Trend Mining (TRDM) 10QSB/A 2005 Q1 Quarterly report (small business) (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-QSB/A

(Amendment No. 1)

Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2005

TREND MINING COMPANY

(Name of Small Business Issuer in its Charter)

Delaware	81-0304651
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

5575 South Sycamore Street, Suite 103, Littleton Colorado 80120

(Address of principal executive office)

Issuer’s telephone number: 303-798-7363

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

None

(Title of Class)

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

Common par value $0.01

(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  xNo o

The number of shares outstanding at March 31, 2005: 36,065,215 shares

EXPLANATORY NOTE

Trend Mining Company (the "Company") is filing this Amendment on Form 10-QSB/A (the “ Amendment”) to amend its quarterly report for the period ended March 31, 2005, as filed with the Securities and Exchange Commission (the “Commission”) on May 23, 2005 (the "Original Filing"). The purpose of this Amendment is to restate the financial statements to account for the expiration of 40,000 warrants valued at $4,450, this amount was reclassified to additional paid-in capital, and to carry through the correction of an error reported on the restated financial statements and notes thereto for the fiscal year ended September 30, 2004. This results in the following changes for the six months ended March 31, 2005: stock options and warrants decreased by $4,450, accumulated deficit during exploration stage increased by $210,194 and additional paid-in capital increased by $214,644.

-2-

TREND MINING COMPANY

(An Exploration Stage Company)

Financial Statements

March 31, 2005

TREND MINING COMPANY

FINANCIAL STATEMENTS
Balance Sheets	4
Statements of Operations	5
Statement of Stockholders’ Equity (Deficit)	6
Statements of Cash Flows	12
NOTES TO THE FINANCIAL STATEMENTS	14
MANAGEMENT DISCUSSION AND ANALYSIS	19
ITEM 1. FINANCIAL STATEMENTS AND NOTES

-3-

TREND MINING COMPANY

(An Exploration Stage Company)

BALANCE SHEETS

	March 31 2005 (unaudited)			September 30, 2004
	Restated			Restated
ASSETS
CURRENT ASSETS
Cash	$	766,453		$	8,313
Prepaid expenses		-			2,948
TOTAL CURRENT ASSETS		766,453			11,261
MINERAL PROPERTIES		-			-
PROPERTY AND EQUIPMENT, net of depreciation		7,151			6,631
TOTAL ASSETS	$	773,604		$	17,892
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable	$	51,880		$	205,686
Accrued expenses		72,880			75,780
Convertible debt, current portion		457,656			-
Interest payable		196,068			125,561
Loans payable to shareholders		1,047,857			1,032,857
TOTAL CURRENT LIABILITIES		1,826,341			1,439,884
LONG-TERM LIABILITIES
Convertible debt, net of debt discount		153,089			-
TOTAL LONG-TERM LIABILITIES		153,089			-
COMMITMENTS AND CONTINGENCIES		-			-
STOCKHOLDERS' DEFICIT
Preferred stock, $0.01 par value, 20,000,000 shares authorized; no shares issued and outstanding		-			-
Common stock, $0.01 par value, 100,000,000 shares authorized; 36,065,215 and 35,967,715 shares issued and outstanding, respectively		360,652			359,677
Additional paid-in capital		7,545,900			7,518,815
Stock options and warrants		1,499,367			974,268
Beneficial conversion rights		383,745			-
Pre-exploration stage accumulated deficit		(558,504	)		(558,504	)
Accumulated deficit during exploration stage		(10,436,986	)		(9,716,248	)
TOTAL STOCKHOLDERS' DEFICIT		(1,205,826	)		(1,421,992	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	773,604		$	17,892

