thomas A. Loucks, President and CEO

5439 South Prince Street

Littleton, Colorado 80120

(303) 798-7363

(Name, Address and Telephone Number of Principal Executive Offices and Agent for Service)

With a Copy to:

Henry I. Rothman

Troutman Sanders LLP

405 Lexington Avenue

New York, New York 10174

(212) 704-6000

Approximate date of commencement of proposed sale to the public: As soon as possible after this registration statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box: o

CALCULATION OF REGISTRATION FEE

Title of Each Class of

Securities to be Registered

Amount

to be

Registered (1)

Proposed Maximum

Offering Price

per Share

Proposed Maximum

Aggregate

Offering Price

Amount of

Registration Fee

common stock, par value $0.01 per share	165,000 (2	)	$	0.27 (11	)	$	44,550 (11	)	$	5.64
common stock, par value $0.01 per share	7,250,004 (3)(4	)	$	0.30		$	2,175,001		$	275.58
common stock, par value $0.01 per share	2,583,332 (5	)	$	0.50		$	1,291,666		$	163.65
common stock, par value $0.01 per share	3,066,668 (6	)	$	0.25		$	828,000		$	104.90
common stock, par value $0.01 per share	1,750,001 (7)(4	)	$	0.30		$	525,000		$	61.79
common stock, par value $0.01 per share	641,668 (8	)	$	0.50		$	320,834		$	37.76
common stock, par value $0.01 per share	758,335 (9	)	$	0.25		$	189,584		$	22.31
common stock, par value $0.01 per share	24,000 (10	)	$	0.236		$	5,664		$	0.67
Total									$	672.30	*

(1)	In the event of a stock split, stock dividend or similar transaction involving the common stock of the Registrant, in order to prevent dilution, the number of shares registered shall be automatically increased to cover additional shares in accordance with Rule 416(a) under the Securities Act.

(2)	Represents issued and outstanding shares of our common stock held by certain selling shareholders.

(3)	Represents the number of shares of our common stock issuable upon the conversion of notes issued to investors in the January 27, 2005 private placement. Based on a conversion price of $0.30 per share.

(4)	We are registering 150% of the number of shares presently issuable upon conversion of the notes issued to the investors in the January 27, 2005 private placement, representing our good faith estimate of the number of shares that may become issuable in the future as a result of conversion price adjustments. The conversion price of the notes is subject to adjustment in the event of issuance of common stock at an issue price less than the conversion price at the time of the issuance. If the numbers of shares issuable upon conversion of the notes exceeds the registered amount, we will not rely on Rule 416 to cover the additional shares, but will instead fie a new registration statement.

(5)	Represents the number of shares of our common stock issuable upon the exercise of warrants issued to investors in the January 27, 2005 private placement at an exercise price of $0.50 per share.

(6)	Represents the number of shares of our common stock issuable upon the exercise of warrants issued to investors in the January 27, 2005 private placement at an exercise price of $0.25 per share.

(7)	Represents the number of shares of our common stock issuable upon the conversion of notes issued to an investor in the July 28, 2005 private placement. Based on a conversion price of $0.30 per share.

(8)	Represents the number of shares of our common stock issuable upon the exercise of warrants issued to an investor in the July 28, 2005 private placement at an exercise price of $0.50 per share.

(9)	Represents the number of shares of our common stock issuable upon the exercise of warrants issued to an investor in the July 28, 2005 private placement at an exercise price of $0.25 per share.

(10)	Represents the number of shares of our common stock issued to a consultant in lieu of compensation.

(11)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act based on the average of the closing bid and asked prices of the common stock on April 13, 2005, as reported on the OTC Bulletin Board.

* Registration fee of $746.33 has been previously paid.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information contained in this prospectus is not complete and may be changed. The selling security holders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED SEPTEMBER 15, 2005

TREND MINING COMPANY

16,239,008 Shares of common stock

$0.01 par value

We are registering up to 16,239,008 shares of our common stock for sale by certain of our shareholders from time to time. 189,000 of the shares have already been issued, 6,000,003 of the shares are issuable upon conversion of notes, 7,050,003 of the shares are issuable upon exercise of warrants and 3,000,002 of the shares may be issuable upon conversion of the notes as a result of conversion price adjustments. The selling security holders will receive all the proceeds from the sale of the offered shares. See “Selling Shareholders” on page 31 of this prospectus.

Our common stock is traded on the OTC Bulletin Board under the symbol “TRDM.OB” on the OTC Bulletin Board. The last reported bid price of the common stock on September 2, 2005 was $0.22 per share.

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 3 to read about certain risks you should consider before buying shares of our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

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

The date of this Prospectus is ___________, 2005.

TABLE OF CONTENTS

PROSPECTUS SUMMARY	2
RISK FACTORS	3
USE OF PROCEEDS	10
MARKET FOR OUR COMMON STOCK AND RELATED SHAREHOLDER MATTERS	10
FORWARD-LOOKING STATEMENTS	11
MANAGEMENT'S PLAN OF OPERATION	11
BUSINESS AND PROPERTIES	14
MANAGEMENT	27
EXECUTIVE COMPENSATION	29
PRINCIPAL SHAREHOLDERS	31
SELLING SHAREHOLDERS	32
PLAN OF DISTRIBUTION	34
RELATED PARTY TRANSACTIONS	36
DESCRIPTION OF SECURITIES	37
TRANSFER AGENT AND REGISTRAR	38
LEGAL MATTERS	38
EXPERTS	38
WHERE YOU CAN FIND MORE INFORMATION	38

PROSPECTUS SUMMARY

This prospectus is part of a registration statement we filed with the U.S. Securities and Exchange Commission. You should rely on the information provided in this prospectus. Neither we nor the selling security holders listed in this prospectus have authorized anyone to provide you with information different from that contained in this prospectus. The selling security holders are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of common stock. Applicable SEC rules may require us to update this prospectus in the future.

The Company

Trend Mining Company was first incorporated in Montana in 1968. Trend was reincorporated in Delaware in 2001. Trend is an exploration company and has been engaged since 1998 in the acquisition and exploration of platinum group metals properties, primarily in the United States and Canada. During 2004, Trend also commenced uranium exploration activities in Canada.

Trend is an exploration stage company. Trend's plan is to acquire and explore mineral properties that have sufficient merit and potential to subsequently vend them to other companies to mine the properties. Currently, Trend controls properties that may have copper-nickel, platinum-palladium, and uranium mineralization in Saskatchewan and Wyoming, and Trend is acquiring a 50% interest in a platinum-palladium-copper-nickel project in Montana. None of Trend's properties is in production, and none of Trend's projects is presently known to contain commercially viable ore reserves; consequently, Trend has no source of operating income or cash flow. Trend's business objectives for the near term are to focus on raising sufficient capital to retain and develop its mineral properties to the point where they attract larger amounts of investment capital and/or operating partners.

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

The Offering

Common stock offered by the selling security holders:

16,239,008

Common stock outstanding as of August 31, 2005:

36,527,715

Use of Proceeds:

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information contained in this prospectus and in the documents incorporated by reference before deciding to invest in our common stock.

Risks Related to our Business

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

While we were incorporated in 1968, we have has 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

·	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 establish mining operations or profitably produce platinum group or other metals at any of our properties. As such, we don't know if we will ever generate revenues. If we don't 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 don't 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 June 30, 2005, we had an accumulated deficit during our exploration stage of $10,864,734, and a pre-exploration stage deficit of $558,504. We may not achieve or sustain profitability in the future. If we don't 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

If we proceed to development 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 inclement weather conditions or other unfavorable operating conditions and other acts of God. Some of these risks and hazards are not insurable or may be subject to exclusion or limitation in any coverage which we obtain or may not be insured due to economic considerations.

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

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

·	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.

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

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

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

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

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

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

The validity of an unpatented mining claim also depends on the claim having been located on unappropriated federal land open to appropriation by mineral location (the act of physically going onto the land and making a claim by putting stakes in the ground), compliance with the 1872 Mining Law and applicable state statutes in terms of the contents of claim location notices or certificates and the timely filing and recording of the same, and timely payment of annual claim maintenance fees (and the timely filing and recording of proof of such payment). In the absence of a discovery of valuable minerals, the ground covered by an unpatented mining claim is open to location by others unless the owner is in actual possession of and diligently working the claim. The Company is diligently working and is in actual possession of all its 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.

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 Trend 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 Trend’s 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.

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, As a result, 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.

Trend insures its 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 $1,300,000 will be required to fund our operations for the next 12 months assuming minimal exploration activities and excluding the cost of acquisitions (see “Management’s Plan of Operation”). We need to seek additional financing from the public or private debt or equity markets to continue our business activities. We have borrowed from our principal shareholder, Thomas Kaplan, to fund certain of our activities. We do not know that our principal shareholder will continue to advance funds to us or that our efforts to obtain financing will be successful. In addition, Mr. Kaplan and his affiliates are entitled to and can demand repayment of their notes outstanding. However, management does not anticipate that they will exercise that right (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 and are wholly dependent upon the personal efforts and abilities of our officers and directors, each of whom devotes less than all of his time and efforts to our operations. Because these individuals work 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 us 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 have employment agreements with any of our officers or directors or maintain insurance on any of them. 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 decrease 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;

·	the strength of the United States dollar;

·	global and regional supply and demand; and

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

The aggregate effect of these factors on metals prices is impossible for us to predict. In addition, the prices of platinum group metals 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 commodities. 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.

The probability of an individual prospect having reserves, as defined under the Securities Act Industry Guide 7, are 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.

As lenders, the Company’s principal shareholder and his affiliates are entitled to and can demand immediate repayment of their notes outstanding.

The terms of all loans from the Kaplan Group (as defined below under ‘Management’s Plan of Operation’) provide that they are due and payable immediately upon the completion of a private placement of shares of Trend's stock in the minimum amount of $1,000,000. The Company’s private placement completed in January 2005 of $1,300,000 in convertible promissory notes triggers the Kaplan Group’s right to demand immediate payment of all loans made to the Company. If the Kaplan group chooses to exercise this right, the Company may be unable to procure the cash necessary and may need to liquidate all its assets in order to make such payment and as a result may cease to continue operations. However, the Company believes that Mr. Kaplan and his affiliates in the Kaplan Group will not exercise such right.

Risks Related to the Ownership of our Stock

We may experience volatility in our stock price, which could negatively affect your investment, and you may not be able to resell your shares at or above the offering price.

The offering price of our common stock may vary from the market price of our common stock after the offering. If you purchase shares of common stock, you may not be able to resell those shares at or above the offering price. The market price of our common stock may fluctuate significantly in response to a number of factors, some of which are beyond our control, including:

·	quarterly variations in operating results;

·	changes in financial estimates by securities analysts;

·	changes in market valuations of other similar companies;

·	announcements by us or our competitors of new products or of significant technical innovations, contracts, acquisitions, strategic partnerships or joint ventures;

·	additions or departures of key personnel;

·	any deviations in net sales or in losses from levels expected by securities analysts; and

·	future sales of common stock.

In addition, the stock market has experienced volatility that has often been unrelated to the performance of particular companies. These market fluctuations may cause our stock price to fall regardless of our performance.

Because our securities trade on the OTC Bulletin Board, your ability to sell your shares in the secondary market may be limited.

The shares of our common stock are listed and principally quoted on the Nasdaq OTC Bulletin Board. Because our securities currently trade on the OTC Bulletin Board, they are subject to the rules promulgated under the Securities Exchange Act of 1934, as amended, which impose additional sales practice requirements on broker-dealers that sell securities governed by these rules to persons other than established customers and "accredited investors" (generally, individuals with a net worth in excess of $1,000,000 or annual individual income exceeding $200,000 or $300,000 jointly with their spouses). For such transactions, the broker-dealer must determine whether persons that are not established customers or accredited investors qualify under the rule for purchasing such securities and must receive that person's written consent to the transaction prior to sale. Consequently, these rules may adversely affect the ability of purchasers to sell our securities and otherwise affect the trading market in our securities.

Because our shares are deemed "penny stocks," you may have difficulty selling them in the secondary trading market.

The Securities and Exchange Commission has adopted regulations which generally define a "penny stock" to be any equity security that has a market price (as therein defined) less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. Additionally, if the equity security is not registered or authorized on a national securities exchange or Nasdaq, the equity security also would constitute a "penny stock." As our common stock falls within the definition of penny stock, these regulations require the delivery, prior to any transaction involving our common stock, of a risk disclosure schedule explaining the penny stock market and the risks associated with it. Disclosure is also required to be made about compensation payable to both the broker-dealer and the registered representative and current quotations for the securities. In addition, monthly statements are required to be sent disclosing recent price information for the penny stocks. The ability of broker/dealers to sell our common stock and the ability of shareholders to sell our common stock in the secondary market would be limited. As a result, the market liquidity for our common stock would be severely and adversely affected. Trading in our common stock may be subject to these or other regulations in the future, which would negatively affect the market for our common stock.

A large number of shares will be eligible for future sale and may depress our stock price.

Our shares that are eligible for future sale may have an adverse effect on the price of our stock. As of August 31, 2005 there were 36,527,715 shares of our common stock outstanding. We are registering up to 16,239,008 shares of our common stock for sale by certain of our shareholders from time to time. The average trading volume for the three months prior to April 1, 2005 was less than 100,000 shares per day. Sales of substantial amounts of common stock, or a perception that such sales could occur, and the existence of options or warrants to purchase shares of common stock at prices that may be below the then current market price of the common stock, could adversely affect the market price of our common stock and could impair our ability to raise capital through the sale of our equity securities.

Your ownership interest, voting power and the market price of our common stock may decrease because we have issued, and may continue to issue, a substantial number of securities convertible or exercisable into our common stock.

We have issued common stock and options, warrants, and convertible notes to purchase our common stock to satisfy our obligations and fund our operations (see “Management’s Plan of Operation”). In the future we may issue additional shares of common stock, options, warrants, preferred stock or other securities exercisable for or convertible into our common stock to raise money for our continued operations. We continue to seek additional investors. If additional sales of equity occur, your ownership interest and voting power in Trend will be diluted and the market price of Trend’s common stock may decrease. In 2000, we adopted our 2000 Stock Option and Stock Award Plan pursuant to which up to 5,000,000 shares of our common stock could be awarded as share awards or options. As of June 30, 2005, 1,200,000 shares or options have been awarded under this plan, 1,000,000 of which were outstanding and exercisable at June 30, 2005. Upon exercise of these options, the ownership interests and voting power of existing shareholders may be further diluted.

We do not have cumulative voting and a small number of existing shareholders control our company, which could limit your ability to influence the outcome of shareholder votes.

Our shareholders do not have the right to cumulative votes in the election of our directors. Cumulative voting, in some cases, could allow a minority group to elect at least one director to our board. Because there is no provision for cumulative voting, a minority group will not be able to elect any directors. Accordingly, the holders of a plurality of the shares of common stock, present in person or by proxy, will be able to elect all of the members of our board of directors.

Our Articles of Incorporation contain provisions that discourage a change of control.

Our articles of incorporation contain provisions that could discourage an acquisition or change of control without our board of directors’ approval. Our articles of incorporation authorize our board of directors to issue preferred stock without shareholder approval. If our board of directors elects to issue preferred stock, it could be more difficult for a third party to acquire control of us, even if that change of control might be beneficial to shareholders.

Our assets are subject to a security interest.

Pursuant to a Pledge and Security Agreement, dated as of January 27, 2005, we granted to the selling stockholders a security interest in all of our assets to secure the obligations under the notes. If we default on the notes, under certain circumstances the selling stockholders may foreclose on our assets. In that instance, we may be unable to continue operations and the value of your common stock will be significantly diminished.

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the shares owned by the selling security holders. We may receive proceeds in connection with the exercise of warrants, the underlying shares of which may in turn be sold by selling security holder. Although the amount and timing of our receipt of any such proceeds are uncertain, such proceeds, if received, will be used for general corporate purposes.

MARKET FOR OUR COMMON STOCK AND RELATED SHAREHOLDER MATTERS

Market for Our common stock

Our common stock trades under the symbol TRDM.OB on the Over-the-Counter Bulletin Board Electronic Quotation System maintained by the National Association of Securities Dealers, Inc. Following is information about the range of high and low bid prices for our common stock for each fiscal quarter in the last two fiscal years and the first two fiscal quarters of the current fiscal year. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not necessarily represent actual transactions.

Quarter Ended	High Bid Quotation	Low Bid Quotation
March 31, 2003	$ 0.32	$ 0.17
June 30, 2003	$ 0.18	$ 0.12
September 30, 2003	$ 0.40	$ 0.12
December 31, 2003	$ 0.58	$ 0.23
March 31, 2004	$ 0.45	$ 0.23
June 30, 2004	$ 0.45	$ 0.23
September 30, 2004	$ 0.29	$ 0.16
December 31, 2004	$ 0.33	$ 0.23
March 31, 2005	$ 0.36	$ 0.205
June 30, 2005	$0.31	$0.19

September 30, 2005 (through August 31, 2005)

$0.28

$0.21

Holders

As of August 31, 2005, there were 924 holders of record of our common stock, however, we believe that there are additional beneficial owners of our common stock who own their shares in “street name.”

Dividends

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

FORWARD-LOOKING STATEMENTS

This prospectus, supplements to this prospectus and the documents incorporated by reference contain certain forward-looking statements about our financial condition, results of operations and business. These statements may be made expressly in this document or may be “incorporated by reference” to other documents we have filed with the Securities and Exchange Commission. You can find many of these statements by looking for words such as “believes,” “expects,” “anticipates,” “estimates” or similar expressions used in this prospectus, supplements to this prospectus or documents incorporated by reference.

These forward-looking statements are subject to numerous assumptions, risks and uncertainties. Factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by us in those statements include, among others, the following:

·	the quality of our properties with regard to, among other things, the existence of reserves in economic quantities;

·	our ability to increase our production and income through exploration and development;

·	the number of locations to be drilled and the time frame within which they will be drilled;

·	future prices of the minerals we sell;

·	anticipated domestic demand for our products; and

·	the adequacy of our capital resources and liquidity.

Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements. You are cautioned not to place undue reliance on such statements, which speak only as of the date of this prospectus or supplements to this prospectus or, in the case of documents incorporated by reference, as of the date of such document.

We do not undertake any responsibility to release publicly any revisions to these forward-looking statements to take into account events or circumstances that occur after the date of this prospectus or supplements to this prospectus. Additionally, we do not undertake any responsibility to update you on the occurrence of any unanticipated events which may cause actual results to differ from those expressed or implied by the forward-looking statements.

MANAGEMENT’S PLAN OF OPERATION

We are an early stage mineral exploration company. Our primary expenditures at this stage consist of payment of various governmental fees to maintain the priority of our unpatented mining claims, payment of our debt service, payment of accounting and legal fees, and general office expenses.

Trend's losses for the nine months ended June 30, 2005 were $1,148,486 and for the year ended September 30, 2004 were $992,688. Trend's total loss since inception of the current exploration stage is $10,862,934. Trend's loss for fiscal year 2004 is due primarily operating expenses in three categories: general and administrative expenses of $314,159; officer and director compensation of $273,794; and legal and professional fees of $268,101. Trend’s loss for the nine months ended June 30, 2005 is due primarily to operating expenses in five categories: general and administrative expenses of $136,371; officer and director compensation of $89,000; legal and professional fees of $108,428; consulting fees of $167,372; and exploration expenses of $147,981.

Trend's primary, near term business objective is to raise sufficient capital to retain Trend's current mineral properties, to explore them and acquire additional projects, and to pay general and administrative expenses. On August 23, 2004, Trend made land payments and paid filing fees of about $76,000 to retain control of its Lake Owen, Wyoming property. Trend has budgeted approximately $400,000 for the year ending September 30, 2005 to cover Trend's accounting and legal fees and general and administrative expenses, and a similar amount to cover its exploration programs for 2005. Trend also estimates that approximately $1,080,000 will be required to fund our operations for the next 12 months assuming minimal exploration activities and excluding the cost of acquisitions (see “Going Concern” on page F-13).

On December 8, 2004, Trend executed a convertible debt financing agreement that has commitments for approximately $1.3 million. Of the total amount, $250,000 was received by Trend on the date the agreement was signed, and a further $1.05 million was funded on January 27, 2005. The offering was funded by a group of institutional and accredited investors. Trend has since settled trade accounts payable which total approximately $250,000 and intends to utilize the balance of the proceeds to pay its overhead, fund land payments, and to fund exploration work on its mineral projects in North America. Trend will hold sufficient capital to continue current operations through fiscal 2005. Trend believes that it now has capital and quality of projects to become more active in its exploration and is seeking additional capital to extend its operations into and through 2006.

Trend has substantial operational commitments to fund in order to maintain Trend's land holdings. This includes work commitments or a fee of $56,616 on one of Trend's original claims at Peter Lake to keep these claims in good standing, approximately $76,000 in combined annual BLM fees and Albany County filing fees to maintain Lake Owen, and a $100,000 commitment to hold claims and explore at Stillwater, Montana. The Company may well have to release some of what could be less prospective Peter Lake holdings in order to avoid paying large fees which would otherwise seriously deplete Trend’s current level of working capital.

Beginning in November, 2000 and through June, 2002, Trend borrowed funds principally from Trend's major shareholder, Thomas Kaplan, and his affiliates (the “Kaplan Group”), to fund the minimum activities of Trend. As of September 30, 2004, we have debts owed of approximately:

·	$670,000 to Electrum LLC, Trend's largest stockholder and a company owned by Mr. Kaplan;

·	$233,000 to LCM Holdings, LDC, a large shareholder of Trend common stock and an affiliate of Mr. Kaplan; and

·	$130,000 to two individuals introduced to us by Mr. Kaplan.

For each dollar borrowed from the people and entities described in this paragraph, we have issued a warrant to purchase a share of Trend's common stock. In total, we borrowed $1,032,857 from Mr. Kaplan and entities or his affiliates. This amount bears interest at the rate of 8% per annum.

Pursuant to an amendment to the above loan agreements made as of January 30, 2003, we agreed to adjust the conversion terms of the loans and warrants described in the paragraph immediately preceding this one. As a result of this agreement, the loans became convertible into "units" at $0.50 per unit. Each unit is comprised of one share of common stock and one warrant to acquire one share of common stock for $1.00, exercisable through September 30, 2006. In connection with the agreement, we also changed the exercise price of the warrants issued for each dollar borrowed to purchase Trend's common stock from $1.50 to $1.00 per share and extended their respective terms by one year.

On February 12, 2004, Trend, Electrum and LCM Holdings reached an agreement to adjust both the conversion terms on approximately $902,000 worth of debt outstanding to the lenders and the exercise prices and terms of related warrants. Electrum and LCM Holdings can now convert each $1.25 of loans into a unit consisting of one share of common stock and one warrant. The warrant is exercisable for a period of five years from the date of conversion and is exercisable at a price of $1.50. Additionally, terms of existing outstanding warrants were modified. Such modifications generally increased the exercise price and shortened the expiration dates.