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

-4-

TREND MINING COMPANY

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS

													Period from October 1, 1996
	Three Months Ended March 31,						Six Months Ended March 31,						(Inception of Exploration Stage) to
	2005 (unaudited)			2004 (unaudited)			2005 (unaudited)			2004 (unaudited)			2005 (unaudited)
				Restated						Restated			Restated
REVENUES	$	-		$	-		$	-		$	-		$	-
EXPENSES
Exploration expense		80,880			-			99,893			-			3,028,768
General and administrative		137,191			14,540			178,101			44,720			2,756,249
Officers and directors compensation		28,500			38,100			58,492			75,100			1,717,682
Legal and professional		70,211			54,836			81,722			77,633			1,487,601
Depreciation		1,101			690			1,993			1,379			53,869
Total Expenses		317,883			108,166			420,201			198,832			9,044,169
OPERATING LOSS		(317,883	)		(108,166	)		(420,201	)		(198,832	)		(9,044,169	)
OTHER INCOME (EXPENSE)
Dividend and interest income		731			-			731			-			7,129
Gain (loss) on disposition and impairment of assets		-			-			-			-			(177,519	)
Gain (loss) on investment sales		-			-			-			-			(63,813	)
Financing expense		(287,406	)		-			(287,406	)		-			(1,422,519	)
Interest expense		(48,121	)		(25,629	)		(76,765	)		(44,531	)		(392,901	)
Miscellaneous income		88			(117	)		88			139			26,845
Forgiveness of debt		62,815			-			62,815			-			629,961
Total Other Income (Expense)		(271,893	)		(25,746	)		(300,537	)		(44,392	)		(1,392,817	)
INCOME (LOSS) BEFORE INCOME TAXES		(589,776	)		(133,912	)		(720,738	)		(243,224	)		(10,436,986	)
INCOME TAXES		-			-			-			-			-
NET INCOME (LOSS)		(589,776	)		(133,912	)		(720,738	)		(243,224	)		(10,436,986	)
OTHER COMPREHENSIVE INCOME (LOSS)
Change in market value of investments		-			(17,130	)		-			(33,030	)		1,800
NET COMPREHENSIVE INCOME (LOSS)	$	(589,776	)	$	(151,042	)	$	(720,738	)	$	(276,254	)	$	(10,435,186	)
BASIC AND DILUTED NET INCOME (LOSS) PER SHARE	$	(0.02	)	$	nil		$	(0.02	)	$	(0.01	)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING		36,036,048			33,229,085			36,005,215			33,229,085

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

-5-

TREND MINING COMPANY

(An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

	Common Stock				Additional		Stock Options		Beneficial					Other
	Number of Shares		Amount		Paid-In Capital		and Warrants		Conversion Rights		Accumulated Deficit			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		-		-		-		2,639				-			-		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.

-6-

TREND MINING COMPANY

(An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

	Common Stock				Additional		Stock Options		Beneficial					Other
	Number of Shares		Amount		Paid-In Capital		and Warrants		Conversion Rights		Accumulated Deficit			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.

-7-

TREND MINING COMPANY

(An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

	Common Stock					Additional		Stock Options			Beneficial					Other
	Number of Shares			Amount		Paid-In Capital		and Warrants			Conversion Rights		Accumulated Deficit			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.

-8-

TREND MINING COMPANY

(An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

	Common Stock				Additional		Stock Options			Beneficial					Other
	Number of Shares		Amount		Paid-In Capital		and Warrants			Conversion Rights		Accumulated Deficit			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 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	)

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

-9-

TREND MINING COMPANY

(An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

	Common Stock				Additional		Stock Options			Beneficial					Other
	Number of Shares		Amount		Paid-In Capital		and Warrants			Conversion Rights		Accumulated Deficit			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.

-10-

TREND MINING COMPANY

(An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

Common Stock		Additional	Stock Options	Beneficial		Other
Number of Shares	Amount	Paid-In Capital	and Warrants	Conversion Rights	Accumulated Deficit	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 $.38 per share	10,000		100		3,700		-			-		-			-			3,800
- for services at an average of $.23 per share	87,500		875		18,935		-			-		-			-			19,810
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 warrants	-		-		4,450		(4,450	)		-		-			-			-
Net loss for the period ended March 31, 2005 (unaudited and restated)	-		-		-		-			-		(720,738	)		-			(720,738	)
Balance, March 31, 2005 (unaudited and restated)	36,065,215	$	360,652	$	7,545,900	$	1,499,367		$	383,745	$	(10,995,490	)	$	-		$	(1,205,826	)

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

-11-

TREND MINING COMPANY

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

	Six Months Ended March 31,						Period from October 1, 1996 (Inception of Exploration Stage) to March 31
	2005 (unaudited)			2004 (unaudited)			2005 (unaudited)
	Restated			Restated			Restated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(720,738	)	$	(243,224	)	$	(10,436,986	)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation		1,993			1,379			53,869
Amortization of debt discount		293,627			-			293,627
Loss on investment sales		-			-			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 settlement of vendor account		-			-			(138,766	)
Interest expense forgiven by related parties		-			-			20,848
Common stock issued for services and expenses		19,810			-			1,003,784
Common stock issued for payables and accrued expenses		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:
Prepaid expenses and inventory		2,948			-			3,805
Accounts payable		(153,806	)		36,632			161,653
Accounts payable - checks in excess of bank balance		-			(3,297	)		7
Accrued expenses		(2,900	)		75,100			(1,305	)
Interest payable		70,507			(50,546	)		170,010
Net cash used by operating activities		(484,759	)		(183,956	)		(5,153,833	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of equipment		-			-			35,126
Purchase of fixed assets		(2,513	)		-			(6,871	)
Proceeds from sales of mineral property		-			-			20,000
Purchase of furniture and equipment		-			-			(41,695	)
Proceeds from investments sold		-			-			183,161
Net cash provided by investing activities		(2,513	)		-			189,721
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on notes payable and short-term borrowings		-			(65,000	)		(124,556	)
Proceeds from internal securities sale		-			210,194			210,194
Sale of warrants for common stock		-			-			10,000
Proceeds from borrowings		1,245,412			40,000			2,714,569
Sale of common stock, subscriptions and exercise of options		-			-			2,693,151
Issuance of penalty shares		-			-			223,600
Net cash provided by financing activities		1,245,412			185,194			5,726,958
NET INCREASE IN CASH		758,140			1,238			762,846
CASH, BEGINNING OF PERIOD		8,313			2,558			3,607
CASH, END OF PERIOD	$	766,453		$	3,796		$	766,453

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

-12-

TREND MINING COMPANY

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

	Six Months Ended March 31,				Period from October 1, 1996 (Inception of Exploration Stage) to March 31
	2005 (unaudited)		2004 (unaudited)		2005 (unaudited)
	Restated		Restated		Restated
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	-	$	-	$	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	$	19,810	$	-	$	1,003,784
Common stock issued for investment	$	-	$	-	$	185,168
Common stock issued for payables and accrued expenses	$	3,800	$	-	$	223,365
Common stock issued for incentive fees	$	-	$	-	$	21,544
Common stock and options issued as compensation	$	-	$	-	$	977,375
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.

-13-

TREND MINING COMPANY

(An Exploration Stage Company)

CONDENSED NOTES TO THE FINANCIAL STATEMENTS

March 31, 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 six-month period ended March 31, 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.

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.

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.

-14-

TREND MINING COMPANY

(An Exploration Stage Company)

CONDENSED NOTES TO THE FINANCIAL STATEMENTS

March 31, 2005

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.

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 $10,995,490. 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.

-15-

TREND MINING COMPANY

(An Exploration Stage Company)

CONDENSED NOTES TO THE FINANCIAL STATEMENTS

March 31, 2005

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.

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.

-16-

TREND MINING COMPANY

(An Exploration Stage Company)

CONDENSED NOTES TO THE FINANCIAL STATEMENTS

March 31, 2005

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.

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.

-17-

TREND MINING COMPANY

(An Exploration Stage Company)

CONDENSED NOTES TO THE FINANCIAL STATEMENTS

March 31, 2005

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.

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.

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 March 31, 2005	$	1,047,857

NOTE 5 - CONVERTIBLE BRIDGE LOANS

2004Convertible 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.

-18-

TREND MINING COMPANY

(An Exploration Stage Company)

CONDENSED NOTES TO THE FINANCIAL STATEMENTS

March 31, 2005

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

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.