The terms of all loans from the Kaplan Group provide that they are due and payable immediately upon the completion of a private placement of shares of Trend's stock in the minimum amount of $1,000,000. It is assumed by the officers of Trend that the Kaplan Group could demand repayment of the notes outstanding if the conditions calling for such repayment were deemed to have been met. The Company’s private placement completed in January 2005 of $1,300,000 in convertible promissory triggers the Kaplan Group’s right to demand immediate payment of all loans made to the Company.

Because Trend does not anticipate earning revenues from mining operations in the foreseeable future, Trend must seek additional financing from the public or private debt or equity markets to continue to protect Trend’s properties and to continue exploring and acquiring additional projects. There can be no assurance that Electrum, LCM Holdings, or others will continue to advance funds to Trend or that Trend's efforts to obtain additional financing will be successful. Further, there can be no assurance that additional financing will be available on terms acceptable to Trend.

On June 21, 2005, Trend and Pacific Rim Mining Corporation, a Canadian based company (“Pacific Rim”) entered into an option agreement to acquire the Andacollo gold mine in Chile. The Company signed a Letter of Intent to acquire the corporate subsidiaries that own the mine and the mine itself. Upon signing the Letter of Intent, the Company paid Pacific Rim $300,000 of the $5,400,000 total purchase price, which must be paid in cash. According to the letter of intent, $2,700,000 is due on closing, $1,000,000 in twelve months and $1,400,000 in 24 months. Since the transaction did not close within 30 days of signing the Letter of Intent, as contemplated therein, the Company paid an additional $300,000 to extend the option purchase period. This $300,000 payment will decrease the balance due on closing from $2,700,000 to $2,400,000.

As reflected in our accompanying financial statements, we have limited cash, negative working capital, no revenues and an accumulated deficit of $10,995,490. These factors indicate that we may be unable to continue in existence in the absence of receiving additional funding. In addition to our operating expenses which average approximately $40,000 per month, management’s plans for the next twelve months include approximately $600,000 of cash expenditures for exploration activity on the Lake Owen, Peter Lake and new Stillwater properties and $3,000,000 to purchase the Andacollo gold mine in Chile, as described above. However, we are actively seeking additional capital. We believe that we will generate sufficient cash from a public or private debt or equity financing in order for the Company to continue to operate based on current expense projections. Nevertheless, we are unable to provide assurances that it will be successful in obtaining sufficient sources of capital. If we fail to raise the necessary funds to continue operations we might be required to significantly reduce the scope or completely cease our operations.

Off-Balance Sheet Arrangements

In January 2005, we entered into a joint venture agreement with Aurora Metals (BVI) Limited (“Aurora”). The agreement provides, that Trend will explore for platinum group metals on portions of an Aurora claim known as the “Stillwater intrusive complex in Montana.” We will be the operator during the exploration stage and will acquire 50% in the project by spending $2 million over next 5 years ($100,000 in year 1; $400,000 in year 2; and $500,000 in each of years 3, 4 and 5). Additionally, we issued 50,000 shares of our common stock on commencement of the agreement; we will issue 20,000 shares and pay $20,000 in cash in the first year; and pay $20,000 in cash or stock each year thereafter until we have spent the agreed upon sum of $2 million, at which time an equally-owned joint venture will be formed.

In September 2004, we entered into a program to explore for uranium in Saskatchewan by acquiring exploration rights in the Cree Lake area of the Athabasca Basin. The Athabasca Basin hosts uranium deposits that are among the highest grade in the world, and is the site for intensive uranium exploration activity. In December 2004, Trend announced that it had acquired additional lands located farther to the southwest along the same mineralized trend. Trend also announced in December 2004 that Nuinsco Resources Limited entered into an agreement with Trend pursuant to which Nuinsco could acquire up to 50% in Trend's interests by spending $C 1 million over three years and taking over the day to day management of the exploration of these claims. We are obligated to make property payments to the owner of the property of $C15,000, $C20,000, and $C30,000 in each of the first three years, respectively (and Nuinsco will pay Trend 250,000 shares of freely trading Nuinsco stock, currently valued at $C.27/share or $C67,500, to offset this cost). We (and partner Nuinsco if Nuinsco vests its interest) may exercise our right to purchase the claims for $CDN 1 million any time during the first eight years of the option, at which time the property remains subject to a 3% gross royalty on any and all minerals produced. Under the terms of the agreement with Nuinsco, should Nuinsco acquire its 50% interest, Nuinsco will become obligated to maintain the lease. In the meantime, Nuinsco has agreed to pay us 250,000 shares of Nuinsco common stock to offset the cost of Trend's making the three annual payments to the underlying landowner.

Recent Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 152, which amends FASB Statement No. 66, “Accounting for Sales of Real Estate,” to reference the financial accounting and reporting guidance for real estate time-sharing transactions that is provided in the AICPA Statement of Position (SOP) 04-2, “Accounting for Real Estate Time-Sharing Transactions.” This statement also amends FASB Statement No. 67, “Accounting for Costs and Initial Rental Operations of Real Estate Projects,” to state that the guidance for (a) incidental operations and (b) costs incurred to sell real estate projects does not apply to real estate time-sharing transactions. The accounting for those operations and costs is subject to the guidance in SOP 04-2. This statement is effective for financial statements for fiscal years beginning after June 15, 2005. Management believes that, when adopted, this statement will have no impact on the financial statements of the Company.

In December 2004, the Financial Accounting Standards Board issued a revision to Statement of Financial Accounting Standards No. 123R, “Accounting for Stock Based Compensation.” This statement supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and its related implementation guidance. This statement establishes standards for the accounting for 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 focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. This statement does not change the accounting guidance for share-based payment transactions with parties other than employees provided in Statement of Financial Accounting Standards No. 123. This statement does not address the accounting for employee share ownership plans, which are subject to AICPA Statement of Position 93-6, “Employers’ Accounting for Employee Stock Ownership Plans.” When adopted, the Company expects no changes to its financial reporting because it is already reporting and complying with the fair value method of SFAS No. 123.

In November 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 151, “Inventory Costs—an amendment of ARB No. 43, Chapter 4.” This statement amends the guidance in ARB No. 43, Chapter 4, “Inventory Pricing,” to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter 4, previously stated that “. . . under some circumstances, items such as idle facility expense, excessive spoilage, double freight, and rehandling costs may be so abnormal as to require treatment as current period charges…” This statement requires that those items be recognized as current-period charges regardless of whether they meet the criterion of “so abnormal.” In addition, this statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. This statement is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. When adopted, the Company expects no changes to its financial reporting because it maintains no inventory.

BUSINESS AND PROPERTIES

Overview

Trend is an exploration stage company. Trend's plan is to acquire and explore mineral properties that have sufficient merit and potential to subsequently vend them to other, larger, companies to mine the properties. Currently, Trend controls properties that may have copper-nickel, platinum-palladium mineralization in Saskatchewan, Wyoming, and Montana, and a uranium exploration property in Saskatchewan. None of Trend's properties is in production, none of Trend's projects is known to contain commercially viable ore reserves, and consequently Trend has no source of operating income or cash flow. Trend's business objectives for the near term are to focus on raising sufficient capital to retain and develop its mineral properties

Trend's Exploration Process

Trend's exploration program is designed to acquire projects that could attract a larger partner. To do so, Trend will explore, develop, and evaluate such exploration properties, and then sell or partner them if merited or drop them. Trend needs to manage its capital requirements so that it has sufficient funds on hand to maintain its existing projects, to evaluate and advance them with appropriate exploration programs, and 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 Lake Owen, Peter Lake, and Stillwater. The uranium project -- Cree Lake/Diabase Peninsula -- is currently being explored by Trend’s partner there, Nuinsco Resources Limited.

Exploration generally proceeds in three phases in the mining industry and Trend's approach to its properties is typical. Phase one of exploration normally begins with recognition that a property has merit, the acquisition of the 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 commercial 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. Careful interpretation of the data collected from the various tests would then be used to determine whether further exploration is warranted.

Phase two of an exploration program may involve an initial examination of the subsurface and the three dimensional characteristics of the mineralization target. This phase is intended to ascertain either the extent of any near surface mineralization, or the location and extent of subsurface blind targets, and usually involves geophysical surveys and/or limited drill testing. One of Trend’s projects will undergo a geophysical survey in 2005, and a second one will probably be drill-tested at several localities with potential for economic mineralization.

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. It is hoped that one of Trend’s projects could enter this phase as early as 2006.

The magnitude of Trend's exploration budget for existing projects as well as business development will vary from project to project depending on the size of the project, its remoteness or accessibility, the quality and quantity of existing information, and the cost of appropriate next steps in advancing any given project. By way of example, Trend is budgeting $135,000 for a reconnaissance program at Peter Lake, where Trend controls a very large claim block (approximately 40 square miles) over geologically attractive and very remote ground. In contrast, Trend is budgeting approximately $25,000 for ground magnetic studies at Lake Owen, a far more advanced project, because that is all that it will cost for the next level of evaluation at this very accessible Wyoming property (not including approximately $75,000 additional expenses for Bureau of Land Management holding fees).

Our ability to maintain and develop our mineral properties fully depends on our ability to raise sufficient capital to continue to fund 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. We 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 retain a 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. Should the Pyramid property be placed into production, we will receive a 1.5% net smelter returns royalty. We also own a 2.5% net smelter returns royalty in connection with patented mining claims located north of Anchorage, Alaska, and owned by the Rae Wallace Company, our former subsidiary. As of August 31, 2005, we have not received any revenues as a result of these royalty rights, nor do we foresee any revenue from these projects in the near term.

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 Trend's properties, the extent of which cannot be predicted. Also, permits from a variety of regulatory authorities are required for many aspects of mine operation and reclamation. In the context of environmental permitting, including the approval of reclamation plans, 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 our United States or Canadian properties merit additional exploration or extraction work, 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.

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

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

Weather

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

Employees

Trend has one full time employee, its President and CEO, Thomas Loucks, no part time employees, and uses several contractors and contract services for administration (clerical and bookkeeping).

Properties

Certain terms used in this section are defined in the following glossary.

GLOSSARY OF TERMS

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

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

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

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.

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

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

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

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

GEOPHYSICS: study of the earth by quantitative physical methods.

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, and crystallized within the earth's crust.

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

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

METALLIFEROUS: bearing or producing metal.

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

MINING CLAIM UNIT: Canadian term for unpatented mining claim.

NET SMELTER RETURN ROYALTY: a share of net revenues generated from the sale of metal produced at a smelter.

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

ORE: material that can be economically mined from an orebody and processed.

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

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

PGE: platinum group element.

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 that described a mineral (or rock) that has become mobile again, often forming a mineral deposit.

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

SEDIMENTARY ROCKS/SEDIMENTS: rocks resulting from the consolidation of water-lain or wind-blown detritus of older rocks transported from their source and deposited.

ULTRAMAFIC: consisting dominantly of mafic minerals, containing less than 10 percent feldspar. Includes dunite, peridotite, amphibolite and pyroxenite.

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 paramount title of which remains with the federal government. The holder of a valid, unpatented lode mining claim is granted certain rights including the right to explore and mine such claim.

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

Trend currently owns or controls one uranium and two PGE properties, and is acquiring a 50% interest in a 3^rd PGE Project, as follows:

Property (1)	Location	Acres	Work Performed	2004-2005 Exploration Budget (2)	Ownership / Interest

Peter Lake	Saskatchewan, Canada	25,687	Geochemical sampling 2004, reconnaissance, claim group expanded 2004.	$135,000	100%
Lake Owen/Albany	Wyoming	12,020	Surface Sampling 2002.	$76,000 (3)	100%
Cree Lake	Saskatchewan, Canada	21,040 ha or 51,970 ac	Acquired September 2004. Effective December 2004, Nuinsco Resources became operator and may acquire a 50% interest.	Nuinsco to spend $C 250,000	100%
Stillwater (4)	Montana	1,400 ac	Drilling planned for 2005.	$200,000	0%
Total		91,077		$411,000

_______________

(1)

Our United States property interests are held in the form of unpatented lode mining claims. We control 100% of the mineral rights to these mining claims in which we have an ownership interest. The viability of unpatented mining claims is dependent upon inherent uncertainties and conditions which relate to:

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

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

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

d.	Timely annual payment of fees to the Bureau of Land Management (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 conflict with other claims not determinable from descriptions of record.

(2)	Our exploration budget will be funded from revenues, if any, or from future financings.

(3)	Combined budget for Lake Owen and Albany projects.

(4)	Trend may acquire a 50% interest in Aurora Metals (BVI) Limited’s Stillwater project by spending $2 million over 5 years. Trend does not currently own any interest in the Stillwater project. Trend’s budget for 2005 is $200,000.

Additionally, claim location notices or certificates must also be properly and timely filed and recorded for a valid unpatented mining claim pursuant to the 1872 Mining Law and applicable state statutes. Annual claim maintenance fees must also be paid (and proof of such payment timely filed and recorded). We have paid all annual fees to date and believe that the unpatented mining claims we own or control are valid and that the title to those claims is free from defects. However, we cannot make any assurance that the validity of our claims will not be contested by the federal government or challenged by third parties.

In Saskatchewan, we hold mineral interests by unpatented mining claims as well, but maintenance of such mining claims depends upon conducting annual work programs or paying an equivalent fee at the present rate of $C 12/hectare (equivalent to 10,000 square meters, 2.47105 acres or 0.003861 square miles) commencing the second year of tenure. Each claim has an anniversary date depending on when it was staked, and work can be grouped among contiguous claims. Saskatchewan provides a number of incentives for mineral exploration. If work or fees have not been conducted or paid by the anniversary date of the current year, then a cash deposit equivalent to the fee that had been due may be paid within 90 days after the anniversary date, and the claim will be valid for another year as long as twice as much work is conducted the following year, at which time a full refund of the cash deposit is granted. In addition, the province establishes a fund each year out of which it will match 25% of corporate exploration costs up to a total of $C100,000. If companies oversubscribe for amounts in the fund, then Saskatchewan allocates its matching funds proportionately. In theory, Trend could spend $C400,000 on exploration and receive a rebate of $C100,000.

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

Property	Federal Fees	County Fees	Provincial Fees or Assessment Work $US
Peter Lake	N/A	N/A	$101,039
Lake Owen/Albany	$75,125	$661	N/A
Stillwater	$8,176 (1)	$1,400	N/A
Cree Lake	N/A	N/A	$40,178 (2)
Total	$83,301	$2,061	$141,217

(1)	Plus $3,550/yr in advance minimum royalty payments to underlying owners

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

INSURANCE

Because Trend's properties are exploration stage projects, Trend does not currently carry insurance on any of its properties, but intends to insure Stillwater during the Summer 2005 drill program.

STILLWATER, MONTANA

Location and Access.

The Stillwater property is being explored for platinum group metals, copper, nickel and gold under terms under which Trend may acquire a 50% joint venture interest in mining claims held by Aurora Metals (BVI) Limited by spending $2 million over 5 years. Trend committed $100,000 to maintain its interest through 2005, but the Company intends to spend $200,000. Mining claims belonging to the Trend-Aurora Joint Venture at Stillwater lie approximately 90 miles west-southwest of Billings or 45 miles southwest of Columbus, Montana. From Columbus, drive south on State Highway 78 to Absarokee and a further 5 miles to a turnoff west onto State Highway 419. Stillwater Mining Company’s operations are located 29 miles southwest on Hwy 419, and the joint venture lands lie immediately south of the SMC fence line which crosses the southbound road in an east-west direction.

Title Status.

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

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

Exploration History.

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

Geology and Mineralization.

The Stillwater Complex, with a length of approximately 25 miles, 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 up on end, tilting to the north, and extending 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.

During the summer of 2005, the Company bore 3 diamond drill holes on this property. The Company did not reach its drilling target on 2 holes due to ground and drilling difficulties. The Company did reach its drilling target on one hole and mineralization did manifest, however, there are no reportable results at this time.

Exploration Plans.

Trend currently has plans for a drilling and sampling program during the summer of 2006 to continue search for larger concentrations of copper, nickel, platinum and palladium. The program will involve a re-examination of historical showings but most importantly some new drilling (approximately 6-8 holes) on highly prospective occurrences and deposits which have already been identified.

PETER LAKE, SASKATCHEWAN, CANADA

Location and Access

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

Title Status

The Peter Lake property consists of four mining claims covering 10,935 hectares (40 square miles). Three of Trend's claims were staked in September of 2004 and require no additional fees or assessment work until 2006, and the 2005 summer program will satisfy the 2006 requirement in advance. Trend retains one older claim, comprising 5,543 hectares (21 square miles). This claim remains valid because Trend paid $C66,516 in fees on March 16, 2005. This property has cost the Company $73,830 in staking expenses and recording fees.

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

Exploration History

The Peter Lake claims cover a portion of the Peter Lake Domain, a geologic province which hosts the second largest mafic layered intrusive rock complex in North America, the type of rock that sometimes contains copper, nickel, platinum and palladium mineralization such as at Stillwater. In 1982, exploration geologists from a number of mining and oil companies discovered copper, nickel, platinum, and palladium in samples from trenches 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. No detailed follow-up has ever been conducted.

Trend commenced earnest work in the district by staking its 3 new claims over some of the best historic showings in 2004. In late 2004 to early 2005, Inco (formerly known as International Nickel Company, one of the world’s largest producers of nickel), acquired ground adjacent to Trend and extending farther along the belt.

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 a large layered complex. 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 three 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 will be released shortly and is promised before June of 2005. Trend hopes to benefit from these expenditures but the data will become available only a few weeks before Trend’s field program begins, and it is not known in what format the data will be released or, for the geophysical data, how much time and expense might be needed to interpret it to Trend’s advantage.

Exploration Plans.

During the summer of 2005, Trend conducted geological studies of this property. Geologists have begun mapping and surface sampling. For the summer of 2006, Trend plans a broad reconnaissance program budgeted at $150,000 to $200,000 to search for larger concentrations of copper, nickel, platinum and palladium. The program will involve a re-examination of historical showings and a high degree of basic prospecting designed to assess the potential of the grounds controlled by Trend. Trend will also continue the mapping and sampling of the property begun in the summer of 2005.

LAKE OWEN AND ALBANY PROJECTS, WYOMING

Location and Access.

The Lake Owen platinum group metals and magnetite property is located in Albany County, Wyoming, in the Medicine Bow-Routt National Forest. It was expanded in 1999 when Trend staked the adjoining Albany claims; henceforth, these projects are jointly referred to as "Lake Owen." The Lake Owen property is located approximately 30 miles southwest of Laramie, Wyoming. More specifically, access to the property is gained by driving 24 miles west on State Highway 130, then 11 miles south on County Road 47, then 2 miles west on Primary USFS Road 517, and 2-1/2 miles south on USFS Secondary Road 540 to the parking lot at the Lake Owen recreational site. From there, a walk or drive on dirt roads 2 miles due west to the heart of the property.

Title Status.

Trend holds the Lake Owen and adjoining Albany properties by 601 unpatented mining claims. The project was acquired in March 2002 from predecessors in interest and remains subject to a 4% net profits royalty interest covering these claims. This property has cost the Company a total of $2,271,708 comprised of $1,943,079 to purchase the Lake Owen property, $324,550 in fees relating to Lake Owen, $3,275 in fees relating to Albany and $804 in filing and other expenses.

Exploration History

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

Chevron recognized that, like the South African Bushveld Complex, Lake Owen's layered rocks not only contained platinum group metal mineralization but concentrations of magnetite (iron oxide) mineralization as well. At the Bushveld complex, there were zones containing a very high percentage of magnetite which are mined solely to separate the magnetite. In turn, the magnetite at both the Bushveld Complex as well as Lake Owen contained not only iron (approximately 60% iron), but it also the potentially economic by-products titanium and vanadium.

During 2004, Trend commissioned a third party to conduct a study to determine whether Trend's existing drill and surface data suggested potential for economic iron, titanium or vanadium mineralization. Results of this study were mixed. Whereas the Bushveld's beds of high grade magnetite are economic, the limited Chevron data indicated grades of 12% magnetite over a number of selected higher magnetite layers. Based on the study, at levels of 12% magnetite, a mining operation could break even, but there would be no further revenues to repay capital investment or generate a return. Trend now intends to pursue both platinum group metal exploration as well as using detailed ground magnetic surveys to search for more selected zones of higher grade magnetite which might therefore support a stand alone mining operation. However, because there are no known reserves on this property, Trend’s plans are exploratory in nature.

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 platinum group metal zone has been traced for about six miles along strike. The middle platinum group metal zone is about 1,500 feet below the upper zone, while the lower platinum group metal zone is situated approximately 5,500 feet below the upper zone. Surface geochemical sampling identified one additional platinum group metal zone, although the outcrop exposure in this fourth zone is limited and the extent of the anomaly has not yet been defined. No detailed work has yet been conducted relating to the magnetic anomalies in direct respect to magnetite mineralization.

Trend hopes to utilize a geophysical survey in 2005 to begin an ongoing and much more thorough evaluation of the greater Lake Owen complex.

Exploration Plans.

Trend plans to spend $76,000 in 2005 to maintain its claims in this property. In May or June of 2006, Trend plans to spend approximately $24,000 to conduct a detailed ground magnetic survey at this property to further define both the location of potential platinum group metal bearing horizons as well as to search for zones containing higher grade magnetite mineralization which may have commercial potential. Trend also plans to conduct minor mapping and surveying activities that will cost approximately $50,000 - $75,000.

DIABASE PENINULAR, CREE LAKE ARE, SASKATCHEWAN, CANADA

In September 2004, Trend entered into a program to explore for uranium in Saskatchewan by acquiring exploration rights in the Cree Lake area of the Athabasca Basin. The Athabasca Basin hosts uranium deposits that are among the highest grade in the world and is the site for intensive uranium exploration activity. In December 2004, Trend announced that it had acquired additional lands located farther to the southwest along the same mineralized trend. Trend also announced in December 2004, that Nuinsco Resources Limited entered into an agreement with Trend whereby Nuinsco could acquire up to 50% in Trend's interests by spending $C 1 million over three years and taking over the day-to-day management of exploring these claims.

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

Location and Access

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

Title Status

The Cree Lake property now consists of eight mining claims covering 21,040 ha (52,000 acres or 81 square miles), two of which are owned outright by Trend, five of which were staked by Nuinsco on behalf of the joint venture, and one of which was leased by Trend in October 2004 from a Canadian individual. The two claims owned by Trend require no additional fees or work for 2005, but thereafter will be subject to a minimum work commitment (or fee in lieu of work) of $C30,516 ($US 24,200) per year. The claim that is leased by Trend (known as Diabase Peninsula and herein referred to as the Diabase Peninsula Lease) was staked in 2001 and carries a minimum work commitment (or fee) of $C20,172 ($US16,000) per year. Because of negotiations between the owner and Trend during the season in which field work could be done, no actual work was done on the claim in 2004, and thus Trend paid the fee in December 2004. Going forward, it will be Nuinsco who will be conducting exploration on all eight claims. Whereas the aggregate annual work commitment for the three claims commencing in 2006 will be $C252,240 ($US204,500), terms of the agreement with Nuinsco require Nuinsco to expend at a minimum $C250,000, $C350,000, and $C400,000 ($US198,000, $US277,000, and $US317,000) in 2005, 2006, and 2007, respectively. Expenditures exceeding the 2005 work requirement (~$C16,000) can be applied to future years, and thus the planned work program will maintain title to call the claims in good standing.

Terms of the Diabase Peninsula lease require that, in addition to the work commitment or government fee, Trend is to make property payments to the owner of $C15,000, $C20,000, and $C30,000 in each of the first three years, respectively (and Nuinsco will pay Trend 250,000 shares of freely trading Nuinsco stock, currently valued at $C.27/share or $C67,500, to offset this cost). Trend (and partner Nuinsco if Nuinsco vests its interest) may exercise its right to purchase the claims for $CDN 1 million any time during the first eight years of the option, at which time the property remains subject to a 3% gross royalty on any and all minerals produced. Under the terms of the Nuinsco agreement, should Nuinsco acquire its 50% interest, Nuinsco will become obligated to maintain the lease. In the meantime, Nuinsco has agreed to pay Trend 250,000 shares of Nuinsco common stock to offset the cost of Trend's making the three annual payments to the underlying landowner. This lease expires on September 2, 2012.

The Company has spent $4,783 on this property, comprised of staking and registration fees. Furthermore, Trend does not own or utilize any or its own plant or equipment. Any such plant and equipment is outsourced to third party contractors. Any power used on this property is produced by generators which operate on diesel fuel.

Exploration History

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

The Cree Lake area was explored in the late 1970s-early 1980s by Saskatchewan Mining Development Corporation (then a government corporation and predecessor to the publicly owned Cameco Corporation). It 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.

Geology and Mineralization

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

The Diabase Peninsula is known from earlier work to contain hydrothermally altered boulders of sandstone as well as being characterized by geophysical anomalies suggestive of a graphitic conductor at depth. Exploration programs will entail detailed geological mapping and extended geophysical surveys to identify drilling targets. Because this property is without any reserves, all programs are exploratory in nature.

Exploration Plans.

This past spring, Nuinsco completed a geophysical program designed to identify uranium targets for drilling. The program yielded favorable results, and follow-up drilling will commence in the fall of 2005. Trend plans to spend $600,000 for these follow-up operations.

MANAGEMENT

The following table sets forth the name, age and position of each of our officers and directors:

Name	Age	Position
Thomas Loucks	56	President, Chief Executive Officer and Director
John P. Ryan	43	Chief Financial Officer, Secretary, Treasurer and Director
Ishiung J. Wu	60	Chairman, Director
J. Michael Sharratt	75	Director
Jeffrey M. Christian	48	Director
Bobby E. Cooper	59	Director

Thomas Loucks became President and Chief Executive Officer of Trend in June 2004, and a member of the Board in August 2004. Mr. Loucks devotes all of his business time to his duties with Trend. He worked as an independent consultant to junior mining and other resource companies from January 2000 until August 2004. Prior to that, he was the Executive Vice President and Treasurer of Royal Gold, Inc. from 1991 until June 2000 and Vice President of Corporate Development of Royal Gold from August 1988 until 1991. Mr. Loucks is a Fellow of the Society of Economic Geologists, Inc., and a member of the Geological Society of America. He has both a B.A. and M.A. in Geology from Dartmouth College and a M.B.A. from Stanford University.

John P. Ryan has served as our Chief Financial Officer, Secretary, Treasurer and as a director since August 2000. Mr. Ryan devotes approximately 20 to 40 hours a month to the business of the Company. Mr. Ryan is a degreed mining engineer. Mr. Ryan has served as the Vice President of Corporate Development for Cadence Resources Corporation since September 1996, and is also currently serving as Secretary and a director of Cadence. Cadence is a publicly traded oil and gas exploration company. Since February 2004 he has served as an officer and director of White Mountain Titanium Corporation, a publicly traded mining exploration company. Other companies with which Mr. Ryan holds an officer and/or director position include Bio-Quant, Inc., Nevada-Comstock Mining Company, GreatWall Gold Corporation, High Plains Uranium, Inc., Sundance Diamonds Corporation and Dotson Exploration Company. Many of these companies have only minimal activity and require only a small amount of Mr. Ryan's time. Mr. Ryan is a former U.S. Naval Officer and obtained a B.S. in Mining Engineering from the University of Idaho and a Juris Doctor from Boston College Law School.

Ishiung J. Wu became a director of Trend in August 2000 and Chairman of the Board in May 2004. Other companies with which Dr. Wu holds an officer and/or director position include GreatWall Gold Corporation, High Plains Uranium, Inc. and IW Exploration Co. From June 1994 to January 2002, Dr. Wu was a director and Vice President of Acquisitions for General Minerals Corp., a natural resources public company of which he was a co-founder. From January 2000 to January 2002, Dr. Wu was also chairman of Xinjiang Towerbeck Mineral Joint Venture, a Chinese-Canadian joint venture. From 1974 to 1992, Dr. Wu worked for Kennecott (now a subsidiary of RTZ) and mineral subsidiaries of Exxon and Chevron at various positions in North and South Americas, including the Exploration Manager, Chile for Chevron. Dr. Wu holds an M.A. (1971) and Ph.D. (1975) in economic geology from Harvard University, where he was a Teaching Fellow in Geology from 1971 to 1973. He is also a Fellow of the Society of Economic Geologists.

J. Michael Sharratt became a member of the board directors in August 2000 and served as Trend's Chairman until May, 2004. He has been the president of Platina Minerals LLC, a private company that provides mineral consulting services, since 2000. Mr. Sharratt was a mineral consultant from 1998 to 2000. Mr. Sharratt served as vice chairman, from 1994 to 1997, and President, from 1992 to 1994, of Stillwater Mining Company. From 1976 to 1992, he also served as vice president and senior director of Mining and Minerals for Manville Corp., the co-developer of the Stillwater platinum/palladium mine in Montana. Mr. Sharratt is a member of the International Precious Metals Institute, where he serves as a director, as well as the Canadian Institute of Mining and Metallurgy and the Society of Mining Engineers.

Jeffrey M. Christian was elected to the board of directors in August 2000. Mr. Christian is the Managing Director of CPM Group. 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 and gas exploration company, and Chief Financial Officer and director of North American Emerald Mines, Inc., a exploration company.

Bobby E. Cooper became a director of Trend in July 2002. Mr. Cooper has over thirty years of mining industry experience. Prior to retiring in 1997, he was the chief executive officer and president of Kennecott Corporation, a mining company and a wholly owned subsidiary of Rio Tinto (RTZ), one of the world’s largest mining concerns. Before being named chief executive officer and president, Mr. Cooper held various other positions with Kennecott since 1983, including chief operating officer and vice president of U.S. Mines. Mr. Cooper is currently a director of 3L&T Corp., a private start-up chemical company.

EXECUTIVE COMPENSATION

Summary of Cash and Certain Other Compensation

The following sets forth the annual and long-term compensation for services in all capacities to Trend for the fiscal years ended September 30, 2004, 2003 and 2002 paid to our current Chief Executive Officer ("CEO") and previous CEO who served during the last completed fiscal year.

Summary Compensation Table

										Long Term Compensation
			Annual Compensation							Awards			Payouts
Name And Principal Position	Year		Salary⁽¹⁾ ($)		Bonus ($)		Other Annual Compensation ($)			Restricted Stock Award(s) ($)		Securities Under- Lying Options/ SARs (#)	LTIP Payouts ($)	All Other Compensation ($)

Thomas Loucks	2004	$	26,000		--		--		$	--	$	95,000	--	--
President and Chief
Executive Officer (1)

Kurt Hoffman	2004	$	36,000		--		--		$	--		--	--	--
President and Chief	2003	$	60,066	⁽²⁾	--	$	5,700	⁽³⁾	$	--		--	--	--
Executive Officer (2)	2002	$	88,000	⁽²⁾	--	$	5,700	⁽³⁾	$	--		--	--	--

______________

(1) Mr. Loucks became President and Chief Executive Officer of Trend in June 2004, replacing Mr. Hoffman.

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

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

Option Grants

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

Aggregated Option Exercises in Last Fiscal Year-End

and Fiscal Year-End Option Values Table

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

Number of Shares of

common stock Underlying

Unexercised Options

at Year End (September 30) 2004

Value of Unexercised

In-The-Money Options

at Year End (September 30

2004)⁽¹⁾

($)

Name

Shares

Acquired

Exercise

Value

Realized

($)

Exercisable

Unexercisable

Exercisable

Unexercisable

Thomas Loucks

$ --

250,000

Ishiung Wu

250,000

______________

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

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

Option/SAR Grants

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

Employment Agreements

When John P. Ryan became Trend's Chief Financial Officer, Secretary and Treasurer in July 2001, Trend and Mr. Ryan entered into an employment agreement under which Mr. Ryan received 7,500 shares per month of Trend's common stock. In the fiscal year 2001, Mr. Ryan received 44,667 shares of our common stock for services rendered and expenses incurred as our Chief Financial Officer, Secretary and Treasurer. In the fiscal year 2002, Mr. Ryan received 78,000 shares of our common stock for services rendered and expenses incurred as our Chief Financial Officer, Secretary and Treasurer. Beginning in September 2002, Mr. Ryan's agreement was revised. Pursuant to his revised employment agreement, Mr. Ryan receives $3,000 in cash per month for his services. If Trend cannot pay such amount in cash then, at his option, Mr. Ryan may convert the compensation owed him into restricted shares at the rate at which shares are or were most recently sold. In the fiscal year 2003, Mr. Ryan received 187,500 shares of our common stock for services rendered and expenses incurred as our Chief Financial Officer, Secretary and Treasurer. In fiscal year 2004 Mr. Ryan received $36,000 in cash compensation.

Director Compensation

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

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

Executive Officers

Our executive officers are Thomas Loucks, Chief Executive Officer and President and John Ryan, Chief Financial Officer, Secretary and Treasurer. Biographical information for Mr. Ryan and Mr. Hoffman is set forth above. Mr. Loucks devotes 100% of his business time to the affairs of the Company, and Mr. Ryan devotes approximately 25% of his time to the affairs of the Company.

PRINCIPAL SHAREHOLDERS

The following table sets forth, as of August 31, 2005, certain information regarding the ownership of voting securities of Trend by each stockholder known to our management to be (i) the beneficial owner of more than 5% of our outstanding common stock, (ii) our directors, (iii) our current executive officer named in the Summary Compensation Table and (iv) all executive officers and directors as a group. We believe that, except as otherwise indicated, the beneficial owners of the common stock listed below, based on information furnished by such owners, have sole investment and voting power with respect to such shares.

Name and Address of Beneficial Owner (1)	Amount and Nature of Beneficial Ownership	Percent of Outstanding Shares

Thomas Loucks (2)	1,445,000	3.81%

Jeffrey M. Christian (3)	225,630	*

Bobby E. Cooper	115,000	*

John P. Ryan (4)	1,187,000	3.25%

J. Michael Sharratt (5)	362,500	*

Ishiung J. Wu (6)	615,000	1.67%

All executive officers and directors as a group (6 persons) (7)	3,950,130	10.25%

5% Stockholders:

Thomas Kaplan (8) 154 West 18th Street New York, New York	14,567,854	32.45%

Howard Schraub c/o G. Howard Associates 525 East 72^nd Street, Suite 38G New York, NY 10021	3,208,479	8.56%

_______________

*	Less than 1%

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

2.	Includes 1,250,000 shares of common stock issuable upon exercise of options, 100,000 shares of common stock granted as compensation during January 2005 and not yet issued, and 45,000 shares of common stock to be issued in the future in connection with a $450,000 loan Mr. Loucks made to the Company in July 2005.

3.	Mr. Christian directly owns 107,000 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, 2,500 shares owned by Andover Capital of which Mr. Ryan is a 50% shareholder and his spouse is a 50% shareholder.

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

6.	Includes 400,000 shares of common stock issuable upon exercise of warrants.

These shares include 1,850,000 shares issuable pursuant to currently exercisable options, 145,000 common shares granted by the board and not yet issued, 40,000 shares owned by Nancy Martin, Mr. Ryan's spouse, 2,500 shares owned by Andover Capital of which Mr. Ryan is a 50% shareholder and his spouse is a 50% shareholder, of which Mr. Ryan is an affiliate and 118,630 shares owned by CPM Group.

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

SELLING SHAREHOLDERS

We issued to the selling shareholders notes convertible into common stock and warrants exercisable for the shares of common stock that are covered by this prospectus pursuant to a private placement that was consummated on January 27, 2005 and amended on July 28, 2005. This prospectus relates to the resale from time to time of up to a total of 16,239,008 shares of our common stock by the selling shareholders identified in this prospectus. Pursuant to the terms of the subscription agreement executed in connection with the private placement, we filed a registration statement, of which this prospectus constitutes a part, in order to permit the selling shareholders to resell to the public the shares of our common stock in connection with this transaction.

Pursuant to the subscription agreement, Trend issued to the selling stockholders notes in the aggregate principal amount of $1,300,000, convertible into 4,333,336 shares of common stock and Class A Warrants and Class B Warrants to purchase shares of its common stock. If all of the Warrants are exercised, Trend will issue 3,900,000 shares of its common stock. The Class A warrants are exercisable for five years at an exercise price of $0.50 per share. The Class B Warrants are exercisable until the one hundred eightieth (180th) day following the effective date of the registration statement of which this prospectus is a part and may be exercised at a price of $0.25 per share. The warrants contain cashless exercise provisions in the event that a registration statement providing for the resale of the shares is not effective.

Each of the directors and executive officers of Trend agreed to enter into a Limited Standstill Agreement in which each of the individuals agreed not to sell or transfer any shares of Trend's common stock held by such individual until the earlier of (A) one year following the effective date of the registration statement of which this prospectus is a part, and (B) the date all the shares have been sold.

Pursuant to a Pledge and Security Agreement dated as of January 27, 2005, we granted to the selling stockholders a security interest in all of our assets to secure the obligations under the notes. Pursuant to the Subscription Agreement with the selling stockholders, we were also required to file the registration statement of which this prospectus is a part providing for the resale of the shares issuable upon conversion of the notes and exercise of the warrants. In the event that the registration statement of which this prospectus is a part was not filed by March 28, 2005, declared effective by September 2, 2005 or the registration is not effective for more than 30 days in the aggregate per year, we must pay to the selling stockholders liquidated damages in the amount of 2% of the investment in us by each of the selling stockholders for each thirty days or portion thereof that the registration statement is not filed or not effective, as the case may be.

Pursuant to an Amendment, Waiver and Consent to Transaction Documents Agreement dated as of July 28, 2005, which amends the Subscription Agreement of January 27, 2005, as described above, for Trend to issue to a selling stockholder, Longview Fund, L.P., an additional $350,000 in convertible notes, convertible into 1,166,667 shares of common stock and Class A Warrants and Class B Warrants to exercisable into 1,050,001 shares of its common stock. The Class A warrants are exercisable for five years at an exercise price of $0.50 per share. The Class B Warrants are exercisable until the one hundred eightieth (180th) day following the effective date of the registration statement of which this prospectus is a part and may be exercised at a price of $0.25 per share. The warrants contain cashless exercise provisions in the event that a registration statement providing for the resale of the shares is not effective. Pursuant to the Amendment, we are also required to amend the registration statement filed pursuant to the Subscription Agreement dated as of January 27, 2005, by August 5, 2005 and to obtain effectiveness by September 2, 2005, otherwise, the liquidated penalty provisions pursuant to the January 27, 2005 financing also apply.

The following table sets forth the names of the selling shareholders, the number of shares of common stock beneficially owned by the selling shareholders as of August 31, 2005, the number of shares of common stock being offered by the selling shareholders, the number of shares of common stock each selling shareholder will beneficially own if the shareholder sells all of the shares being registered and the selling shareholder's percentage ownership of Trend common stock if all the shares in the offering are sold. The shares being offered hereby are being registered to permit public secondary trading, and the selling shareholders may offer all or part of the shares for resale from time to time. However, the selling shareholders are under no obligation to sell all or any portion of such shares nor are the selling shareholders obligated to sell any shares immediately under this prospectus. To prevent dilution to the selling security holders, the following numbers may change because of adjustments to reflect stock splits, stock dividends or similar events involving our common stock.

None of the selling shareholders have, nor within the past three years have had, any position, office or other material relationship with us or any of our predecessors or affiliates.

Selling Shareholders	Shares of common stock Beneficially Owned Prior to Offering (1)		Shares of common stock to be Sold (2)		Beneficial Ownership After Offering if All Shares are Sold		Percent of Class Owned After Offering if All Shares are Sold
Longview Fund, LP(2) (3)		4,750,002		6,000,003		0		0
Longview Equity Fund, LP (2) (4)		1,583,334		2,000,001		0		0
Longview International Equity Fund, LP (2) (5)		950,000		1,200,000		0		0
Camden International (2) (6)		1,583,334		2,000,001		0		0
Alpha Capital Aktiengesellschaft (2) (7)		1,583,334		2,000,001		0		0
Ghillie Finanz, AG (2) (8)		1,650,002		1,650,002		0		0
Howard Schraub (9)		950,000		1,200,000		0		0
Stephen Zahony (10)		26,500		26,500		0		0
Lloyd Clark (11)		112,500		112,500		0		0
Aurora Metals, Ltd. (12)		50,000		50,000		0		0
Totals		13,239,006		16,239,008		0		0

(1)	The terms of the notes and the warrants owned by the selling stockholders provide that no selling stockholder may convert or exercise the notes or warrants, respectively, for common stock if such conversion or exercise would result in such selling stockholder beneficially owning more than 4.99% of our outstanding common stock. Accordingly, while all shares that are potentially issuable to a selling stockholder upon conversion or exercise of the notes and warrants, respectively, are included in the number of shares beneficially owned, such selling stockholder would not be able to convert or exercise the note or warrant, respectively, held by such selling stockholder if such conversion or exercise would result in the selling stockholder owning in excess of 4.99% of our outstanding shares of common stock. Unless otherwise indicated, each selling shareholder has sole voting and investment power with respect to its shares of common stock. The inclusion of any shares in this table does not constitute an admission of beneficial ownership for the selling shareholder.
(2)	Pursuant to the subscription agreement between Trend and each of the selling stockholders, Trend is required to register 150% of the number of shares of common stock that the notes owned by the selling stockholders are currently exercisable for.
(3)	The controlling person of the selling stockholder is Peter T. Benz, Chairman and Managing Member, Viking Asset Management, LLC, as General Partner. Shares of common stock beneficially owned and to be sold consists of notes in the aggregate principal amount of $750,000, convertible into 2,500,001 shares of common stock and warrants to purchase 2,250,001 shares of common stock.
(4)	The controlling person of the selling stockholder is Wayne H. Coleson, CEO and CIO, Redwood Grove Capital Management, LLC as Investment Manager. Shares of common stock beneficially owned and to be sold consists of notes in the aggregate principal amount of $250,000, convertible into 833,334 shares of common stock and warrants to purchase 750,000 shares of common stock.
(5)	The controlling person of the selling stockholder is Wayne H. Coleson, CEO and CIO, Redwood Grove Capital Management, LLC as Investment Manager. Shares of common stock beneficially owned and to be sold consists of notes in the aggregate principal amount of $150,000, convertible into 500,000 shares of common stock and warrants to purchase 450,000 shares of common stock.
(6)	The controlling person of the selling stockholder is Mr. Anthony L.M. Inder-Reiden. Shares of common stock beneficially owned and to be sold consists of notes in the aggregate principal amount of $250,000, convertible into 833,334 shares of common stock and warrants to purchase 750,000 shares of common stock.
(7)	The controlling persons of the selling stockholder are Messrs. Konrad Ackerman and Rainer Posch. Shares of common stock beneficially owned and to be sold consists of notes in the aggregate principal amount of $250,000, convertible into 833,334 shares of common stock and warrants to purchase 750,000 shares of common stock.
(8)	Shares of common stock beneficially owned and to be sold consists of warrants to purchase 1,650,002 shares of common stock. The controlling person of the selling stockholder is Mr. Bratislav Jovanovic.
(9)	Shares of common stock beneficially owned and to be sold consists of notes in the aggregate principal amount of $150,000, convertible into 500,000 shares of common stock and warrants to purchase 450,000 shares of common stock.
(10)	Includes 2,500 shares of common stock beneficially owned and to be sold and 24,000 shares of common shares granted but not yet issued in lieu of $5,540 in compensation for geological consulting services performed.
(11)	Shares of common stock beneficially owned and to be sold.
(12)	The controlling person of the selling stockholder is Konrad Ackerman.

PLAN OF DISTRIBUTION

The selling shareholders may, from time to time, sell any or all of their shares of common stock or common stock issued upon exercise of the warrants being registered private placement on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling shareholders may use any one or more of the following methods when selling shares:

·	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

·	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

·	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

·	an exchange distribution in accordance with the rules of the applicable exchange;

·	privately negotiated transactions;

·	short sales (after this Registration Statement is declared effective);

·	broker-dealers may agree with the selling shareholders to sell a specified number of such shares at a stipulated price per share;

·	a combination of any such methods of sale; and

·	any other method permitted pursuant to applicable law.

The selling shareholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.

After this Registration Statement is declared effective, the selling shareholders may also engage in short sales against the box, puts and calls and other transactions in our securities or derivatives of our securities and may sell or deliver shares in connection with these trades.

Broker-dealers engaged by the selling shareholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling shareholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. Any profits on the resale of shares of common stock by a broker-dealer acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, attributable to the sale of shares will be borne by a selling shareholder. The selling shareholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares if liabilities are imposed on that person under the Securities Act.

The selling shareholders may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus after we have filed an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling shareholders to include the pledgee, transferee or other successors in interest as selling shareholders under this prospectus.

The selling shareholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the shares of common stock from time to time under this prospectus after we have filed an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling shareholders to include the pledgee, transferee or other successors in interest as selling shareholders under this prospectus.

The selling shareholders and any broker-dealers or agents that are involved in selling the shares of common stock may be deemed to be "underwriters" within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. The selling shareholders have advised us that they have acquired their securities in the ordinary course of business and they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their shares of common stock, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares of common stock by any selling shareholder. If we are notified by any selling shareholder that any material arrangement has been entered into with a broker-dealer for the sale of shares of common stock, if required, we will file a supplement to this prospectus. If the selling shareholders use this prospectus for any sale of the shares of common stock, they will be subject to the prospectus delivery requirements of the Securities Act.

We paid a finders fee to Ghillie Finanz, AG in connection with the January 27, 2005 placement consisting of (i) $169,000, (ii) a Class A warrant to purchase 650,000 shares of our common stock, and (iii) a Class B Warrant to purchase 650,000 shares of our common stock. The warrants have the same terms and conditions as the warrants issued to the investors in the January 27, 2005 placement. We have agreed to indemnify the selling shareholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

We are required to pay all fees and expenses incident to the registration of the shares of common stock. We have agreed to indemnify the selling shareholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

The anti-manipulation rules of Regulation M under the Securities Exchange Act of 1934 may apply to sales of our common stock and activities of the selling shareholders.