As of March 31, 2005, the Company is showing the principal value of the debt, less the unamortized debt discounts of approximately $839,300 as the carrying value of the debt. The Company has accrued approximately $29,400 of accrued interest related to these notes as of March 31, 2005.

NOTE 6 - COMMON STOCK

During the six month period ended March 31, 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 87,500 shares for services at an average of $0.23 per share.

-19-

TREND MINING COMPANY

(An Exploration Stage Company)

CONDENSED NOTES TO THE FINANCIAL STATEMENTS

March 31, 2005

NOTE 7 - COMMON STOCK WARRANTS

Following is a summary of the status of warrants outstanding during the six month period ended March 1, 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		(40,000	)		1.00
Outstanding at March 31, 2005		13,178,174			0.42
Weighted average fair value of warrants granted in six month period ended March 31, 2005				$	0.12

Following is a summary of warrants outstanding at March 31, 2005:

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
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
13,178,174

For the six month period ended March 31, 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 six months ended March 31, 2005, 40,000 warrants valued at $4,450 expired. This amount was reclassified to additional paid-in capital.

NOTE 8 - INCOME TAXES

As of March 31, 2005 the Company had net deferred tax assets of approximately $1,960,000. Because of the Company’s history of operating losses, management has provided a valuation allowance equal to its net deferred tax assets. For the six month period ended March 31, 2005 the valuation allowance increased approximately $217,000.

-20-

TREND MINING COMPANY

(An Exploration Stage Company)

CONDENSED NOTES TO THE FINANCIAL STATEMENTS

March 31, 2005

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 it’s common stock on commencement of the agreement; 20,000 shares and $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.

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 ($0.01per share). The effect to current period financial reporting is to increase the loss since inception by $210,194 and increase additional paid-in capital by $210,194.

-21-

ITEM 2. MANAGEMENT'S DISCUSSION, ANALYSIS, AND PLAN OF OPERATIONS

The Company's operating losses for the three-month period ended March 31, 2005 totaled $317,883. The accumulated deficit since inception of the current exploration stage is $10,436,986, and Trend's total loss since inception of the company is $10,995,490. The third quarter operating loss is due primarily to general and administrative expenses of $137,191, officer and director compensation of $28,500, exploration expenses of $80,880 and legal and professional fees of $70,211. Operating cash at the end of the quarter totaled $766,453.

During the reporting period, the Company closed two tranches of a convertible debt financing of gross proceeds of $1,450,000. The promissory notes are convertible into shares of the Company's common stock at a fixed conversion price of $0.30 of principal and interest outstanding if the average closing market price of the Company stock for the twenty consecutive trading days proceeding the repayment date exceeds or is equal to $0.345. If the average market price does not equal or exceed $0.345 per share, then the Company may pay the Holder in cash at the rate of 104% of the required scheduled payment or the Company may pay in freely tradable common shares at a conversion rate equal to 80% of the average of the five lowest closing bid prices for the twenty consecutive trading days proceeding the repayment date. Trend also issued warrants in connection with this offering, the terms of which are further described below in Part II, Item 2 in the section entitled "Warrants".

The Company needs approximately $40,000 per month to cover its general and administrative expenses, accounting and legal fees, and officers' compensation. 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 the Stillwater properties. Given these factors and Trend's long record of losses, these conditions raise a question of whether the Company will continue as an ongoing business.

The Company intends to seek additional financing from the public or private debt or equity markets to continue its business activities. Under the Company's Delaware certificate of incorporation, Trend has 100,000,000 authorized shares of common stock and is authorized to issue 20,000,000 shares of preferred stock. Trend currently has no preferred shares issued and outstanding.

Although the Company intends to continue to seek additional financing through sales of common stock or other means, there can be no assurance that its efforts to obtain additional financing will be successful, or that additional financing will be available on terms acceptable to the Company. Additionally the terms of the newly closed convertible debt impose additional restrictions on the conditions under which management could accept new debt or equity financing.