RELATED PARTY TRANSACTIONS

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

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

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

In January 2003, we issued 450,000 shares of our common stock to Mr. Ryan in exchange for 18,334 shares of common stock of Cadence Resources Corporation and 35,000 shares of the common stock of Western Goldfields, Inc. in an effort to gain shares with a higher liquidity that trade in a more viable trading market. The shares exchanged by Mr. Ryan had a market value of $93,000 at the time of the exchange. Mr. Ryan is one of our officers and a director and also an officer and director of Cadence Resources Corporation and a former director of Western Goldfields, Inc. We subsequently sold the 18,334 shares of the common stock of Cadence Resources Corporation for $23,084.50 and 5,000 shares of the common stock of Western Goldfields for $4,000. In July and September 2003, we sold 5,000 and 13,000 shares respectively of our Western Goldfields common stock to Cadence Resources Corporation for $19,000 cash. In September 2003, we transferred 12,000 shares of our Western Goldfields common stock to David Mooney, its chief geologist, for services valued at $23,400.

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

On February 12, 2004, Trend, Electrum and LCM Holdings reached an agreement to adjust the conversion terms of approximately $902,000 worth of debt outstanding to the lenders and the exercise prices and terms of any related warrants. In connection therewith, we paid $68,435.36 to Electrum and $23,784.67 to LCM Holdings. Pursuant to the February 12^th agreement, all of the debt now converts at the price of $1.25 into a unit consisting of one share and one warrant exercisable at $1.50 for a period of five years from the date of conversion. Further, the parties agreed to cancel all of the existing outstanding LCM and Electrum warrants and to reissue new warrants in accordance with the following table:

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

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

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

DESCRIPTION OF SECURITIES

Our authorized capital stock consists of 100,000,000 shares of common stock, par value $.01 per share, and 20,000,000 shares of preferred stock, par value $.01 per share. As of August 31, 2005, we had 36,527,715 shares of common stock issued and outstanding. Only one class of preferred stock has been designated. Included below is a summary description of only those warrants held by selling shareholders and we have not described any of our other outstanding warrants.

Common stock

The holders of the common stock are entitled to one vote for each share held of record on all matters submitted to a vote of shareholders. Accordingly, holders of a majority of the shares of common stock entitled to vote in any election of directors may elect all of the directors standing for election. Holders of common stock are entitled to receive ratably such dividends as may be declared by the Board out of funds legally available therefor. In the event of our liquidation, dissolution or winding up, holders of common stock are entitled to share ratably in the assets remaining after payment of liabilities. Holders of common stock have no preemptive, conversion or redemption rights. All of the outstanding shares of common stock are fully-paid and nonassessable.

Preferred Stock

Our Board of Directors may, without shareholder approval, establish and issue shares of one or more classes or series of preferred stock having the designations, number of shares, dividend rates, liquidation preferences, redemption provisions, sinking fund provisions, conversion rights, voting rights and other rights, preferences and limitations that our Board may determine. The Board may authorize the issuance of preferred stock with voting, conversion and economic rights senior to the common stock so that the issuance of preferred stock could adversely affect the market value of the common stock. The creation of one or more series of preferred stock may adversely affect the voting power or other rights of the holders of common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things and under some circumstances, have the effect of delaying, deferring or preventing a change in control without any action by shareholders.

Trend's Board of Directors has designated only one series of preferred stock. No shares of preferred stock of this series is currently outstanding.

Warrants

The warrants being registered on behalf of the selling shareholders are the Class A warrants and the Class B warrants issued to the selling stockholders in the January 27, 2005 private placement. The Class A warrants are exercisable for five years at an exercise price of $0.50 per share. The Class B Warrants are exercisable until the one hundred eightieth (180th) day following the effective date of the registration statement of which this prospectus is a part and may be exercised at a price of $0.25 per share. The warrants contain cashless exercise provisions in the event that a registration statement providing for the resale of the shares is not effective. The warrants may be exercised in whole or in part, subject to the limitations provided in the warrants. Any warrant holders who do not exercise their warrants prior to the conclusion of the exercise period will forfeit the right to purchase the shares of common stock underlying the warrants and any outstanding warrants will become void and be of no further force or effect. If at any time while any of the warrants are outstanding, Trend issues common stock, or securities convertible into common stock, to any person at a price per share of common stock less than the exercise price of the warrants, the per share exercise price of the warrants will be reduced to the purchase price per share of the subsequent issuance.

Holders of the warrants have no voting rights of a shareholder, no liquidation preference and no dividends will be declared on the warrants.

Election and Removal of Directors

Each of our directors serves for a term of one year or until his successor is elected and qualified if there is no annual meeting. At each annual meeting of shareholders, the successors to the then current directors whose terms are expiring are elected to serve for one-year terms. Directors may be removed at any special meeting of our shareholders upon a vote of two-thirds of the outstanding shares of stock entitled to vote for directors. Holders of our common stock and preferred stock vote together for directors, with each share of preferred stock having a number of votes equal to the number of shares of common stock into which it could then be converted.

Shareholder Meetings

Our bylaws provide that special meetings of shareholders may be called by our board of directors. In addition, upon the request of shareholders holding one-fifth of the voting power of all shareholders, the Secretary of our company is required to call a meeting of the shareholders. Finally, if no annual meeting of shareholders has taken place for a period of more than eighteen months, any shareholder may call a meeting of the shareholders of our company.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for our common stock is Corporate Stock Transfer, 3200 Cherry Creek South Drive, Denver, CO 80209 (303-282-4800, facsimile 303-777-3094).

LEGAL MATTERS

The validity of the shares of common stock offered in this prospectus has been passed upon for us by Troutman Sanders LLP, The Chrysler Building, 405 Lexington Avenue, New York, New York 10174.

EXPERTS

Our financial statements at September 30, 2004 and 2003 appearing in this prospectus have been audited by the accounting firm of Williams & Webster, P.S., Certified Public Accountants, 601 West Riverside, Suite 1970, Spokane, Washington 99201. These financial statements are included in this Prospectus in reliance upon the said report, given upon such firm’s authority as an expert in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form SB-2 with the SEC. This prospectus, which forms a part of that registration statement, does not contain all of the information included in the registration statement and the exhibits and schedules thereto as permitted by the rules and regulations of the SEC. For further information with respect to Trend Mining Company and the shares of common stock offered hereby, please refer to the registration statement, including its exhibits and schedules. Statements contained in this prospectus as to the contents of any contract or other document referred to herein are not necessarily complete and, where the contract or other document is an exhibit to the registration statement, each such statement is qualified in all respects by the provisions of such exhibit, to which reference is hereby made. You may review a copy of the registration statement at the SEC’s public reference room at 450 Fifth Street, N.W., Washington, D.C. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The registration statement can also be reviewed by accessing the SEC’s Internet site at http://www.sec.gov. We are subject to the information and reporting requirements of the Securities Exchange Act of 1934 and, in accordance therewith, file periodic reports, proxy statements or information statements, and other information with the SEC. These reports can also be reviewed by accessing the SEC’s Internet site.

You should rely only on the information provided in this prospectus, any prospectus supplement or as part of the registration statement Filed on Form SB-2 of which this prospective is a part, as such registration statement is amended and in effect with the SEC. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus, any prospectus supplement or any document incorporated by reference is accurate as of any date other than the date of those documents.

Index to Financial Statements

Unaudited Financial Statements for the three and nine months ended June 30, 2005
Balance Sheets as of June 30, 2005 and September 30, 2004	F-2

Statements of Operations for the three and nine month periods ended June 30, 2005,
and 2004 and the period from October 1, 1996 to June 30, 2005	F-3

Statement of Stockholders’ Equity (Deficit) as of October 1, 1996, September 30, 1997,
September 31, 1998, September 30, 1999, September 30, 2000, September 30, 2001,
September 30, 2002, September 30, 2003, September 30, 2004 and June 30, 2005	F-4

Statements of Cash Flows for the nine month periods ending June 30, 2005 and 2004,
and the period from October 1, 1996 to June 30, 2005	F-10

Notes to the Financial Statements as of June 30, 2005	F-12

Audited Financial Statements for the fiscal year ended September 30, 2004
Independent Auditor’s Report	F-18

Balance Sheets as of September 30, 2004 and 2003	F-19

Statements of Operations for the years ended September 30, 2004 and 2003,
and the periods from October 1, 1996 to to September 30, 2004 and 2003	F-20

Statement of Stockholders’ Equity (Deficit) as of October 1, 1996, September 30, 1997,
September 31, 1998, September 30, 1999, September 30, 2000, September 30, 2001,
September 30, 2002, September 30, 2003 and September 30, 2004	F-21

Statements of Cash Flows for the years ended September 30, 2004 and 2003,
and the periods from October 1, 1996 to September 30, 2004 and 2003	F-23

Notes to the Financial Statements as of September 30, 2004	F-25

F-1

TREND MINING COMPANY

(An Exploration Stage Company)

BALANCE SHEETS

	June 30, 2005 (unaudited) Restated			September 30, 2004 Restated
ASSETS

CURRENT ASSETS
Cash	$	116,867		$	8,313
Prepaid expenses		27,036			2,948
Purchase deposit		300,000			—
TOTAL CURRENT ASSETS		443,903			11,261

MINERAL PROPERTIES		—			—

PROPERTY AND EQUIPMENT, net of depreciation		7,132			6,631

OTHER ASSETS
Reclamation bond		6,500			—

TOTAL ASSETS	$	457,535		$	17,892

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable	$	61,024		$	205,686
Accrued expenses		71,618			75,780
Interest payable		238,171			125,561
Loans payable to stockholders		1,047,857			1,032,857
Current portion of long-term debt		549,187			—
TOTAL CURRENT LIABILITIES		1,967,857			1,439,884

LONG-TERM DEBT, net of current portion		56,052			—

COMMITMENTS AND CONTINGENCIES		—			—

STOCKHOLDERS' DEFICIT
Preferred stock, $0.01 par value, 20,000,000 shares authorized; 0 and 1 share issued and outstanding, respectively		—			—
Common stock, $0.01 par value, 100,000,000 shares authorized; 36,275,215 and 35,967,715 shares issued and outstanding, respectively		362,752			359,677
Additional paid-in capital		8,000,432			7,518,815
Stock options and warrants		1,493,680			974,268
Pre-exploration stage accumulated deficit		(558,504	)		(558,504	)
Accumulated deficit during exploration stage		(10,864,734	)		(9,716,248	)

TOTAL STOCKHOLDERS' DEFICIT		(1,566,374	)		(1,421,992	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	457,535		$	17,892

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

F-2

TREND MINING COMPANY

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS

	Three Months Ended June 30, 2005 (unaudited)			Three Months Ended June 30, 2004 (unaudited)			Nine Months Ended June 30, 2005 (unaudited)			Nine Months Ended June 30, 2004 (unaudited) Restated			Period from October 1, 1996 (Inception of Exploration Stage) to June 30, 2005 (unaudited) Restated

REVENUES	$	—		$	—		$	—		$	—		$	—

EXPENSES
Exploration expense		48,088			—			147,981			—			3,076,856
General and administrative		50,177			107,433			136,371			152,155			2,714,519
Consulting		74,201			—			167,372			—			167,372
Officers and directors compensation		32,000			44,600			89,000			119,700			1,748,190
Legal and professional		26,482			156,380			108,428			234,012			1,514,307
Depreciation		668			690			2,661			2,069			54,537
Total Expenses		231,616			309,103			651,813			507,936			9,275,781

OPERATING LOSS		(231,616	)		(309,103	)		(651,813	)		(507,936	)		(9,275,781	)

OTHER INCOME (EXPENSE)
Dividend and interest income		3,660			—			4,479			—			10,877
Gain (loss) on disposition and impairment of assets		—			—			—			—			(177,519	)
Gain (loss) on investment sales		—			(40,500	)		—			(40,383	)		(63,813	)
Financing expense		(142,945	)		—			(436,572	)		—			(1,571,685	)
Interest expense		(56,850	)		(22,573	)		(127,395	)		(67,221	)		(443,531	)
Miscellaneous income		—			—			—			139			26,757
Forgiveness of debt		—			—			62,815			—			629,961
Total Other Income (Expense)		(196,135	)		(63,073	)		(496,673	)		(107,465	)		(1,588,953	)

LOSS BEFORE INCOME TAXES		(427,751	)		(372,176	)		(1,148,486	)		(615,401	)		(10,864,734	)

INCOME TAXES		—			—			—			—			—

NET LOSS		(427,751	)		(372,176	)		(1,148,486	)		(615,401	)		(10,864,734	)

OTHER COMPREHENSIVE INCOME (LOSS)
Change in market value of investments		—			(33,030	)		—			(1,800	)		1,800	)

NET COMPREHENSIVE LOSS	$	(427,751	)	$	(405,206	)	$	(1,148,486	)	$	(617,201	)	$	(10,862,934	)


BASIC AND DILUTED NET LOSS PER SHARE	$	(0.01	)	$	(0.01	)	$	(0.03	)	$	(0.02	)

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING		36,275,215			34,556,585			36,100,771			33,671,585

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

F-3

TREND MINING COMPANY

(An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

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

Balance, October 1, 1996		1,754,242	$	17,542	$	663,218	$	—	$	(558,504	)	$	—	$	122,256

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

Net loss for the year ended September 30, 1997		—		—		—		—		(128,614	)		—		(128,614	)

Balance, September 30, 1997		1,999,753		19,997		783,519		—		(687,118	)		—		116,398

Issuance of common stock as follows:
- for mineral property at $0.50 per share		150,000		1,500		73,500		—		—			—		75,000
- for lease termination at $0.50 per share		12,000		120		5,880		—		—			—		6,000
- for debt at $0.50 per share		80,000		800		39,200		—		—			—		40,000
- for cash at $0.20 per share		7,500		75		1,425		—		—			—		1,500
- for compensation at $0.50 per share		9,000		90		4,410		—		—			—		4,500

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

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

Change in market value of investments		—		—		—		—		—			117,080		117,080

Balance, September 30, 1998		2,258,253	$	22,582	$	907,934	$	2,659	$	(806,281	)	$	117,080	$	243,974

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

F-4

TREND MINING COMPANY

(An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) (Continued)



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

Balance, September 30, 1998		2,258,253	$	22,582	$	907,934	$	2,659	$	(806,281	)	$	117,080		$	243,974

Common stock issuances as follows:
- for cash at an average of $0.07 per share		555,000		5,550		35,450		—		—			—			41,000
- for prepaid expenses at $0.33 per share		50,000		500		16,000		—		—			—			16,500
- for consulting services at an average of
$0.20 per share		839,122		8,391		158,761		—		—			—			167,152
- for mineral property at $0.13 per share		715,996		7,160		82,470		—		—			—			89,630
- for officers' compensation at an average of
$0.24 per share		300,430		3,004		70,522		—		—			—			73,526
- for debt, investment and expenses at $0.30 per share		9,210		92		2,671		—		—			—			2,763
- for directors' compensation at an average
of $0.25 per share		16,500		165		3,960		—		—			—			4,125
- for rent at $0.25 per share		1,000		10		240		—		—			—			250
- for equipment at $0.30 per share		600,000		6,000		174,000		—		—			—			180,000

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

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

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

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

F-5

TREND MINING COMPANY

(An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) (Continued)

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

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

Common stock and option issuances as follows:
- for employee, officer and director
Compensation at an average of
$0.61 per share		231,361			2,314		140,446		15,820			—			—			158,580
- for officers' and directors' compensation
At an average of $1.19 per share		11,500			115		13,615		—			—			—			13,730
- for services at an average of $0.47 per share		530,177			5,302		246,333		—			—			—			251,635
- for mineral property at $0.89 per share		1,000,000			1,000		88,000		—			—			—			89,000
- for investments at $0.33 per share		200,000			2,000		64,000		—			—			—			66,000
- for cash at $0.08 per share		456,247			4,562		28,969		—			—			—			33,531
- for cash, options and warrants		100,000			10,000		2,414		87,586			—			—			100,000
- for incentive fees at $0.33 per share		65,285			653		20,891		—			—			—			21,544
- for deferred mineral property acquisition
costs at $0.13 per share		129,938			1,299		14,943		—			—			—			16,242
- for modification of stockholder agreement
At $0.60 per share		200,000			2,000		118,000		30,000			—			—			150,000
- for modification of stockholder agreement		—			—		4,262		10,379			—			—			14,641
-from exercise of options at $0.12 per share		9,962,762			99,628		1,103,016		(37,524	)		—			—			1,165,120

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

Miscellaneous common stock adjustments		(5	)		—		—		—			—			—			—

Net loss for the year ended September 30, 2000		—			—		—		—			(2,186,541	)		—			(2,186,541	)

Other comprehensive income (loss)		—			—		—		—			—			(38,314	)		(38,314	)

Balance, September 30, 2000		18,232,776		$	182,327	$	3,296,897	$	118,920		$	(3,709,581	)	$	(413	)	$	(111,850	)

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

F-6

TREND MINING COMPANY

(An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) (Continued)

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

Balance, September 30, 2000		18,232,776	$	182,327	$	3,296,897	$	118,920		$	(3,709,581	)	$	(413	)	$	(111,850	)

Common stock and option issuances as follows:
- for cash of $1.00 per share		192,000		1,920		190,080		—			—			—			192,000
- for cash and consulting services from
options for $0.39 per share		33,333		333		12,737		(3,070	)		—			—			10,000
- for services at an average of $0.92 per share		13,700		137		12,463		—			—			—			12,600
- for officer and employee compensation at
$1.13 per share		5,200		52		5,828		—			—			—			5,880
- for payment of accrued officer's compensation
at $1.35 per share		10,000		100		13,400		—			—			—			13,500
-for consulting services at an average of $0.77 per share		45,461		455		34,247		—			—			—			34,702
- for directors' compensation at $0.85 per share		75,000		750		63,000		—			—			—			63,750
- for modification of contract at $0.78 per share		3,000		30		2,310		—			—			—			2,340
- for interest payment on contract
at an average of $0.80 per share		10,000		100		7,900		—			—			—			8,000
- for mineral property expenses at $0.85 per share		1,000		10		840		—			—			—			850
- for debt at $1.00 per share		134,500		1,345		133,155		—			—			—			134,500

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

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

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

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

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

F-7

TREND MINING COMPANY

(An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) (Continued)

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

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

Common stock issuances as follows:
- for cash at $0.10 per share		2,500,000		25,000		225,000		—			—			—		250,000
- for a note payable at $1.00 per share		25,000		250		24,750		—			—			—		25,000
- for consulting fees payable at $0.55 per share		12,536		126		6,769		—			—			—		6,895
- for mineral properties at $0.70 per share		1,100,000		11,000		759,000		—			—			—		770,000
- for services at an average of $0.49 per share		112,500		1,125		53,625		—			—			—		54,750
- for financing expense at an average of $0.44 per share		82,429		824		35,369		—			—			—		36,193

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

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

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

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

Net loss for the year ended September 30, 2002		—		—		—		—			(1,168,171	)		—		(1,168,171	)
Balance, September 30, 2002		22,588,435		225,884		5,012,133		1,383,042			(8,315,106	)		—		(1,694,046	)

Common stock issuances as follows:
- miscellaneous common stock adjustment		29,555		296		—		—			—			—		296
- for cash at $0.10 per share		5,500,000		55,000		495,000		—			—			—		550,000
- for consulting services at an average of $0.15 per share		1,763,779		17,638		243,362		—			—			—		261,000
- for loans payable at an average of $0.10 per share		369,160		3,692		33,225		—			—			—		36,917
- for prior period services at an average of $.13 per share		245,000		2,450		30,550		—			—			—		33,000
- for investments at $0.21 per share		450,000		4,500		88,668		—			—			—		93,168
- to officers and directors for services at $.10 per share		1,423,156		14,231		129,025		—			—			—		143,256
- penalty shares at $.26 per share		860,000		8,600		215,000		—			—			—		223,600

Change in market value of investments		—		—		—		—			—			1,800		1,800

Net loss for the year ended September 30, 2003		—		—		—		—			(966,958	)		—		(966,958	)
Balance, September 30, 2003		33,229,085	$	332,291	$	6,246,963	$	1,383,042		$	(9,282,064	)	$	1,800	$	(1,317,968	)

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

F-8

TREND MINING COMPANY

(An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) (Continued)

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

Balance, September 30, 2003	$	33,229,085	$	332,291	$	6,246,963	$	1,383,042		$	(9,282,064	)	$	1,800		$	(1,317,968	)

Common stock issuances as follows:
- for cash at $0.20 per share		1,675,000		16,750		318,250		—			—			—			335,000
- for consulting services at an average of $0.35 per share		162,500		1,625		54,800		—			—			—			56,425
- for accounts payable at an average of $.24 per share		626,130		6,261		144,584		—			—			—			150,845
- for investments at $0.20 per share		125,000		1,250		23,750		—			—			—			25,000
- to officers and directors for services at $.12 per share		150,000		1,500		16,500		—			—			—			18,000

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

Options issued to officers and directors for services		—		—		—		95,000			—			—			95,000

Gain on sale of internal securities		—		—		210,194		—			—			—			210,194

Change in market value of investments		—		—		—		—			—			(1,800	)		(1,800	)

Net loss for the year ended September 30, 2004 (restated)		—		—		—		—			(992,688	)		—			(992,688	)

Balance, September 30, 2004 (Restated)		35,967,715		359,677		7,518,815		974,268			(10,274,752	)		—			(1,421,992	)

Common stock issuances as follows:
- for accounts payable at an average of		10,000		100		3,700		—			—			—			3,800
$.38 per share
- for services at an average of $.29 per share		297,500		2,975		84,035		—			—			—			87,010

Convertible debt issuance:
- class A warrants at $0.15 per share		—		—		—		341,801			—			—			341,801
- class B warrants at $0.08 per share								187,748						—			187,748
- beneficial conversion rights at $0.19 per share		—		—		383,745		—			—			—			383,745

Expired options and warrants		—		—		10,137		10,137			—			—			—

Net loss for the period ended June 30, 2005 (unaudited)		—		—		—		—			(1,148,486	)		—			(1,148,486	)

Balance, June 30, 2005 (unaudited and restated)		36,275,215	$	362,752	$	8,000,432	$	1,493,680		$	(11,423,238	)	$	—		$	(1,566,374	)

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

F-9

TREND MINING COMPANY

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

	Nine Months Ended June 30, 2005 (unaudited)			Nine Months Ended June 30, 2004 (unaudited) Restated			Period from October 1, 1996 (Inception of Exploration Stage) to June 30, 2005 (unaudited) Restated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,148,486	)	$	(615,401	)		(10,864,734	)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation		2,661			2,069			54,537
Amortization of debt discount		369,372			—			369,372
(Gain)/loss on investment sales		—			40,383			68,969
Loss on disposition and impairment of assets		—			—			185,891
Gain on sale of mineral property claims for securities		—			—			(500	)
Gain on trade-in of property and equipment		—			—			(7,872	)
Gain on forgiveness of debt		(62,815	)		—			(201,581	)
Interest expense forgiven by shareholders		—			—			20,848
Common stock issued for services
and expenses		87,010			92,425			1,070,984
Common stock issued for payables		3,800			—			223,456
Common stock and options issued as compensation		—			—			977,375
Stock options and warrants issued for financing activities		—			—			822,257
Common stock issued for investments		—			—			93,168
Common stock and warrants issued to acquire mineral
property options		—			—			1,114,873
Warrants issued for consulting fees		—			—			170,521
Common stock issued for incentive fees		—			—			21,544
Investment traded for services		—			—			45,939
Changes in assets and liabilities:
Inventory		—			—			857
Accounts payable		(81,848	)		149,065			233,610
Accounts payable - checks in excess of bank balance		—			(3,297	)		7
Accrued expenses		(4,162	)		77,700			(2,567	)
Prepaid expenses		(24,088	)		—			(24,088	)
Purchase deposits		(300,000	)		—			(300,000	)
Reclamation bond		(6,500	)		—			(6,500	)
Interest payable		112,610			(27,972	)		212,113
Net cash used by operating activities		(1,052,446	)		(285,028	)		(5,721,521	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of equipment		—			—			35,126
Proceeds from sale of mineral property		—			—			20,000
Purchase of furniture and equipment		(3,162	)		—			(49,215	)
Proceeds from investments sold		—			15,000			183,161
Net cash provided by investing activities		(3,162	)		15,000			189,072

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

F-10

Nine Months

Ended

June 30,

2005

(unaudited)

Nine Months

Ended

June 30,

2004

(unaudited)

Restated

Period from

October 1, 1996

(Inception of

Exploration
Stage)

June 30,

2005

(unaudited)

Restated

CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on notes payable and short-term borrowings		(81,250	)		(112,500	)		(205,806	)
Proceeds from internal securities sale		—			210,194			210,194
Sale of warrants for common stock		—			—			10,000
Proceeds from borrowings		1,245,412			47,500			2,714,569
Sale of common stock, subscriptions
and exercise of options		—			325,000			2,693,151
Issuance of penalty shares		—			—			223,600
Net cash provided by financing activities		1,164,162			470,194			5,645,708

NET INCREASE IN CASH		108,554			200,166			113,260

CASH, BEGINNING OF PERIOD		8,313			2,558			3,607

CASH, END OF PERIOD	$	116,867		$	202,724		$	116,867

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	—		$	95,194		$	98,706
Income taxes paid	$	—		$	—		$	—

NON-CASH FINANCING AND INVESTING ACTIVITIES:
Common stock and warrants issued to acquire
mineral properties	$	—		$	—		$	344,873
Common stock issued to acquire mineral property	$	—		$	—		$	845,000
Common stock issued for acquisition of
mining equipment	$	—		$	—		$	180,000
Common stock issued for services and expenses	$	87,010		$	56,425		$	1,070,984
Common stock issued for investment	$	—		$	25,000		$	185,168
Common stock issued for payables and accrued expenses	$	3,800		$	—		$	223,456
Common stock issued for incentive fees	$	—		$	—		$	21,544
Common stock and options issued as compensation	$	—		$	—		$	977,375
Options and warrants issued for expenses	$	—		$	36,000		$	36,000
Stock options and warrants issued for financing activities	$	93,825		$	—		$	916,082
Beneficial conversion rights on convertible debt	$	77,158		$			$	77,158
Warrants issued for consulting fees	$	—		$	—		$	170,521
Deferred acquisition costs on mining property	$	—		$	—		$	46,242
Purchase of equipment with financing agreement	$	—		$	—		$	21,814
Investments received for mineral property	$	—		$	—		$	5,500
Investments traded for services	$	—		$	—		$	45,939
Equipment for loans payable	$	—		$	—		$	4,500

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

F-11

TREND MINING COMPANY

(An Exploration Stage Company)

CONDENSED NOTES TO THE FINANCIAL STATEMENTS

June 30, 2005

NOTE 1 - BASIS OF PRESENTATION OF UNAUDITED INTERIM FINANCIAL INFORMATION

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with instructions to Form 10-QSB pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information required by accounting principles generally accepted in the United States of America for complete financial statements.

The accompanying financial statements should be read in conjunction with the audited financial statements of the Company included in the Company's September 30, 2004 Annual Report on Form 10-KSB.

In the opinion of management, all adjustments, consisting only of normal recurring accruals considered necessary for a fair presentation, have been included. The results of operations for the nine-month period ended June 30, 2005 are not necessarily representative of operating results to be expected for the entire fiscal year.

NOTE 2 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Trend Mining Company (formerly Silver Trend Mining Company) (“the Company” or “Trend”) was incorporated on September 7, 1968 under the laws of the State of Montana for the purpose of acquiring, exploring and developing mining properties. From 1984 to late 1996, the Company was dormant. In November 1998, the Company changed its focus to exploration for platinum and palladium related metals primarily in the United States. In February of 1999, the Company changed its name to Trend Mining Company to better reflect the Company’s change of focus and diversification into platinum group metals. In 2004, the Company further diversified into uranium properties although actual exploration has not yet commenced. The Company conducts operations primarily from its offices in Littleton, Colorado. The Company has a September 30 fiscal year-end.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Accounting for Convertible Notes and Securities with Beneficial Conversion Features

Following guidance provided by EITF 00-27, the Company allocates proceeds received from convertible notes and/or securities first to warrants granted the note holders. The value of the warrants and the beneficial conversion feature are recorded on the balance sheet as a debt discount and as an increase to shareholders’ equity. The discounts are amortized over the life of the loans.

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.

F-12

Going Concern

As shown in the accompanying financial statements, the Company has limited cash, has negative working capital, has no revenues, and has accumulated deficits of $1,148,486. 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 is actively seeking additional capital. In addition to its operating expenses which average approximately $40,000 per month, management’s plans for the next twelve months include approximately $600,000 of cash expenditures for exploration activity on the Lake Owen, Peter Lake, and new Stillwater properties.

The Company’s management believes that it will generate sufficient cash from a public or private debt or equity financing in order for the Company to continue to operate based on current expense projections. However, management is unable to provide assurances that it will be successful in obtaining sufficient sources of capital.

Impaired Asset Policy

The Company adopted Financial Accounting Standards Board Statement No. 144, “Accounting for Impairment or Disposal of Long-Lived Assets.” In complying with these standards, the Company reviews its long-lived assets quarterly to determine if any events or changes in circumstances have transpired which indicate that the carrying value of its assets may not be recoverable. The Company determines impairment by comparing the undiscounted future cash flows estimated to be generated by its assets to their respective carrying amounts whenever events or changes in circumstances indicate that an asset may not be recoverable. The amount of loss, if any, is measured by the amount that the carrying value of the long-lived asset exceeds its fair value in accordance with SFAS No. 144. Properties are acquired and recorded at fair values negotiated in arm’s length transactions. The Company expenses the exploration and maintenance of its properties and claims. If results of exploration warrant an assessment of the carrying value of a mineral property’s acquisition cost, or if the Company has an indication that a property’s recorded fair value has declined, such costs will be reviewed and the related impairment, if any, will be recognized at that time.

Mineral Properties

The Company capitalizes only amounts paid in cash or stock as consideration for the acquisition of real property. Properties are acquired and recorded at fair values negotiated in arm’s length transactions. Costs and fees paid to locate and maintain mining claims, to acquire options to purchase claims or properties, and to maintain the mineral rights and leases, are expensed as incurred.

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

Option and Warrant Fair Value Calculations

The Company utilizes the Black-Scholes valuation model to calculate the fair value of options and warrants issued for financing, acquisition, compensation and payment for services. The parameters used in such valuations include a risk free rate of 5%, the assumption that no dividends are paid, exercise periods ranging from 1 week to 3 years, depending upon the terms of the instrument issued, and a volatility factor for 2004 of 91%, which is calculated annually based on estimates of expected volatility, in accordance with Statement of Financial Accounting Standards No. 123.

Recent Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 153. This statement addresses the measurement of exchanges of nonmonetary assets. The guidance in APB Opinion No. 29, “Accounting for Nonmonetary Transactions,” is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The guidance in that opinion; however, included certain exceptions to that principle. This statement amends Opinion 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetrary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. This statement is effective for financial statements for fiscal years beginning after June 15, 2005. Earlier application is permitted for nonmonetary asset exchanges incurred during fiscal years beginning after the date of this statement is issued. Management believes the adoption of this statement will have no impact on the financial statements of the Company.

F-13

In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 152, which amends FASB statement No. 66, “Accounting for Sales of Real Estate,” to reference the financial accounting and reporting guidance for real estate time-sharing transactions that is provided in AICPA Statement of Position (SOP) 04-2, “Accounting for Real Estate Time-Sharing Transactions.” This statement also amends FASB Statement No. 67, “Accounting for Costs and Initial Rental Operations of Real Estate Projects,” to state that the guidance for (a) incidental operations and (b) costs incurred to sell real estate projects does not apply to real estate time-sharing transactions. The accounting for those operations and costs is subject to the guidance in SOP 04-2. This statement is effective for financial statements for fiscal years beginning after June 15, 2005. Management believes the adoption of this statement will have no impact on the financial statements of the Company.

In December 2004, the Financial Accounting Standards Board issued a revision to Statement of Financial Accounting Standards No. 123R, “Accounting for Stock Based Compensations.” This statement supercedes APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and its related implementation guidance. This statement establishes standards for the accounting for 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 focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. This statement does not change the accounting guidance for share based payment transactions with parties other than employees provided in Statement of Financial Accounting Standards No. 123. This statement does not address the accounting for employee share ownership plans, which are subject to AICPA Statement of Position 93-6, “Employers’ Accounting for Employee Stock Ownership Plans.” 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 November 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 151, Inventory Costs— an amendment of ARB No. 43, Chapter 4. This Statement amends the guidance in ARB No. 43, Chapter 4, “Inventory Pricing,” to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter 4, previously stated that “. . . under some circumstances, items such as idle facility expense, excessive spoilage, double freight, and rehandling costs may be so abnormal as to require treatment as current period charges. . . .” This Statement requires that those items be recognized as current-period charges regardless of whether they meet the criterion of “so abnormal.” In addition, this Statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. This statement is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. Management does not believe the adoption of this Statement will have a material impact on the Company as the Company does not anticipate maintaining inventory.

Reclassification

Certain amounts from current and prior periods have been reclassified to conform to the current period presentation. These reclassifications have not resulted in any changes to the Company’s accumulated deficit or net losses presented.

F-14

NOTE 4 - RELATED PARTY TRANSACTIONS

Notes Payable - Shareholders

The following summarizes activity of loan amounts due to shareholders (all of which are unsecured) since September 30, 2004:

Notes Payable as of September 30, 2004	$	1,032,857
Additions		15,000
Repayments		—
Notes Payable as of June 30, 2005	$	1,047,857

NOTE 5 - CONVERTIBLE BRIDGE LOANS

2004 Convertible Bridge Loans

On December 8, 2004, the Company sold, in anticipation of a larger subsequent offering, three year notes in the amount of $250,000 which are convertible into common shares of the Company at the rate of one share for each $0.30 of principal and interest. In addition, the note holders received warrants which allow them to purchase an additional 750,000 common shares of the company at varying prices between $0.25 and $0.50 per share. The fair value of the warrants was estimated using the Black Scholes Option Price Calculation. The following assumptions were made to value the warrants: strike prices of $0.25 and $0.50, risk free interest rate of 5%, expected lives of one to five years, and expected volatility of 78% with no dividends expected to be issued. The value of the warrants totaled $93,825 at the issuance date and are recorded on the balance sheet as a debt discount. Additionally, the conversion feature of the notes resulted in a beneficial conversion amount of $77,158.

Following guidance provided by EITF 00-27, the Company allocated proceeds first to the warrants granted the note holders. The value of the warrants and the beneficial conversion feature are recorded on the balance sheet as a debt discount and as an increase to shareholders equity. The discounts are being amortized over three years, the life of the loan. The Company paid financing fees of approximately $53,000 in connection with the offering; these fees are being amortized over three years, the life of the loan.

As of March 31, 2005, these loans were retired upon finalizing of the anticipated subsequent debt offering (described below) and the related debt discount amounts have been incorporated into that offering.

2005 - Convertible Debt

In January 2005, the Company completed a private placement of secured, convertible promissory notes in the amount of $1,300,000. This offering retired, replaces and supersedes the terms of the $250,000 offering of December 8, 2004. As part of this offering, the Company issued promissory notes (“Notes”) due on January 28, 2008, bearing interest at a rate per annum equal to the “prime rate,” plus 3% percent but not less than 10%, with principal and interest payable monthly starting June 1, 2005. The promissory notes are convertible into shares of the Company’s common stock at a rate of one share for each $0.30 of principal and interest outstanding. Additionally, the Company issued two series of warrants (Class A and Class B) with the promissory notes. The Class A warrants allow for the purchase of up to 1,733,333 shares of the Company’s common stock at an exercise price of $0.50 per share and Class B warrants allow for the purchase of up to 2,166,667 shares of common stock at an exercise price of $0.25 per share. The Class A warrants have a maturity of five years and the Class B warrants expire 120 days after the Company files a registration statement registering the shares issuable upon conversion of the notes and exercise of the warrants.

In March 2005, the Company completed a private placement of secured, convertible promissory notes in the amount of $150,000. As part of this offering, the Company issued promissory notes (“Notes”) due on January 28, 2008, bearing interest at a rate per annum equal to the “prime rate,” plus 3% percent but not less than 10%, with principal and interest payable monthly starting June 1, 2005. The promissory notes are convertible into shares of the Company’s common stock at a rate of one share for each $0.30 of principal and interest outstanding. Additionally, the Company issued two series of warrants (Class A and Class B) with the promissory notes. The Class A warrants allow for the purchase of up to 200,000 shares of the Company’s common stock at an exercise price of $0.50 per share and Class B warrants allow for the purchase of up to 250,000 shares of common stock at an exercise price of $0.25 per share. The Class A warrants have a maturity of five years and the Class B warrants expire 120 days after the Company files a registration statement registering the shares issuable upon conversion of the notes and exercise of the warrants.

F-15

As of June 30, 2005, the Company is showing the principal value of the debt, less the unamortized debt discounts of approximately $605,239 as the carrying value of the debt. The Company has accrued approximately $49,210 of accrued interest related to these notes as of June 30, 2005.

NOTE 6 - COMMON STOCK

During the nine month period ended June 30, 2005 the Company issued 10,000 shares of common stock at an average price of $0.38 per share in settlement of accounts payable and issued 297,500 shares for services at an average of $0.29 per share.

NOTE 7 - COMMON STOCK WARRANTS

Following is a summary of the status of warrants outstanding during the nine month period ended June 30, 2005:

	Number of Shares Under Warrants			Weighted Average Exercise Price


Outstanding at October 1, 2004		8,868,174		$	0.46
Granted		4,350,000			0.36
Exercised		—			—
Forfeited		(130,000	)		1.00
Outstanding at June 30, 2005		13,088,174			0.42
Weighted average fair value of warrants granted in nine month period ended June 30, 2005				$	0.12

Following is a summary of warrants outstanding at June 30, 2005:

Number of Warrants	Strike Price		Expiration Date
7,954,761	$	0.40		9/30/2006
520,000	$	1.00		9/30/2007
150,000	$	1.00		1/30/2007
113,413	$	1.00		5/31/2007
1,933,333	$	0.50		1/8/2010
2,416,667	$	0.25		conditional
13,088,174

For the nine month period ended June 30, 2005, there were no common stock issuances due to the exercise of warrants. In accordance with SFAS 123, the Company utilizes the Black Scholes fair value model to value all option and warrant grants. During the nine months ended June 30, 2005, 130,000 warrants valued at $10,137 expired. This amount was reclassified to additional paid-in capital.

F-16

NOTE 8 - INCOME TAXES

As of June 30, 2005 the Company had net deferred tax assets of approximately $2,000,000. Because of the Company’s history of operating losses, management has provided a valuation allowance equal to its net deferred tax assets. For the nine month period ended June 30, 2005 the valuation allowance increased approximately $257,000.

NOTE 9 - COMMITMENTS AND CONTINGENCIES

Aurora Metals Limited Joint Venture

In January 2005, Trend announced that it signed a letter of intent to form a 50-50 joint venture with Aurora Metals Limited (“Aurora”). The agreement provides, that Trend will explore for platinum group metals on portions of an Aurora claim known as the “Stillwater intrusive complex in Montana.” Trend will be the operator during the exploration stage and will earn 50% in the project by spending $2 million over next 5 years. Additionally, Trend must issue 50,000 shares of its common stock on commencement of the agreement. Also, Trend must issue 20,000 shares and fund $20,000 in the first year, and $20,000 in cash or stock each year thereafter until it has spent the agreed upon sum of $2 million, at which time the 50-50 joint venture will be formed.

Andacollo Mine, Chile

On June 21, 2005, the Company signed an option to acquire the Andacollo mine located in northern Chile and paid a $300,000 deposit on the purchase. The total purchase price will be $5,400,000. Subsequent to June 30, 2005, the Company has paid two additional deposits totaling $600,000 for extensions of the due diligence periods and must close the purchase transaction no later than September 9, 2005.

NOTE 10 - CORRECTION OF AN ERROR

The financial statements for September 30, 2004, were restated to correct an error in the accounting for the gain on sale of internal securities. The effect of the restatement was to increase additional paid-in capital by $210,194 and to increase the net loss and accumulated deficit at September 30, 2004 by $210,194 ($0.01 per share).

NOTE 11 - SUBSEQUENT EVENT

During July and August, 2005, the Company received short-term advances of $660,000 from officers and directors for continued operations and to accommodate the due diligence and payment of additional extension payments concerning the Andacolla mine. (See Note 9.) At this time, the board of directors have not finalized any debt or equity agreements concerning these short-term advances.

F-17

Board of Directors

Trend Mining Company

Littleton, Colorado

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying balance sheet of Trend Mining Company (an exploration stage company) as of September 30, 2004 and 2003, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years then ended and for the period from October 1, 1996 (inception of exploration stage) to September 30, 2004. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Trend Mining Company as of September 30, 2004 and 2003 and the results of its operations, stockholders’ equity (deficit) and its cash flows for the years then ended, and for the period from October 1, 1996 (inception of exploration stage) to September 30, 2004, in conformity with accounting principles generally accepted in the United States of America.

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

As discussed in Note 14, to the financial statements, an error resulting in an understatement of previously reported net losses as of September 30, 2004, was discovered by management of the Company during July 2005. Accordingly, an adjustment has been made to the accompanying financial statements as of September 30, 2004 to correct the error.

Williams & Webster, P.S.

Certified Public Accountants

Spokane, Washington

January 3, 2005, except for Note 14, which is dated July 14, 2005

F-18

TREND MINING COMPANY
(An Exploration Stage Company)
BALANCE SHEETS

	September 30,
	2004 Restated			September 30, 2003
ASSETS

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

MINERAL PROPERTIES		—			—

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

OTHER ASSETS
Investments		—			57,300

TOTAL ASSETS	$	17,892		$	65,030

LIABILITIES AND STOCKHOLDERS' DEFICIT

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

COMMITMENTS AND CONTINGENCIES		—			—

STOCKHOLDERS' DEFICIT
Preferred stock, $0.01 par value, 20,000,000 shares
authorized; 0 and 1 share issued and outstanding, respectively		—			—
Common stock, $0.01 par value, 100,000,000
shares authorized; 35,967,715 and
33,229,085 shares issued and outstanding, respectively		359,677			332,291
Additional paid-in capital		7,518,815			6,246,963
Stock options and warrants		974,268			1,383,042
Pre-exploration stage accumulated deficit		(558,504	)		(558,504	)
Accumulated deficit during exploration stage		(9,716,248	)		(8,723,560	)
Other comprehensive income		—			1,800
TOTAL STOCKHOLDERS' DEFICIT		(1,421,992	)		(1,317,968	)

TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIT	$	17,892		$	65,030

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

F-19

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

							Period from
							October 1, 1996
							(Inception of
							Exploration Stage)
	Year Ended						to
	September 30,			Year Ended			September 30,
	2004			September 30,			2004
	Restated			2003			Restated
REVENUES	$	—		$	—		$	—

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

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

OTHER INCOME (EXPENSE)
Dividend and interest income		—			—			6,398
Gain (loss) on disposition and impairment of assets		—			2,335			(177,519	)
Gain (loss) on investment sales		(40,733	)		30,692			(63,813	)
Financing expense		—			(223,600	)		(1,135,113	)
Interest expense		(92,322	)		(84,010	)		(316,136	)
Other income		16,412			—			26,757
Forgiveness of debt		2,718			122,354			567,146
Total Other Income (Expense)		(113,925	)		(152,229	)		(1,092,280	)

LOSS BEFORE INCOME TAXES		(992,688	)		(966,957	)		(9,716,248	)

INCOME TAXES		—			—			—

NET LOSS		(992,688	)		(966,958	)		(9,716,248	)

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

NET COMPREHENSIVE LOSS	$	(992,688	)	$	(965,158	)	$	(9,714,448	)

BASIC AND DILUTED NET LOSS PER SHARE	$	—		$	—

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING		34,187,607			28,928,582