The Company projects a need for up to $6 million of financing over the next two years to fully implement its exploration plans on the properties it now controls. Without this level of financing, management intends to adjust its spending and focus on making land and advance royalty payments necessary to retain control of the properties, and to perform the minimum work requirements delineated in its joint venture agreements, or as required by governmental authority. If the Company is not able to raise sufficient capital it may lose control of some or all of its existing properties, or be diluted to a minimum position due to: 1) an inability to match the spending of its joint venture partners; 2) for non-payment of land fees or advance royalties; 3) for non-performance of the terms of its agreements.

ITEM 3.CONTROLS AND PROCEDURES.

(a) Evaluation of disclosure controls and procedures. Within the 90 days prior to the filing of this Quarterly Report on Form 10-QSB (the "Evaluation Date"), the Company carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer and its Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Exchange Act). Based upon that evaluation, the Company's Chief Executive Officer and its Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective to ensure that material information required to be disclosed by it in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms. It should be noted, however, that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

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(b) Changes in internal controls. The Company evaluates its internal controls for financial reporting purposes on a regular basis. Based upon the results of these evaluations, the Company considers what revisions, improvements and/or corrective actions are necessary in order to ensure that its internal controls are effective. During the reporting period the Company shifted most of its cash balances to its banking account located near Denver, CO. This was done to allow the President of the Company more access and control of Company funds so that he can more easily undertake the exploration programs outlined for the Company. The President and CFO routinely review the funding requirements and cash balances of the Company and major expenditures are jointly approved by the Officers of the Company as well as the Board of Directors.

The Company has not made any other significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of their last evaluation.

FORWARD-LOOKING STATEMENTS

This Form 10-QSB contains forward-looking statements that involve substantial risks and uncertainties. Investors and prospective investors in our common stock can identify these statements by forward-looking words such as "may,"  "will,"  "expect,"  "intend,"  "anticipate," believe,"  "estimate,"  "continue" and other similar words. Statements that contain these words should be read carefully because they discuss our future expectations, make projections of our future results of operations or of our financial condition or state other "forward-looking" information.

We believe that it is important to communicate our future expectations to our investors. However, there may be events in the future that we are not able to predict accurately or control. The factors listed in the section captioned "Management's Discussion and Analysis or Plan of Operation," as well as any cautionary language in this Form 10-QSB, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. Investors and prospective investors in our common stock should be aware that the occurrence of the events described in the "Management's Discussion and Analysis or Plan of Operation" section and elsewhere in this Form 10-QSB could have a material adverse effect on our business, operating results and financial condition.

PART II

ITEM 1. LEGAL PROCEEDINGS.

Nevada Southwest Investments LLC, dba Reno Business Park, obtained a judgment against the Company in the Second Judicial District, Washoe County, Nevada to collect the amount of $17,608.29 due under a rental lease agreement for office space the Company chose to vacate. The Company did not contest this action since it had no basis to do so. This court judgment, unless paid, may ultimately result in liens against the Company bank account, other Company assets, or the mineral properties held by the Company. Such liens may have the impact of reducing the capability of the Company to remain as a going concern. The Company is currently negotiating with the counsel of the creditor to make suitable payment arrangements to pay this judgment over time or in a lump sum.

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We are unaware of any other legal proceedings involving the Company at this time. However, because we have accounts payable, some of which are overdue, it is possible that at anytime creditors of the Company could take action to collect such amounts due.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

We had 36,065,215 shares of common stock issued and outstanding as of March 31, 2005.

Common Stock

During the report period the Company issued 10,000 shares for accounts payable at $.38 per share and 87,500 shares for services at $.23 per share.

Options

None issued during the reporting period.

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Warrants

In connection with the convertible debt offering described above, 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 1,933,333 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 2,416,667 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 180 days after the effective date of a registration statement registering the shares issuable upon conversion of the notes and exercise of the warrants.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

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

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits None.

(b) Reports on Form 8-K.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TREND MINING COMPANY
Date: September 20, 2005	By:	/s/ Thomas Loucks
		Thomas Loucks President and Chief Executive Officer (Principal Executive Officer)

By:	/s/ John P. Ryan
	John P. Ryan Chief Financial Officer (Principal Financial Officer)

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