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

F-20

TREND MINING COMPANY

(An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

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

Balance, October 1, 1996		1,754,242		$	17,542	$	663,218	$	—		$	(558,504	)	$	—		$	122,256
Common stock issuances as follows:
- for cash at $0.50 per share		200,000			2,000		98,000		—			—			—			100,000
- for payment of liabilities and expenses at 0.50 per share		45,511			455		22,301		—			—			—			22,756
Net loss for the year ended September 30, 1997		—			—		—		—			(128,614	)		—			(128,614	)
Balance, September 30, 1997		1,999,753			19,997		783,519		—			(687,118	)		—			116,398
Issuance of common stock as follows:
- for mineral property at $0.50 per share		150,000			1,500		73,500		—			—			—			75,000
- for lease termination at $0.50 per share		12,000			120		5,880		—			—			—			6,000
- for debt at $0.50 per share		80,000			800		39,200		—			—			—			40,000
- for cash at $0.20 per share		7,500			75		1,425		—			—			—			1,500
- for compensation at $0.50 per share		9,000			90		4,410		—			—			—			4,500
Issuance of stock options for financing activities		—			—		—		2,659			—			—			2,659
Net loss for the year ended September 30, 1998		—			—		—		—			(119,163	)		—			(119,163	)
Change in market value of investments		—			—		—		—			—			117,080			117,080
Balance, September 30, 1998		2,258,253			22,582		907,934		2,659			(806,281	)		117,080			243,974
Common stock issuances as follows:
- for cash at an average of $0.07 per share		555,000			5,550		35,450		—			—			—			41,000
- for prepaid expenses at $0.33 per share		50,000			500		16,000		—			—			—			16,500
- for consulting services at an average of $0.20 per share		839,122			8,391		158,761		—			—			—			167,152
- for mineral property at $0.13 per share		715,996			7,160		82,470		—			—			—			89,630
- for officers' compensation at an average of $0.24 per share		300,430			3,004		70,522		—			—			—			73,526
- for debt, investment and expenses at $0.30 per share		9,210			92		2,671		—			—			—			2,763
- for directors' compensation at an average of $0.25 per share		16,500			165		3,960		—			—			—			4,125
- for rent at $0.25 per share		1,000			10		240		—			—			—			250
- for equipment at $0.30 per share		600,000			6,000		174,000		—			—			—			180,000
Net loss for the year ended September 30, 1999		—			—		—		—			(716,759	)		—			(716,759	)
Other comprehensive loss		—			—		—		—			—			(79,179	)		(79,179	)
Balance, September 30, 1999		5,345,511			53,454		1,452,007		2,659			(1,523,040	)		37,901			22,982
Common stock and option issuances as follows:
- for employee, officer and director
compensation at an average of
$0.61 per share		231,361			2,314		140,446		15,820			—			—			158,580
- for officers' and directors' compensation
at an average of $1.19 per share		11,500			115		13,615		—			—			—			13,730
- for services at an average of $0.47 per share		530,177			5,302		246,333		—			—			—			251,635
- for mineral property at $0.89 per share		1,000,000			1,000		88,000		—			—			—			89,000
- for investments at $0.33 per share		200,000			2,000		64,000		—			—			—			66,000
- for cash at $0.08 per share		456,247			4,562		28,969		—			—			—			33,531
- for cash, options and warrants		100,000			10,000		2,414		87,586			—			—			100,000
- for incentive fees at $0.33 per share		65,285			653		20,891		—			—			—			21,544
- for deferred mineral property acquisition
costs at $0.13 per share		129,938			1,299		14,943		—			—			—			16,242
- for modification of stockholder agreement at $0.60 per share		200,000			2,000		118,000		30,000			—			—			150,000
- for modification of stockholder agreement		—			—		4,262		10,379			—			—			14,641
-from exercise of options at $0.12 per share		9,962,762			99,628		1,103,016		(37,524	)		—			—			1,165,120
Cash received for the issuance of common stock
warrants for 7,979,761 shares of stock		—			—		—		10,000			—			—			10,000
Miscellaneous common stock adjustments		(5	)		—		—		—			—			—			—
Net loss for the year ended September 30, 2000		—			—		—		—			(2,186,541	)		—			(2,186,541	)
Other comprehensive income (loss)		—			—		—		—			—			(38,314	)		(38,314	)
Balance, September 30, 2000		18,232,776		$	182,327	$	3,296,896	$	118,920		$	(3,709,581	)	$	(413	)	$	(111,850	)

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

F-21

TREND MINING COMPANY

(An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (continued)

	Common Stock				Additional		Stock						Other
	Number				Paid-in		Options and			Accumulated			Comprehensive
	of Shares		Amount		Capital		Warrants			Deficit			Income (Loss)			Total
Balance, September 30, 2000		8,232,776	$	182,327	$	3,296,896	$	118,920		$	(3,709,581	)	$	(413	)	$	(111,850	)
Common stock and option issuances as follows:
- for cash of $1.00 per share		192,000		1,920		190,080		—			—			—			192,000
- for cash and consulting services from
options for $0.39 per share		33,333		333		12,737		(3,070	)		—			—			10,000
- for services at an average of $0.92 per share		13,700		137		12,463		—			—			—			12,600
- for officer and employee compensation at $1.13 per share		5,200		52		5,828		—			—			—			5,880
- for payment of accrued officer's compensation
at $1.35 per share		10,000		100		13,400		—			—			—			13,500
- for consulting services at an ave of $0.77 per share		45,461		455		34,247		—			—			—			34,702
- for directors' compensation at $0.85 per share		75,000		750		63,000		—			—			—			63,750
- for modification of contract at $0.78 per share		3,000		30		2,310		—			—			—			2,340
- for interest payment on contract
at an average of $0.80 per share		10,000		100		7,900		—			—			—			8,000
- for mineral property expenses at $0.85 per share		1,000		10		840		—			—			—			850
- for debt at $1.00 per share		134,500		1,345		133,155		—			—			—			134,500
Options issued to officers, directors and employees for services		—		—		—		354,000			—			—			354,000
Warrants issued as follows:
- for consulting services		—		—		—		170,521			—			—			170,521
- for loan agreements		—		—		—		141,547			—			—			141,547
- for extension of exercise period on outstanding warrants		—		—		—		608,058			—			—			608,058
Net loss for the year ended September 30, 2001		—		—		—		—			(3,437,354	)		—			(3,437,354	)
Other comprehensive income		—		—		—		—			—			413			413
Balance, September 30, 2001		18,755,970		187,559		3,772,856		1,389,976			(7,146,935	)		—			(1,796,543	)
Common stock issuances as follows:
- for cash at $0.10 per share		2,500,000		25,000		225,000		—			—			—			250,000
- for a note payable at $1.00 per share		25,000		250		24,750		—			—			—			25,000
- for consulting fees payable at $0.55 per share		12,536		126		6,769		—			—			—			6,895
- for mineral properties at $0.70 per share		1,100,000		11,000		759,000		—			—			—			770,000
- for services at an average of $0.49 per share		112,500		1,125		53,625		—			—			—			54,750
- for financing expense at an average of $0.44 per share		82,429		824		35,369		—			—			—			36,193
Options issued to officers, directors and employees for services		—		—		—		29,528			—			—			29,528
Warrants issued as follows:																	—
- for loan agreements		—		—		—		55,352			—			—			55,352
Expiration of stock options and warrants		—		—		91,814		(91,814	)		—			—			—
Interest expense forgiven by shareholders		—		—		42,950		—			—			—			42,950
Net loss for the year ended September 30, 2002		—		—		—		—			(1,168,171	)		—			(1,168,171	)
Balance, September 30, 2002		22,588,435		225,884		5,012,133		1,383,042			(8,315,106	)		—			(1,694,046	)
Common stock issuances as follows:
- miscellaneous common stock adjustment		29,555		296		—		—			—			—			296
- for cash at $0.10 per share		5,500,000		55,000		495,000		—			—			—			550,000
- for consulting services at an average of $0.15 per share		1,763,779		17,638		243,362		—			—			—			261,000
- for loans payable at an average of $0.10 per share		369,160		3,692		33,225		—			—			—			36,917
- for prior period services at an average of $.13 per share		245,000		2,450		30,550		—			—			—			33,000
- for investments at $0.21 per share		450,000		4,500		88,668		—			—			—			93,168
- to officers and directors for services at $.10 per share		1,423,156		14,232		129,024		—			—			—			143,256
- penalty shares at $.26 per share		860,000		8,600		215,000		—			—			—			223,600
Change in market value of investments		—		—		—		—			—			1,800			1,800
Net loss for the year ended September 30, 2003		—		—		—		—			(966,958	)		—			(966,958	)
Balance, September 30, 2003		33,229,085		332,291		6,246,963		1,383,042			(9,282,064	)		1,800			(1,317,968	)
Common stock issuances as follows:
- for cash at $0.20 per share		1,675,000		16,750		318,250		—			—			—			335,000
- for consulting services at an average of $0.35 per share		162,500		1,625		54,800		—			—			—			56,425
- for accounts payable at an average of $.24 per share		626,130		6,261		144,584		—			—			—			150,845
- for investments at $0.20 per share		125,000		1,250		23,750		—			—			—			25,000
- to officers and directors for services at $.12 per share		150,000		1,500		16,500		—			—			—			18,000
Expired options & warrants		—		—		503,774		(503,774	)		—			—			—
Options issued to officers and directors for services		—		—		—		95,000			—			—			95,000
Gain on sale of internal securities		—		—		210,194		—			—			—			210,194
Change in market value of investments		—		—		—		—			—			(1,800	)		(1,800	)
Net loss for the year ended September 30, 2004 (restated)		—		—		—		—			(992,688	)		—			(992,688	)
Balance, September 30, 2004, (restated)		35,967,715	$	359,677	$	7,518,815	$	974,268		$	(10,274,752	)	$	—		$	(1,421,992	)

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

F-22

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

							Period from
							October 1, 1996
							(Inception of
	Year Ended						Exploration Stage)
	September 30,			Year Ended			to September 30,
	2004			September 30,			2004
	Restated			2003			Restated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(992,688	)	$	(966,958	)	$	(9,716,248	)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation		2,900			10,590			51,876
Loss (Gain) on investment sales		40,733			(30,692	)		68,969
Loss (Gain) on disposition and impairment of assets		—			(2,335	)		185,891
Gain on sale of mineral property claims for securities		—			—			(500	)
Gain on trade-in of property and equipment		—			—			(7,872	)
Gain on settlement of vendor account		(16,412	)		(122,354	)		(138,766	)
Interest expense forgiven by related parties		(2,718	)		—			20,848
Common stock issued for services and expenses		56,425			294,000			983,974
Common stock issued for payables and accrued expenses		150,845			36,917			219,656
Common stock and options issued as compensation		113,000			143,256			977,375
Stock options and warrants issued for financing activities		—			—			822,257
Common stock issued for investments		—			93,168			93,168
Common stock and warrants issued to acquire mineral property options		—			—			1,114,873
Warrants issued for consulting fees		—			—			170,521
Common stock issued for incentive fees		—			—			21,544
Investment traded for services		—			23,400			45,939
Changes in assets and liabilities:
Prepaid expenses & inventory		(2,948	)		—			857
Accounts payable		75,679			(345,535	)		315,459
Accounts payable - checks in excess of bank balance		(3,297	)		3,304			7
Accrued expenses		75,780			(100,542	)		1,595
Interest payable		(7,026	)		83,374			99,503
Net cash used by operating activities		(509,727	)		(880,407	)		(4,669,074	)

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

CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on notes payable and short-term borrowings		(112,500	)		(3,300	)		(124,556	)
Proceeds from internal securities sale		210,194			—			210,194
Sale of warrants for common stock		—			—			10,000
Proceeds from short-term borrowings		47,500			68,300			1,469,157
Sale of common stock, subscriptions and exercise of options		335,000			550,000			2,693,151
Issuance of penalty shares		—			223,600			223,600
Net cash provided by financing activities		480,194			838,600			4,481,546

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

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

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

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

F-23

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

					Period from
					October 1, 1996
					(Inception of
					Exploration Stage)
	Year Ended				to
	September 30,		Year Ended		September 30,
	2004		September 30,		2004
	Restated		2003		Restated

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	95,194	$	—	$	98,706
Income taxes paid	$	—	$	—	$	—

NON-CASH FINANCING AND INVESTING ACTIVITIES:
Common stock and warrants issued to acquire
mineral properties	$	—	$	—	$	344,873
Common stock issued to acquire mineral property	$	—	$	—	$	845,000
Common stock issued for acquisition of
mining equipment	$	—	$	—	$	180,000
Common stock issued for services and expenses	$	56,425	$	294,000	$	983,974
Common stock issued for investment	$	25,000	$	93,168	$	185,168
Common stock issued for payables and accrued expenses	$	150,845	$	36,917	$	219,656
Common stock issued for incentive fees	$	—	$	—	$	21,544
Common stock and options issued as compensation	$	113,000	$	143,256	$	977,375
Stock options and warrants issued for financing activities	$	—	$	—	$	822,257
Warrants issued for consulting fees	$	—	$	—	$	170,521
Deferred acquisition costs on mining property	$	—	$	—	$	46,242
Purchase of equipment with financing agreement	$	—	$	—	$	21,814
Investments received for mineral property	$	—	$	—	$	5,500
Investments traded for services	$	—	$	23,400	$	45,939
Equipment for loans payable	$	—	$	—	$	4,500

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

F-24

Notes to Financial Statements
September 30, 2004

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

On March 28, 2001, the Company reincorporated in Delaware. This reincorporation represented a change of corporate domicile and had no accounting impact. Under its amended certificate of incorporation, Trend has authorized the issuance of 100,000,000 shares of common stock with a par value of $0.01 per share and 20,000,000 shares of authorized preferred stock with a par value of $0.01, with rights and preferences to be determined by the Company’s board of directors. One share of Series A preferred stock was created and issued to Mr. Thomas S. Kaplan which required the holder’s approval for all stock and equity issuances. In October 2002, this preferred share was cancelled. See Note 4.

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Method

The Company’s financial statements are prepared using the accrual method of accounting.

Basic and Diluted Loss per Share

Basic and diluted loss per share are computed by dividing the net loss by the weighted average number of shares outstanding during the year or period. The weighted average number of shares is calculated by taking the number of shares outstanding and weighting them by the length of time that they were outstanding.

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

Cash and Cash Equivalents

For purposes of its statement of cash flows, the Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents.

F-25

Compensated Absences

The Company’s employees are entitled to paid vacation, paid sick days and personal days off depending on job classification, length of service and other factors. The Company estimates that the amount of compensation for future absences is minimal and immaterial for the periods ended September 30, 2004 and 2003. Accordingly, no liability has been recorded in the financial statements.

Comprehensive Income (Loss)

The Company reports comprehensive income (loss) in accordance with Statement of Financial Accounting Standards No. 130, “Reporting Comprehensive Income.” Amounts are reported net of tax and include unrealized gains or losses on available for sale securities.

Derivative Instruments

The Financial Accounting Standards Board issued Statement of Financial Accounting Standards (hereinafter “SFAS”) No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended by SFAS No. 137, “Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of SFAS No. 133,” and SFAS No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities,” which is effective for the Company as of January 1, 2001. These standards establish accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities. They require that an entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value.

If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change.

Historically, the Company has not entered into derivative contracts to hedge existing risks or for speculative purposes.

During the years ended September 30, 2004 and 2003, the Company has not engaged in any transactions that would be considered derivative instruments or hedging activities.

Estimates

Employee and Non-Employee Stock Compensation

The Company values common stock issued without restrictions to employees and non-employees for services, property and investments at the fair market value of the common stock, which is the closing price of Company stock on the day of issuance. If no trading occurred on a date of issuance, then the fair market value used is the lower of the closing prices on the first previous day or the first following day on which the Company’s stock was traded. The Company may issue common stock with restrictions in these circumstances and, if it does, may issue such shares at a reasonable discount to fair market value. These stock issuances are accounted for in the statement of stockholders’ equity and as expenses, if the stock was issued for services or exploration costs, and as assets, if the stock was issued for investments or real property.

F-26

Exploration Costs

In accordance with accounting principles generally accepted in the United States of America, the Company expenses exploration costs as incurred. Exploration costs expensed during the years ended September 30, 2004 and 2003 were $19,809 and $144,279, respectively. As of September 30, 2004, cumulative exploration costs expensed during the Company’s exploration stage totaled $2,928,875.

Exploration Stage Activities

The Company has been in the exploration stage since October 1, 1996, when the Company emerged from a period of dormancy, and has no revenues from operations. The Company is primarily engaged in the acquisition and exploration of mineral properties. Should the Company locate a commercially viable reserve, the Company would expect to actively prepare the site for extraction. The Company’s accumulated deficit prior to the exploration stage was $558,504.

Fair Value of Financial Instruments

The Company's financial instruments as defined by Statement of Financial Accounting Standards No. 107, "Disclosures about Fair Value of Financial Instruments," include cash, investment in securities available-for-sale, accounts payable and accrued expenses and short-term borrowings. All instruments other than the investment in securities available-for-sale are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at September 30, 2004. Investment in securities available-for-sale is recorded at fair value at September 30, 2004.

Going Concern

As shown in the accompanying financial statements, at September 30, 2004, the Company has limited cash, has negative working capital, has no revenues, has incurred a net loss of $992,688 for the fiscal year, and has an exploration stage accumulated deficit of $9,716,248. These factors indicate that the Company may be unable to continue in existence in the absence of receiving additional funding. The financial statements do not include any adjustments related to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

The Company estimates that approximately $1,300,000 is required to fund operations of the Company for the next 12 months assuming minimal exploration activities. The Company’s management believes that it will be able to generate sufficient cash from public or private debt or equity financing in order for the Company to continue to operate based on current expense projections. See Note 13 on subsequent events.

Impaired Asset Policy

F-27

Investment Policies

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

Mineral Properties

The Company capitalizes only amounts paid in cash or stock as consideration for the acquisition of real property. See Note 3. Properties are acquired and recorded at fair values negotiated in arm’s length transactions. Costs and fees paid to locate and maintain mining claims, to acquire options to purchase claims or properties, and to maintain the mineral rights and leases, are expensed as incurred.

Option and Warrant Fair Value Calculations

Recent Accounting Pronouncements

In November 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 151, Inventory Costs— an amendment of ARB No. 43, Chapter 4. This Statement amends the guidance in ARB No. 43, Chapter 4, “Inventory Pricing,” to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter 4, previously stated that “. . . under some circumstances, items such as idle facility expense, excessive spoilage, double freight, and rehandling costs may be so abnormal as to require treatment as current period charges....” This Statement requires that those items be recognized as current-period charges regardless of whether they meet the criterion of “so abnormal.” In addition, this Statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. This statement is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. Management does not believe the adoption of this Statement will have a material impact on the Company as the Company does not anticipate maintaining inventory.

In May 2003, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 150, “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity” (hereinafter “SFAS No. 150”). SFAS No. 150 establishes standards for classifying and measuring certain financial instruments with characteristics of both liabilities and equity and requires that those instruments be classified as liabilities in statements of financial position. Previously, many of those instruments were classified as equity. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003 and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. Management does not believe the adoption of this statement will have a material impact on the Company’s financial statements as the Company historically has not, nor does it anticipate, issuing financial instruments with characteristics of both liabilities and equity.

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In April 2003, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities” (hereinafter “SFAS No. 149”). SFAS No. 149 amends and clarifies the accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”. This statement is effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003. Management does not believe the adoption of this statement will have a material impact on the Company’s financial statements as the Company historically has not, nor does it anticipate, entering into hedging activities.

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

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

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

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

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

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

Provision for Taxes

Income taxes are provided based upon the liability method of accounting pursuant to Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (hereinafter “SFAS No. 109”). Under this approach, deferred income taxes are recorded to reflect the tax consequences on future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard imposed by SFAS No. 109 to allow recognition of such an asset.

At September 30, 2004, the Company had net deferred tax assets, calculated at an expected rate of 30%, of approximately $1,743,000 principally arising from net operating loss carryforwards for income tax purposes. As management of the Company cannot determine that it is more likely than not that the Company will realize the benefit of the net deferred tax asset, a valuation allowance equal to the net deferred tax asset has been established at September 30, 2004.

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

	September 30, 2004			September 30, 2003
Net operating losses	$	8,130,000		$	7,140,000

Nondeductible stock options and warrants issued under a non-qualified plan:		2,320,000			2,320,000
Net operating loss carryforward	$	5,810,000		$	4,820,000

Deferred tax asset	$	1,743,000		$	1,450,000
Deferred tax asset valuation allowance	$	(1,743,000	)	$	(1,450,000	)

At September 30, 2004, the Company had net operating loss carryforwards of approximately $5,810,000, which expire in the years 2004 through 2028. The net operating loss carryforwards do not include expenses that are not deductible for tax purposes, such as non qualified stock options and warrants, in the aggregate amount of $2,320,000 attributable to options and warrants issued to employees and consultants. The change in the allowance account from September 30, 2003 to September 30, 2004 was approximately $293,000.

Reclassification

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

F-30

NOTE 3 - MINERAL PROPERTIES

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

Wyoming Properties

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

The Company and GMC subsequently entered into an amendment to the agreement under which (i) the Company issued 416,961 shares of common stock to GMC upon GMC’s exercise of preemptive rights, (ii) the Company agreed to perform an additional $15,000 of geophysical work on the Lake Owen Project prior to December 31, 2000 (subsequently modified), (iii) the Company issued 200,000 additional shares and warrants exercisable until June 2002 to purchase 200,000 shares at $0.70 per share, and (iv) GMC agreed to terminate its antidilution and preemptive rights as provided in the original agreement. The Company has expensed $295,873 for cash paid and common stock issued to acquire this project. The 200,000 warrants have expired. See Note 5.

In 1999-2000, the Company staked additional claims at Lake Owen and an adjoining area, Albany West, and now holds 601 unpatented mining claims at the Lake Owen Project.

In March 2002, the Company issued 1,100,000 shares, valued at $770,000 in full satisfaction of cash commitments relating to exploration activities. The issuance of these shares resulted in the full ownership of the Lake Owen Project property by Trend Mining Company.

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

Nevada Properties

At September 30, 2004, the Company retains a 1.5% net smelter returns royalty interest in the Pyramid Mine, which consists of five unpatented lode mining claims within the Walker Indian Reservation near Fallon, Nevada, but has abandoned all other projects in the state of Nevada.

Peter Lake, Saskatchewan, Canada

As of September 30, 2004, the Company holds 7 mining claims covering 36,648 hectares (141 square miles) in the Peter Lake Domain of Saskatchewan. The Peter Lake Domain is recognized to host known occurrences of copper-nickel and platinum-palladium mineralization. The Company plans a broad reconnaissance program to search for extractable concentrations of such mineralization. The Company’s position at Peter Lake evolved as follows:

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

F-31

Diabase Peninsula, Cree Lake Area, Saskatchewan, Canada

On September 15, 2004, the Company announced that it had diversified into uranium exploration with the staking of a mining claim comprising approximately 940 hectares (approximately 4 square miles) in the Athabasca Basin of Saskatchewan. See Note 13.

NOTE 4 - CAPITAL STOCK

Preferred Stock

Under its amended Delaware certificate of incorporation, Trend authorized the issuance of 20,000,000 shares of preferred stock with a par value of $0.01 per share, with rights and preferences to be determined by the Company’s board of directors.

In 2001, one share of Series A preferred stock was created and issued to Mr. Thomas S. Kaplan under an agreement which required the holder’s approval of all common and preferred stock and equity issuances until such time as Mr. Kaplan, Electrum LLC or Mr. Asher B. Edelman no longer beneficially owned more than twenty percent of the Company’s outstanding stock. Holders of the Company’s common stock were to vote on the continued existence of the Series A preferred stock at each annual meeting subsequent to this share’s issuance. In the event that the Company’s preferred stock is not continued, the outstanding share of Series A preferred stock could be tendered for one share of the Company’s common stock.

In October 2002, the Company and Mr. Kaplan reached an agreement canceling this one share.

Common Stock

On March 28, 2001, the Company completed its reincorporation in Delaware. Under its amended certificate of incorporation, Trend authorized the issuance of 100,000,000 shares of common stock with a par value of $0.01 per share. Each holder of Common Stock shall be entitled to one vote for each share of Common Stock held on all matters as to which holders of Common Stock shall be entitled to vote. Except for and subject to those preferences, rights, and privileges expressly granted to the holders of classes of stock at the time outstanding having prior rights, and series of preferred stock, the holders of Common Stock shall have exclusively all other rights of stockholders of the Company, including, but not limited to, the right to receive dividends, and in the event of any distribution of assets upon the dissolution and liquidation of the Company, the right to receive ratably and equally al of the assets of the Company remaining after the payment to the holders of preferred stock of the specific amounts, if any, which they are entitled to receive.

During the year ended September 30, 2004, the Company issued 626,130 share of common stock valued at $150,845 for accounts payable, 125,000 shares of common stock valued at $25,000 for investments, 312,500 shares of common stock valued at $74,425 for services, 180,000 shares of common stock valued at $36,000 for director, officer and employee compensation, and 1,675,000 shares of common stock for $335,000 cash. In addition, the Company received the proceeds from a gain on the sale of internal securities in the amount of $210,914. This gain was recorded as additional paid-in capital.

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

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

The following table discloses the Company’s stock and equity transactions during its exploration stage. This information meets the disclosure requirements of Statement of Financial Accounting Standards No. 7 for development and exploration stage disclosures. The following abbreviations are used in the table: CS for common stock; OPT for options; and WAR for warrants.

F-32

	Issue Date		Number of Shares		Price per Share		Common Stock Amount		Additional Paid-in Capital		Total Amount		Number of Options		Number of Warrants	Value of Options/ Warrants
Balance, October 1, 1996				1,754,242	$	—	$	17,542	$	663,218	$	680,760				$	—

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

Balance September 30, 1997				1,999,753				19,998		783,518		803,516

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

Balance September 30, 1998				2,258,253				22,583		907,933		930,516		180,000			2,659

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

F-33

NOTE 4 - CAPITAL STOCK (Continued)

Common Stock (continued)

	Issue Date		Number of Shares			Price per Share		Common Stock Amount		Additional Paid-in Capital		Total Amount		Number of Options			Number of Warrants		Value of Options/ Warrants
Balance September 30, 1999				5,345,511		$	—	$	53,455	$	1,452,009	$	1,505,464		330,000				$	2,659

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

Balance September 30, 2000				18,232,776					182,328		3,296,897		3,479,225		127,833			8,179,761		118,920

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NOTE 4 - CAPITAL STOCK (Continued)

Common Stock (continued)

	Issue Date		Number of Shares		Price per Share		Common Stock Amount		Additional Paid-in Capital		Total Amount		Number of Options			Number of Warrants			Value of Options/ Warrants
Balance September 30, 2000				18,232,776	$	—	$	182,328	$	3,296,897	$	3,479,225		127,833			8,179,761		$	118,920

CS for Cash from options		10/10/2000		33,333		0.39		333		12,737		13,070		(33,333	)					(3,070	)
CS for Consulting services		10/15/2000		10,000		1.15		100		11,400		11,500
CS for Officers' compensation		10/31/2000		3,000		1.30		30		3,870		3,900
WAR for Consulting services		11/01/2000															250,000			123,775
CS for Employees' compensation		12/06/2000		2,200		0.90		22		1,958		1,980
CS for Cash		12/20/2000		100,000		1.00		1,000		99,000		100,000
WAR for Consulting services		12/31/2000															180,000			46,746
CS for Consulting services		01/02/2001		10,000		1.35		100		13,400		13,500
CS for Cash		01/11/2001		47,000		1.00		470		46,530		47,000
CS for Consulting services		01/11/2001		3,407		1.00		34		3,373		3,407
CS for Consulting services		01/23/2001		604		1.10		6		658		664
CS for Cash		01/24/2001		25,000		1.00		250		24,750		25,000
WAR for Loan agreements		02/01/2001															285,000			76,551
CS for Cash		02/06/2001		20,000		1.00		200		19,800		20,000
CS for Consulting services		02/06/2001		483		1.00		5		478		483
CS for Directors' compensation		02/23/2001		75,000		0.85		750		63,000		63,750
OPT for Director, officer and employee compensation		02/23/2001												1,200,000						354,000
WAR for Loan agreements		03/12/2001															50,000			13,430
WAR Extension of exercise period		03/12/2001																		608,058
CS for Modification of contract		03/22/2001		3,000		0.78		30		2,310		2,340
CS for Interest payments		04/03/01		5,000		0.83		50		4,100		4,150
CS for Consulting Services		04/13/01		967		0.98		10		938		948
CS for Mineral Property Expense		05/11/01		1,000		0.85		10		840		850
WAR for Loan agreement		07/01/01															185,000			45,079
CS for Services		07/31/01		40,000		0.73		400		28,800		29,200
CS for Interest payments		08/08/01		5,000		0.77		50		3,800		3,850
WAR Attached to note		08/16/01															90,000			6,487
CS for Services		08/28/01		3,700		0.30		37		1,063		1,100
CS for Loans Payable		08/31/01		92,000		1.00		920		91,080		92,000
CS for Loans Payable		09/28/01		42,500		1.00		425		42,075		42,500
Options Expired														(319,700	)

Balance September 30, 2001				18,755,970				187,559		3,772,857		3,960,416		974,800			9,219,761			1,389,976

CS for Note Payable		10/08/01		25,000		1.00		250		24,750		25,000
CS for Payable		10/24/01		12,536		0.55		126		6,769		6,895
WAR for Loan agreements		11/01/01															129,445			9,876
WAR Cancelled		11/15/01								2,750		2,750					(275,000	)		(2,750	)
CS for Financing expense		1/25/02		64,429		0.45		644		28,349		28,993
Interest Expense forgiven by shareholders		1/30/02								42,950		42,950
WAR Issued		1/30/02															180,000			21,660
CS for Financing expense		2/8/02		18,000		0.40		180		7,020		7,200
CS for Services		2/8/02		60,000		0.40		600		23,400		24,000
CS for Services		2/22/02		20,000		0.40		200		7,800		8,000
OPT for Director, officer and employee compensation		3/12/02												307,800						29,528
Options Expired		3/12/02								59,063		59,063		(196,863	)					(59,063	)
CS for Mineral properties		3/20/02		1,100,000		0.70		11,000		759,000		770,000
CS for Services		5/12/02		32,500		0.70		325		22,425		22,750
WAR for Loan agreements		6/30/02															113,413			23,816
WAR Expired		6/30/02								30,001		30,001					(200,000	)		(30,001	)
Options Expired		7/19/02												(12,500	)
CS for Cash		9/30/02		2,500,000		0.10		25,000		225,000		250,000

Balance September 30, 2002				22,588,435				225,884		5,012,134		5,238,018		1,073,237			9,167,619			1,383,042

F-35

NOTE 4 - CAPITAL STOCK (Continued)

Common Stock (continued)

	Issue Date		Number of Shares		Price per Share		Common Stock Amount		Additional Paid-in Capital		Total Amount		Number of Options			Number of Warrants			Value of Options/ Warrants
Balance September 30, 2002				22,588,435	$		$	225,884	$	5,012,134	$	5,238,018		1,073,237			9,167,619		$	1,383,042

Misc. Common Stock Adjustment		10/1/02		29,555		0.01		296				296
CS for Cash		10/31/02		4,550,000		0.10		45,500		409,500		455,000
CS for Services		10/31/02		683,000		0.12		6,830		78,490		85,320
CS for Cash		11/12/02		600,000		0.10		6,000		54,000		60,000
CS for Cash		12/4/02		100,000		0.10		1,000		9,000		10,000
CS for Cash		1/14/03		250,000		0.10		2,500		22,500		25,000
CS for Investments		1/14/03		450,000		0.21		4,500		88,668		93,168
CS for Note payable		1/14/03		369,160		0.10		3,692		33,224		36,916
CS for Services		1/14/03		280,687		0.14		2,807		35,792		38,599
CS for Services		4/1/03		142,592		0.21		1,426		28,574		30,000
CS for Services		4/11/03		150,000		0.17		1,500		24,000		25,500
CS for Services		9/15/03		400,000		0.14		4,000		53,841		57,841
CS for Director, officer and employee compensation		9/15/03		1,350,656		0.10		13,507		122,149		135,656
CS for Services		9/30/03		425,000		0.15		4,250		60,091		64,341
CS for Financing costs		9/30/03		860,000		0.26		8,600		215,000		223,600

Balance September 30, 2003				33,229,085				332,291		6,246,963		6,579,253		1,073,237			9,167,619			1,383,042

CS for Cash		05/06/04		250,000		0.20		2,500		47,500		50,000
CS for Cash		05/06/04		250,000		0.20		2,500		47,500		50,000
CS for Cash		05/07/04		550,000		0.20		5,500		104,500		110,000
CS for Cash		05/07/04		250,000		0.20		2,500		47,500		50,000
CS for Cash		05/10/04		50,000		0.20		500		9,500		10,000
CS for Cash		05/11/04		157,500		0.20		1,575		29,925		31,500
CS for Cash		05/11/04		17,500		0.20		175		3,325		3,500
CS for Investment		05/13/04		125,000		0.20		1,250		23,750		25,000
CS for Cash		05/18/04		50,000		0.20		500		9,500		10,000
CS for Cash		05/18/04		45,000		0.20		450		8,550		9,000
CS for Cash		5/18/04		5,000		0.20		50		950		1,000
CS for services		05/26/04		140,000		0.35		1,400		47,600		49,000
CS for Director, officer and employee compensation		06/03/04		180,000		0.20		1,800		34,200		36,000
CS for Services		06/09/04		22,500		0.33		225		7,200		7,425
CS for Accounts Payable		08/20/04		13,630		0.20		136		2,626		2,762
CS for Accounts Payable		08/20/04		160,000		0.20		1,600		30,400		32,000
CS for Services		08/20/04		150,000		0.20		1,500		28,500		30,000
CS for Accounts Payable		08/20/04		26,500		0.25		265		6,361		6,626
CS for Accounts Payable		08/20/04		60,000		0.25		600		14,307		14,907
CS for Accounts Payable		08/20/04		20,000		0.25		200		4,800		5,000
CS for Accounts Payable		08/20/04		166,000		0.25		1660		39,890		41,550
CS for Cash		09/09/04		50,000		.20		500		9,500		10,000
Options issued to officer and director														1,000,000						95,000
Expired options and warrants										503,774		503,774		(873,237	)		(299,445	)		(503,774	)
Gain on sale of internal securities										210,194		210,194

Balance September 30, 2004				35,967,715			$	359,677	$	7,518,815	$	7,878,492		1,200,000			8,868,174		$	974,268

See Note 5 for summary disclosure of options and warrants outstanding.

F-36

NOTE 5 - COMMON STOCK OPTIONS AND WARRANTS

In accordance with SFAS 123, the Company utilizes the Black Scholes fair value model to value all options and warrant grants. Upon exercise of options and warrants, all common stock shares issued thereunder will have the same rights and privileges as other common stock outstanding.

On February 23, 2001, the Company’s shareholders approved the adoption of the 2000 Equity Incentive Plan and the reservation of 5,000,000 shares of common stock for distribution under the plan. These shares and options to acquire those shares may be granted to the Company’s employees, directors and consultants. The plan will terminate on January 4, 2011. The exercise price of options granted under this plan may not be less than the fair market price on the date of grant and in some cases not less than 110% of the fair market price. The terms, vesting schedule, transfer restrictions and expiration dates are to be determined by the Company’s board of directors.

In the Black-Scholes Option Price Calculations below, the Company used the following assumptions to estimate fair value: the risk-free interest rate of 5.0%, volatility of 91%, and a life of 3 years. The Company also assumed that no dividends would be paid on common stock.

Electrum LLC/Tigris Financial Group Ltd.

On December 29, 1999, the Company entered into a stock purchase agreement with Tigris Financial Group Ltd. (“Tigris”) under which Tigris purchased 1,000,000 shares of the Company’s common stock for $100,000, was granted an option until March 28, 2000 to acquire up to an additional 3,500,000 shares of common stock for an exercise price of $0.14 per share, (or $490,000 in the aggregate), and was granted an option to purchase, for $10,000, warrants to purchase an additional 6,250,000 shares of the Company’s common stock at an exercise price of $0.40 per share. The Company used the Black-Scholes Option Price Calculation effective as of the transaction date and estimated the fair values to be $37,524 for the option and $50,062 for the warrants. On March 8, 2000, Tigris assigned its rights under the stock purchase agreement to Electrum LLC (“Electrum”), an affiliate.

Electrum exercised its option and acquired 3,500,000 shares of the Company’s common stock in February and March of 2000. Pursuant to the terms of the stock purchase agreement, Electrum received an option to purchase up to an additional 4,608,000 shares of common stock. This agreement was subsequently modified to enable Electrum to acquire up to an additional 1,597,588 shares at $0.062 per share and to acquire up to 4,740,174 shares at an exercise price of $0.115 per share. In addition, the option to purchase warrants was modified to enable Electrum to purchase, for $10,000, warrants to buy up to 7,979,761 shares at an exercise price of $0.40 per share until September 20, 2003. The Company utilized the Black-Scholes Option Price Calculation to estimate the fair value of the modifications as of the grant date and recorded $4,262 for the options and $10,379 for the warrants. The $14,641 total amount was charged as a financing expense.

Electrum has exercised all of its options to purchase the Company’s common stock and its option to purchase the warrants. In connection with its acquisition of those shares, Electrum has assigned 5,530,174 shares and 1,000,000 warrants to third parties.

Pursuant to certain loan agreements, the Company issued warrants to Electrum to acquire 285,000 shares at $1.50 per share in February 2001, exercisable through September 30, 2003, warrants to acquire 50,000 shares at $1.50 per share in March 2001, exercisable through September 30, 2006, and warrants to acquire 185,000 shares at $1.50 per share in July 2001, exercisable through September 30, 2006. The Company also extended through September 30, 2006 the expiration dates of the 285,000 warrants, together with the warrants to acquire 7,979,761 shares. The fair values of the 285,000 warrants, 50,000 warrants, and the 185,000 warrants estimated on their respective grant dates, as modified for the expiration date extension in the case of the 285,000 warrants, using the Black-Scholes Option Price Calculation, were $76,551, $13,430 and $45,079, respectively. The fair value of the modification to extend the expiration date, estimated as of the date of the modification for the 7,979,761 warrants, using the Black-Scholes Option Price Calculation, was $608,058, which was charged to financing expense.

Pursuant to a 2002 agreement (“the January 30, 2002 Financing Agreement”) to readjust certain terms of loans and warrants, the Company borrowed an additional $150,000 from Electrum, and Electrum waived accrued interest owed by the Company as of January 29, 2002 totaling $37,384. In consideration of the additional loan and waiver, the Company issued to Electrum additional warrants to purchase 150,000 shares of common stock for $1.00 per share through January 30, 2007. Electrum may, at its sole discretion, elect to be repaid the $150,000 loan by converting the amount outstanding into units of the Company’s securities, at the rate of one unit per $0.50 of loans converted. Each unit consists of one share of common stock and a warrant to purchase one share of common stock at a price of $0.50 per share, exercisable though January 30, 2007. In addition, the Company and Electrum agreed to amend the prior loan agreements to reduce the conversion rate of the existing units, previously at a rate of one unit per $1.25 of loans converted to a rate of one unit per $0.50 of loans converted, and to reduce the exercise price of the warrants included in the units from $1.50 to $.50 per share. In addition, the exercise price of warrants included in the units to purchase a total of 520,000 shares of common stock, owned by Electrum, was reduced from a price of $1.50 per share to $1.00 per share and the exercise term of each such warrant was extended for a period of one year.

F-37

As of September 30, 2004, Tigris and Electrum own approximately 15% of the Company’s outstanding common stock and, assuming that Electrum exercises its warrants and that the Company has issued no other shares, would own approximately 31% of the Company’s resultant (fully diluted) outstanding common stock.

Tigris and Electrum have the right to proportional representation on the Company’s board of directors and registration rights for all of the Company’s common stock acquired through the agreement held by them.

On February 12, 2004, the Company and Electrum and LCM Holdings (hereinafter “the Kaplan Parties or “the Lenders”) reached an agreement to adjust both the conversion terms on approximately $900,000 worth of debt outstanding to the Lenders and the exercise prices of related warrants. Per the terms of the agreement, the Lenders can convert each $1.25 of loans into a unit consisting of one share of common stock and one warrant. The warrant is exercisable for a period of five years from the date of conversion and is exercisable at a price of $1.50. Additionally, terms of existing outstanding warrants were modified which generally increased the exercise price and shortened the related expiration dates. These modifications had no financial statement impact for the period herein reported.

Furthermore, also on February 12, 2004, the Company reached an agreement with the Lenders concerning certain prior separate stock transactions which had benefited certain controlling shareholders. In compliance with the Securities and Exchange Rule 16b, the shareholders remitted the gain of $210,194 to the Company. This gain is reflected in the income statement as internal gain from sale of securities.

Other Issuances

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

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

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

Outstanding at October 1, 2003		1,006,237		$	0.87
Granted		1,000,000			0.37
Exercised		—			—
Expired		(806,237	)		0.80
Outstanding at September 30, 2004		1,200,000		$	0.44
Options exercisable at September 30, 2004		700,000		$	0.49
Options exercisable:
-On or before March 3, 2006		200,000		$	0.80
-On or before May 27, 2007		500,000		$	0.37

F-38

Following is a summary of warrants outstanding at September 30, 2004:

Number of Warrants	Strike Price		Expiration Date
7,954,761	$	0.40		9/30/2006
520,000	$	1.00		9/30/2007
90,000	$	1.00		6/9/2005
40,000	$	1.00		1/9/2005
150,000	$	1.00		1/30/2007
113,413	$	1.00		5/31/2007
8,868,174

NOTE 6 - RELATED PARTY TRANSACTIONS

Calumet Mining Company

The Company sold its Pyramid Mine claims on November 12, 2001 to Calumet Mining Company (nka Western Goldfields, Inc.), a related party, for 50,000 (25,000 post-split) shares of common stock of Calumet Mining Company, which were valued at $500. The Company retained a 1.5% net smelter return production royalty interest in the Pyramid Mine. See Notes 3 and 8. At the time of the transaction, the two companies shared common board members and officers.

Notes Payable - Shareholders

The following is a listing of loan amounts (all of which are secured) due to related parties (each of whom is a shareholder of Trend Mining Company) and the dates that these loans were made to the Company:

	September 30,
Name	Date	2004 Amount		2003 Amount
Electrum LLC	11/6/00	$	35,000	$	35,000
	12/4/00		100,000		100,000
	12/18/00		50,000		50,000
	1/26/01		50,000		50,000
	3/15/01		50,000		50,000
	4/10/01		50,000		50,000
	5/4/01		50,000		50,000
	6/4/01		50,000		50,000
	7/3/01		85,000		85,000
	1/31/02		150,000		150,000
			670,000		670,000
LCM Holdings, LLC	10/26/2001		50,000		50,000
	11/1/2001		10,000		10,000
	11/15/2001		30,000		30,000
	11/28/2001		29,445		29,445
	5/7/2002		60,000		60,000
	5/22/2002		35,000		35,000
	6/14/2002		18,412		18,412
			232,857		232,857
Berger	8/28/2001		90,000		90,000
	10/2/2001		10,000		10,000
			100,000		100,000
Buchanan	1/8/2002		30,000		30,000
CGT Management	8/29/2003		—		65,000

Total notes payable - shareholders		$	1,032,857	$	1,097,857

F-39

The loans from Electrum, LCM Holdings, Berger and Buchanan bear interest at 8% per annum and are due upon the Company’s completion of a private equity placement and concurrently and proportionally with any amounts repaid to Electrum or any others having provided loan facilities of this type to the Company.

Investments

In January 2003, the Company issued 450,000 shares of its common stock to Mr. John Ryan, the Company’s chief financial officer, in exchange for 18,334 shares of common stock in Cadence Resources Corporation and 35,000 shares of common stock in Western Goldfields, Inc. Mr. Ryan is also an officer of Cadence Resources Corporation and Western Goldfields, Inc.

In July and September 2003, the Company sold 5,000 and 13,000 shares respectively of its Western Goldfields common stock to Cadence Resources for $19,000 cash.

In September 2003, the Company transferred 12,000 shares of its Western Goldfields common stock to Mr. David Mooney, its chief geologist, for services valued at $23,400.

Employment Agreement

In July 2000, the Company entered into an employment agreement with Mr. John Ryan, the then chief financial officer, secretary and treasurer of the Company, under which Mr. Ryan was to receive 3,000 shares per month of Trend common stock as compensation for his services. When Mr. Ryan resigned in December 2000, this agreement was terminated. In July 2001, Mr. Ryan was again designated as the Company’s chief financial officer, secretary and treasurer. A revised employment agreement was reached in September 2002 where Mr. Ryan receives $3,000 per month. If the Company is unable to pay the salary in cash then Mr. Ryan has the option to receive $3,000 worth of the Company’s common stock at the prevailing rate of which shares are or were most recently sold by the Company. As of September 30, 2004 and 2003, respectively, no amounts were owed to Mr. Ryan under this agreement.

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

NOTE 7 - PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost. Major additions and improvements are capitalized. Minor replacements, maintenance and repairs that do not increase the useful lives of the assets are expensed as incurred. Depreciation of property and equipment, including vehicles, is being calculated using the double-declining balance method over the expected useful lives of three to seven years.

The following is a summary of property, equipment, and accumulated depreciation.

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

NOTE 8 - INVESTMENTS

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

F-40

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

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

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

The Company sold the Pyramid Mine claims on November 12, 2001 to Calumet Mining Company, a related party, and in return received 50,000 shares of common stock of Calumet Mining Company. This stock was subsequently reverse split in 2002 by Western Goldfields, Inc. on a 1 for 2 basis. Thereby leaving the Company with 25,000 shares of Western Goldfields, Inc.

In January 2003, the Company issued 450,000 shares of its common stock in exchange for 18,334 shares of common stock in Cadence Resources Corporation and 35,000 shares of common stock in Western Goldfields, Inc. Mr. Ryan is also an officer of Cadence Resources Corporation and Western Goldfields, Inc. See Note 6.

NOTE 9 - LONG-TERM DEBT

Loan Payable

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

NOTE 10 - FORGIVENESS OF DEBT

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

NOTE 11 - COMMITMENTS AND CONTINGENCIES

Lease Agreement

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

Consulting Agreements

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

F-41

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

Mineral Properties

In order to retain its Peter Lake Claims in Saskatchewan, Canada, the Company must fulfill exploration commitments totaling $268,000 by December of 2004. If this amount is not expended by the due date, then the Company has 89 days, to pay an equivalent amount to the Saskatchewan office of Industry & Resources (“SIR”), the government agency overseeing the maintenance of claims,. The Company can recover the amounts paid to SIR by spending twice the amount in the following field season. Additionally, the claims are revalidated for the prior year and extended for the coming year.

Legal Proceedings

In May, 2002, one of the Company’s vendors, Nevada Southwest Investments LLC, obtained a judgment in the Second Judicial District, Washoe County, Nevada to collect $18,574 due under a rental lease agreement for office space the Company chose to vacate. The judgment bears interest at 18% until paid in full. Included in the accounts payable balance as of September 30, 2004 is approximately $27,000 related to this judgment.

NOTE 12 - CONCENTRATION

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

NOTE 13 - SUBSEQUENT EVENTS

Secured Convertible Debt Financing

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

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

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

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

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

F-42

Additional Saskatchewan Properties

In October of 2004 the Company expanded its Peter Lake Project by acquiring 3 claims: An approximate two square miles near Ant Lake, 3.5 square miles at Swan Lake, and 13 square miles at Seahorse Lake. The Company will be required to spend approximately CDN$ 58,224 in 2006 to retain these claims.

The Company announced on October 2004 that it had signed an option to purchase an additional mining claim at Cree Lake which covers approximately 6.5 square miles. The new land position is located immediately adjacent to, and southwest of, Trend’s existing Cree Lake project at Diabase Peninsula and is referred to herein as the Diabase Peninsula Lease.

Terms of the option require Trend to maintain the claim group in good standing by performing a minimum of approximately CDN $20,172 worth of field work per year. In addition, there are property payments totaling CDN 15,000, $20,000, and $30,000, respectively, in each of the first three years. Trend may exercise its right to purchase the claims for CDN $1 million any time during the first eight years of the option, at which time the property remains subject to a 3% gross royalty on any and all minerals produced.

Subsequent to the acquisition of the Diabase Peninsula Lease, Trend staked one more claim on the southwestern edge of the lease for an additional 1603 hectares (6.2 square miles), such that the aggregate area of uranium claims in the Athabasca Basin totals 4224 hectares (16.2 square miles).

In December 2004, Trend announced that it and Nuinsco Resources Limited (“Nuinsco”) signed a Letter of Intent to form a 50-50 joint venture to own, operate and explore the three Cree Lake/Diabase Peninsula claims. The agreement provides that Nuinsco, at its expense, will immediately undertake an exploration program consisting of geophysical surveys and geochemical sampling to be followed by drilling. A definitive joint venture agreement must be executed by March 9, 2005, after which Nuinsco must maintain all three claims in good standing and must spend CDN $2 million by December of 2007 in order to earn its 50% share of the joint venture. Additionally, Nuinsco will grant to the Company 250,000 freely trading shares of Nuinsco common stock by March 9, 2005.

NOTE 14 - CORRECTION OF AN ERROR

The accompanying financial statements for September 30, 2004, have been restated to correct an error in the accounting for the gain on sale of internal securities. The effect of the restatement was to increase additional paid-in capital by $210,194 and to increase the net loss and accumulated deficit at September 30, 2004 by $210,194 ($0.01per share). See Note 4.

F-43


We have not authorized any dealer, salesperson or any other person to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information. This prospectus does not offer to sell or buy any shares in any jurisdiction where it is unlawful. The information in this prospectus is current as of __________, 2005		TREND MINING COMPANY 16,239,008 SHARES OF COMMON STOCK ____________________ PROSPECTUS ____________________

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24. Indemnification Of Directors And Officers.

Limitation of liability of directors, officers and others.

Section 102(b)(7) of the Delaware General Corporate Law ("DGCL") enables a corporation in its original certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director to a corporation or its stockholders for violations of the director's fiduciary duty, except:

·	for any breach of a director's duty of loyalty to the corporation or its stockholders,

·	for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law,

·	pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions), or

·	for any transaction from which a director derived an improper personal benefit.

The Certificate of Incorporation of Trend provides for the elimination of the liability of directors to the extent permitted by the DGCL.

Section 145 of the DGCL provides, in summary, that directors and officers of Delaware corporations are entitled, under certain circumstances, to be indemnified against all expenses and liabilities (including attorney's fees) incurred by them as a result of suits brought against them in their capacity as a director or officer, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful; provided that no indemnification may be made against expenses in respect of any claim, issue or matter as to which they shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, they are fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Any such indemnification may be made by the corporation only as authorized in each specific case upon a determination by the stockholders or disinterested directors that indemnification is proper because the indemnitee has met the applicable standard of conduct. Trend's by-laws entitle officers and directors of Trend to indemnification to the fullest extent permitted by the DGCL.

Our officers and directors are accountable to us as fiduciaries, which mean they are required to exercise good faith and fairness in all dealings affecting us. In the event that a shareholder believes the officers and/or directors have violated their fiduciary duties to us, the shareholder may, subject to applicable rules of civil procedure, be able to bring a class action or derivative suit to enforce the shareholder’s rights, including rights under certain federal and state securities laws and regulations to recover damages from and require an accounting by management. Shareholders who have suffered losses in connection with the purchase or sale of their interest in Trend Mining Company in connection with such sale or purchase, including the misapplication by any such officer or director of the proceeds from the sale of these securities, may be able to recover such losses from us.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of Trend Mining Company, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore, unenforceable.

Item 25. Other Expenses of Issuance and Distribution

The following table sets forth the estimated expenses in connection with the issuance and distribution of the securities covered by this registration statement, other than underwriting discounts and commissions. All of the expenses will be borne by the company except as otherwise indicated.

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Registration fee	$	672.30
Fees and expenses of accountants		10,000.00
Fees and expenses of legal counsel		25,000.00
Total	$	35,672.30

Item 26. Recent Sales of Unregistered Securities

The Company had 36,527,715 shares of common stock issued and outstanding as of August 31, 2005. The issuances discussed under this section are exempted from registration under Rule 506 of the Securities Act of 1933, as amended (the "Securities Act"), or Section 4(2) of the Securities Act, as indicated. All purchasers of the issued securities represented to us that they acquired the shares for investment purposes only and all stock certificates contain appropriate restrictive legends. No underwriters or brokers or dealers were involved in connection with the sales of securities referred to in this section.

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

Between October and December 2002, Trend issued 5,250,000 shares of common stock for $275,000 cash and the conversion of $250,000 of loans made to the Company in July and August, 2002 as discussed above. The purchases were made by a group of accredited investors, who were either existing shareholders or associates of existing shareholders, in a private placement. In connection with the foregoing private placement, Trend issued to certain entities, who were existing shareholders or associated with existing shareholders, common stock equal to 10% of the shares issued as a finders’ fee. In January 2003, Trend issued an additional 250,000 shares of common stock for $25,000 to an accredited investor in a private placement. Pursuant to the terms of the private placement, the Company agreed to file a one-time registration statement within 14 days of the completion of the offering, seeking registration of the shares sold for sale from time to time. The investors who purchased the shares in this offering represented to the Company that they had no current intention to re-sell their shares. The Company filed such registration statement, but subsequently withdrew the filing due to the substantial expense which would be entailed in rendering it effective. Because the Company was unable to render the registration statement effective, the Company issued 860,000 additional shares to the investors who purchased shares in this offering. Such shares were issued in September 2003. The Company has no further obligation in this regard. The Company relied upon exemption from registration found in Section 4(2) of the Securities Act of 1933, as amended ("Section 4(2)") in connection with these issuances.

In January 2003, we issued 450,000 restricted shares of Trend's common stock to John P. Ryan in exchange for 18,334 shares of common stock of Cadence Resources Corporation and 35,000 shares of the common stock of Western Goldfields, Inc. The shares exchanged by Mr. Ryan had a market value of $93,000 at the time of the exchange. Mr. Ryan is one of Trend's directors and Trend's Chief Financial Officer and also an officer of Cadence Resources Corporation and Western Goldfields, Inc. The Company subsequently sold the 18,334 shares of the common stock of Cadence Resources Corporation for $23,084.50 and the 35,000 shares of the common stock of Western Goldfields for $27,000. The Company relied on the exemption from registration found in Section 4(2) in connection with these issuances.

In January 2003, Trend issued a total of 369,160 shares of common stock valued at $36,916 for loans and expenses payable to two individuals: 169,160 of these shares were issued to Kurt Hoffman, President of the Company, and 200,000 shares were issued to Howard Crosby in lieu of $9,500 in salary owed and $7,416 in expenses incurred on behalf of the Company, respectively. The Company relied on the exemption from registration found in Section 4(2) in connection with these issuances.

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In January 2003, Trend granted 35,000 shares of Trend's common stock valued at $3,850 to Michael Sharratt, the Chairman of Trend's board of directors, for consulting services. On the same date Trend also issued 37,500 shares to Mr. Ryan, in lieu of $3,000 salary and $700 of expenses incurred on behalf of the Company. The Company relied upon the exemption from registration found in Section 4(2) in connection with these issuances.

During fiscal year 2003, Trend also issued an aggregate of 1,683,779 shares valued at $254,500 to Howard Schraub a consultant for consulting services rendered to us. In October 2002, Trend issued 300,000 shares valued at $33,000 to Miriam Hausman, who is an associate of an existing shareholder and acts as a consultant to the Company, for consulting services rendered. Also, in September 2003, Trend issued 25,000 shares of Trend's common stock valued at $6,500 to Paul Lechler, another consultant, for consulting services rendered. The Company relied on the exemption from registration found in Section 4(2) in connection with each of these issuances.

In September 2003, Trend issued an aggregate of 150,000 shares to John P. Ryan in lieu of $15,000 of salary owed. Also in September, 2003 Trend issued 600,656 shares to Mr. Hoffman for past due salary owed of $60,066. The Company relied on the exemption from registration found in Section 4(2) in connection with these issuances.

On September 15, 2003, pursuant to Trend's 2000 Equity Incentive Plan, each of Trend's six directors received a grant of 100,000 shares of Trend's common stock, valued at $.10 per share. The Company relied on the exemption from registration found in Section 4(2) in connection with these issuances.

On December 8, 2004 and January 27, 2005, Trend issued to five accredited investors (all of which are selling stockholders under this registration statement) notes in the aggregate principal amount of $1,450,000, convertible into 4,833,336 shares of common stock and Class A Warrants and Class B Warrants to purchase shares of its common stock. If all of the Warrants are exercised, Trend will issue 4,350,000 shares of its common stock. The Class A warrants are exercisable for five years at an exercise price of $0.50 per share. The Class B Warrants are exercisable until the one hundred eightieth (180th) day following the effective date of the registration statement of which this prospectus is a part and may be exercised at a price of $0.25 per share. Trend paid a finders fee to Ghillie Finanz, AG in connection with the foregoing placement consisting of (i) $169,000, (ii) a Class A warrant to purchase 650,000 shares of Trend’s common stock, and (iii) a Class B Warrant to purchase 650,000 shares of Trend’s common stock. The Company relied on the exemption from registration found in Section 4(2) in connection with these issuances.

On July 28, 2005, Trend issued to an accredited investor, who is also a selling shareholder under this registration statement, notes in the aggregate principal amount of $350,000, convertible into 1,166,667 shares of common stock and Class A Warrants and Class B Warrants to purchase shares of its common stock. If all of the Warrants are exercised, Trend will issue 1,050,001 shares of its common stock. The Class A warrants are exercisable for five years at an exercise price of $0.50 per share. The Class B Warrants are exercisable until the one hundred eightieth (180th) day following the effective date of the registration statement of which this prospectus is a part and may be exercised at a price of $0.25 per share. Trend paid a finders fee to Ghillie Finanz, AG in connection with the foregoing placement consisting of (i) $45,500, (ii) a Class A warrant to purchase 175,001 shares of Trend’s common stock, and (iii) a Class B Warrant to purchase 175,001 shares of Trend’s common stock. The Company relied on the exemption from registration found in Section 4(2) in connection with these issuances.

In July 2005, Trend’s board granted one share of common stock for every $10 to be loaned to the Company by officers and/or directors. In July and August, $660,000 has been loaned to the Company by officers and/or directors. Thus, 66,000 shares have been granted. In granting these shares, the Company relied on the exemption from registration found in Section 4(2) in connection.

In September 2005, Trend's board granted 75,000 shares to Lloyd Clark in accordance with the lease agreement for Cree Lake, Saskatchewan currently effective between Mr. Clark and Trend. In granting these shares, the Company relied on the exemption from registration found in Section 4(2) in connection.

Each investor involved in the above financing transactions (other than shares issued for services) represented to us that they were an accredited investor.

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Item 27. Exhibits

Exhibit Number		Document Description
4.1		Form of Secured Convertible Promissory Note issued by Trend Mining Company. (1)
4.2		Form of Class A Warrant issued by Trend Mining Company. (1)
4.3		Form of Class B Warrant issued by Trend Mining Company. (1)

Opinion of Troutman Sanders LLP, as to the validity of the Securities being registered hereunder.

9.1		Voting Trust Agreement, dated as of March 31, 2000, by and between Thomas Kaplan and Electrum LLC. (2)
9.2		Amendment to Voting Trust Agreement, dated as of March 31, 2001, by and between Thomas Kaplan and Electrum LLC. (3)
9.3		Voting Trust Agreement, dated as of August 27, 2003, by and between Thomas Kaplan and LCM Holdings, LDC. (4)
10.1		Stock Purchase Agreement, dated as of December 29, 1999, between Tigris Financial Group Ltd. and the Company. (5)
10.2		Amendment to Stock Purchase Agreement, dated as of June 27, 2000, by and between Electrum LLC and the Company; and Warrant Agreement, dated June 9, 2000, by and between the Company and Tigris Financial Group Ltd. (5)
10.3		Letter Agreement, dated November 10, 2000, by and between the Company and Electrum LLC. (6)
10.4		Letter Agreement, dated November 17, 2000, by and between the Company and Electrum LLC. (6)
10.5		Loan Facility Agreement, dated December 6, 2000, by and between the Company and Electrum LLC. (6)
10.6++		2000 Equity Incentive Plan, adopted February 23, 2001. (7)
10.7		Loan Agreement, dated March 12, 2001, by and between the Company and Electrum LLC. (8)
10.8		Letter Agreement, dated April 11, 2001, by and between the Company and Electrum LLC. (9)
10.9++		Employment Agreement, dated July 1, 2001, by and between the Company and John P. Ryan. (10)
10.10		Form of Loan Facility, dated August 16, 2001, between the Company and Lillian Berger. (10)
10.11		Loan Facility, dated September 28, 2001, between the Company and Lillian Berger. (10)
10.12		Form of Loan Facility, dated October 22, 2001, between the Company and 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. and the Estate of Lillian Berger and Larry Buchanan. (10)
10.15++		Amended Employment Agreement, dated September 1, 2002, by and between the Company and John P. Ryan. (10)
10.16		Form of Subscription Agreement in connection with October - December 2002 private placement. (10)
10.17		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)
10.18		Promissory Note, dated August 29, 2003, from the Company to CGT Management Ltd. (10)
10.19		Form of Amendment to Promissory Note, dated November 27, 2003, by and between the Company and CGT Management Ltd. (10)
10.20		Waiver Agreement dated February 12, 2004, by and between the Company and Electrum LLC, and between the Company and LCM Holdings LDC. (10)

II-4

Exhibit Number		Document Description
10.21		Amended Loan and Warrant Agreement dated February 12, 2004, by and between the Company and Electrum LLC, and between the Company and LCM Holdings LDC. (10)

10.22*

Joint Venture Agreement effective as of January 1, 2005, by and between the Company and Aurora Metals (BVI) Limited.

10.23

Form of Subscription Agreement dated as of January 27, 2005, by and among Trend Mining Company and the purchasers identified therein. (1)

10.24*		Lease Agreement effective as of September 2, 2004, by and between the Company and Lloyd Clark.
23.1+		Consent of Troutman Sanders LLP (included in Exhibit 5).

23.2+		Consent of Williams & Webster, P.S.

+		Filed herewith.

Previously filed.

++		Indicates an exhibit that constitutes an executive compensation plan.
(1)		Incorporated by reference to the Company’s Current Report on Form 8-K dated January 27, 2005, filed with the Commission on January 28, 2005, File No. 0-31159.
(2)		Incorporated by reference to Schedule 13D by Thomas S. Kaplan, filed with the Commission on October 4, 2000, File No. 0-559667.
(3)		Incorporated by reference to Schedule 13D/A by Thomas S. Kaplan, filed with the Commission on May 23, 2001, File No. 0-559667.
(4)		Incorporated by reference to Schedule 13D/A by Thomas S. Kaplan, filed with the Commission on November 21, 2003, File No. 0-559667.

(5)

Incorporated by reference to the Company's Registration Statement on Form 10-KSB, Amendment No. 1, filed with the Commission on September 27, 2000, File No. 0-31159.

(6)		Incorporated by reference to the Company's Annual Report on Form 10-KSB for the fiscal year ended September 30, 2000, File No. 0-31159.
(7)		Incorporated by reference to the Company's definitive Proxy Statement on Schedule 14A, filed with the Commission on January 29, 2001.

(8)		Incorporated by reference to the Company's Registration Statement on Form 10-KSB, Amendment No. 4, filed with the Commission on March 26, 2001, File No. 0-31159.
(9)		Incorporated by reference to the Company's Registration Statement on Form 10-KSB, Amendment No. 5, filed with the Commission on May 25, 2001, File No. 0-31159.
(10)		Incorporated by reference to the Company's Annual Report on Form 10-KSB for the fiscal year ended September 30, 2004 filed with the Commission on January 13, 2005, File No. 0-31159.

Item 28. Undertakings

(a). The undersigned hereby undertakes:

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933 if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

II-5

(iii) To include any additional or changed material information on the plan of distribution.

2. That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

C. Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or paid by a director, officer or controlling person of the small business issuer in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the small business issuer will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorized this Form SB-2 Registration Statement to be signed on its behalf by the undersigned, in the city of Littleton, state of Colorado, on this 15th day of September 2005.


	TREND MINING COMPANY

	By:	/s/ Thomas Loucks
		Name: Thomas Loucks
		Title: President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date

/s/ Thomas A. Loucks	President, Chief Executive Officer	September 15, 2005
Thomas A. Loucks	and Director (Principal Executive Officer)

/s/ John P. Ryan	Chief Financial Officer, Secretary,	September 15, 2005
John P. Ryan	Treasurer and Director (Principal Financial Officer)

*/s/ J. Michael Sharratt	Director	September 15, 2005
J. Michael Sharratt

*/s/ Bobby E. Cooper	Director	September 15, 2005
Bobby E. Cooper

*/s/ Jeffrey M. Christian	Director	September 15, 2005
Jeffrey M. Christian

*/s/ Ishiung J. Wu	Director	September 15, 2005
Ishiung J. Wu

*By: /s/ Thomas A. Loucks
Thomas A. Loucks Attorney-in-fact

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EXHIBIT INDEX

Exhibit Number		Document Description
4.1		Form of Secured Convertible Promissory Note issued by Trend Mining Company. (1)
4.2		Form of Class A Warrant issued by Trend Mining Company. (1)
4.3		Form of Class B Warrant issued by Trend Mining Company. (1)

Opinion of Troutman Sanders LLP, as to the validity of the Securities being registered hereunder.

9.1		Voting Trust Agreement, dated as of March 31, 2000, by and between Thomas Kaplan and Electrum LLC. (2)
9.2		Amendment to Voting Trust Agreement, dated as of March 31, 2001, by and between Thomas Kaplan and Electrum LLC. (3)
9.3		Voting Trust Agreement, dated as of August 27, 2003, by and between Thomas Kaplan and LCM Holdings, LDC. (4)
10.1		Stock Purchase Agreement, dated as of December 29, 1999, between Tigris Financial Group Ltd. and the Company. (5)
10.2		Amendment to Stock Purchase Agreement, dated as of June 27, 2000, by and between Electrum LLC and the Company; and Warrant Agreement, dated June 9, 2000, by and between the Company and Tigris Financial Group Ltd. (5)
10.3		Letter Agreement, dated November 10, 2000, by and between the Company and Electrum LLC. (6)
10.4		Letter Agreement, dated November 17, 2000, by and between the Company and Electrum LLC. (6)
10.5		Loan Facility Agreement, dated December 6, 2000, by and between the Company and Electrum LLC. (6)
10.6++		2000 Equity Incentive Plan, adopted February 23, 2001. (7)
10.7		Loan Agreement, dated March 12, 2001, by and between the Company and Electrum LLC. (8)
10.8		Letter Agreement, dated April 11, 2001, by and between the Company and Electrum LLC. (9)
10.9++		Employment Agreement, dated July 1, 2001, by and between the Company and John P. Ryan. (10)
10.10		Form of Loan Facility, dated August 16, 2001, between the Company and Lillian Berger. (10)
10.11		Loan Facility, dated September 28, 2001, between the Company and Lillian Berger. (10)
10.12		Form of Loan Facility, dated October 22, 2001, between the Company and 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. and the Estate of Lillian Berger and Larry Buchanan. (10)
10.15++		Amended Employment Agreement, dated September 1, 2002, by and between the Company and John P. Ryan. (10)
10.16		Form of Subscription Agreement in connection with October - December 2002 private placement. (10)
10.17		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)
10.18		Promissory Note, dated August 29, 2003, from the Company to CGT Management Ltd. (10)
10.19		Form of Amendment to Promissory Note, dated November 27, 2003, by and between the Company and CGT Management Ltd. (10)
10.20		Waiver Agreement dated February 12, 2004, by and between the Company and Electrum LLC, and between the Company and LCM Holdings LDC. (10)

II-8

Exhibit Number		Document Description
10.21		Amended Loan and Warrant Agreement dated February 12, 2004, by and between the Company and Electrum LLC, and between the Company and LCM Holdings LDC. (10)

10.22*

Joint Venture Agreement effective as of January 1, 2005, by and between the Company and Aurora Metals (BVI) Limited.

10.23

Form of Subscription Agreement dated as of January 27, 2005, by and among Trend Mining Company and the purchasers identified therein. (1)

10.24*		Lease Agreement effective as of September 2, 2004, by and between the Company and Lloyd Clark.
23.1+		Consent of Troutman Sanders LLP (included in Exhibit 5).

23.2+		Consent of Williams & Webster, P.S.

+		Filed herewith.

Previously filed.

++		Indicates an exhibit that constitutes an executive compensation plan.
(1)		Incorporated by reference to the Company’s Current Report on Form 8-K dated January 27, 2005, filed with the Commission on January 28, 2005, File No. 0-31159.
(2)		Incorporated by reference to Schedule 13D by Thomas S. Kaplan, filed with the Commission on October 4, 2000, File No. 0-559667.
(3)		Incorporated by reference to Schedule 13D/A by Thomas S. Kaplan, filed with the Commission on May 23, 2001, File No. 0-559667.
(4)		Incorporated by reference to Schedule 13D/A by Thomas S. Kaplan, filed with the Commission on November 21, 2003, File No. 0-559667.

(5)

Incorporated by reference to the Company's Registration Statement on Form 10-KSB, Amendment No. 1, filed with the Commission on September 27, 2000, File No. 0-31159.

(6)		Incorporated by reference to the Company's Annual Report on Form 10-KSB for the fiscal year ended September 30, 2000, File No. 0-31159.
(7)		Incorporated by reference to the Company's definitive Proxy Statement on Schedule 14A, filed with the Commission on January 29, 2001.

(8)		Incorporated by reference to the Company's Registration Statement on Form 10-KSB, Amendment No. 4, filed with the Commission on March 26, 2001, File No. 0-31159.
(9)		Incorporated by reference to the Company's Registration Statement on Form 10-KSB, Amendment No. 5, filed with the Commission on May 25, 2001, File No. 0-31159.
(10)		Incorporated by reference to the Company's Annual Report on Form 10-KSB for the fiscal year ended September 30, 2004 filed with the Commission on January 13, 2005, File No. 0-31159.

II-9

Trend Mining (TRDM) Inactive SB-2/ARegistration of securities for small business issuer (amended)