Trend Mining (TRDM) 10QSB/A 2005 Q2 Quarterly report (small business) (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________

FORM 10-QSB/A

(Amendment No. 1)

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

For the quarterly period ended June 30, 2005

TREND MINING COMPANY 

(Name of Small Business Issuer in its Charter) 

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

5439 South Prince Street

Littleton Colorado 80120

(Address of principal executive 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 x No o

The number of shares outstanding at June 30, 2005: 36,275,215 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 June 30, 2005, as filed with the Securities and Exchange Commission (the “Commission”) on August 19, 2005 (the "Original Filing"). The purpose of this Amendment is to restate the financial statements to account for the expiration of 130,000 warrants valued at $10,137. This amount was reclassified to additional paid-in capital. This results in the following changes for the nine months ended June 30, 2005: additional paid in capital increased by $10,137 and stock options and warrants decreased by $10,137.

TREND MINING COMPANY

FINANCIAL STATEMENTS
Balance Sheets	1
Statements of Operations	2
Statement of Stockholders’ Equity (Deficit)	3
Statements of Cash Flows	8
NOTES TO THE FINANCIAL STATEMENTS	10

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.

1

TREND MINING COMPANY

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS

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

2

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		0		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		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 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.

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, 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	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.

4

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, 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:		192,000		1,920		190,080		—			—			—			192,000
- for cash of $1.00 per share
- 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.

5

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, 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. 

6

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, 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 $.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	$	722,429	$	15,519,247	$	2,467,948		$	(21,697,989	)	$	—		$	(2,988,365	)

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

7

TREND MINING COMPANY

(An Exploration Stage Company)

STATEMENT OF CASH FLOWS

							Period from October 1,
	Nine Months Ended June30, 2005						1996 (Inception of
							Exploration Stage) to
	2005 (unaudited)			2004 (unaudited) Restated			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. 

8

TREND MINING COMPANY

(An Exploration Stage Company)

STATEMENT OF CASH FLOWS

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

9

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.

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.

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.

10

TREND MINING COMPANY

(An Exploration Stage Company)

CONDENSED NOTES TO THE FINANCIAL STATEMENTS

June 30, 2005

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.

11

TREND MINING COMPANY

(An Exploration Stage Company)

CONDENSED NOTES TO THE FINANCIAL STATEMENTS

June 30, 2005

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.

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.

12

TREND MINING COMPANY

(An Exploration Stage Company)

CONDENSED NOTES TO THE FINANCIAL STATEMENTS

June 30, 2005

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 June 30, 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.

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.

13

TREND MINING COMPANY

(An Exploration Stage Company)

CONDENSED NOTES TO THE FINANCIAL STATEMENTS

June 30, 2005

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 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 OPTIONS AND 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

14

TREND MINING COMPANY

(An Exploration Stage Company)

CONDENSED NOTES TO THE FINANCIAL STATEMENTS

June 30, 2005

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.

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.

NOTE10 - 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.

15

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

The Company’s operating losses for the three-month period ended June 30, 2005 totaled $231,616. The accumulated deficit since inception of the current exploration stage is $10,864,734, and Trend’s total loss since inception of the company is $11,423,238. The third quarter operating loss is due primarily to general and administrative expenses of $50,177, officer and director compensation of $32,000, exploration expenses of $48,088, consulting expenses of 74,201 and legal and professional fees of $26,482. Operating cash at the end of the quarter totaled $116,867.

The Company needs approximately $50,000 per month to cover its general and administrative expenses, accounting and legal fees, consulting fees and officers’ compensation. Additionally, management’s plans for the next twelve months include a minimum $300,000 in cash expenditures for exploration activity on the Lake Owen, Peter Lake, and the Stillwater properties. This number may be decreased or increased depending on the results of the field work completed this season. The overhead and planned exploration expenditures are currently largely unfunded. 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 announced on June 21, 2005 that it had signed an option to acquire the Andacolla Mine located in northern Chile and had paid a $300,000 option payment upon signing. The total purchase price was $5.4 million in cash, payable as $300,000 down, $2.7 million on definitive closing, $1 million twelve months from closing, and $1.4 million at 24 months from closing. As of the date of this report the Company has paid two extension payments totaling $600,000 toward purchase of the mine, and must close the transaction no later than September 19, 2005.

If the Company closes the purchase of the mine, the Company estimates that restarting the mine will require approximately $4.6 million in capital, consisting of approximately $1.6 million to complete the preparation of new heap leach pads, $400,000 to mobilize an earth-moving contractor, $400,000 for adjustments to the plant, $20,000 to move an existing pipeline, and $2.2 million in working capital to carry the operation until it reaches full gold production.

These numbers are subject to change as the Company progresses on the project.

In addition to the capital requirements of Andacolla, 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.

16

(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.

17

PART II - OTHER INFORMATION

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.

We are unaware of any other legal proceedings involving the Company at this time.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

We had 36,275,215 shares of common stock issued and outstanding as of June 30, 2005.

Common Stock

During the report period the Company issued 210,000 shares of common stock for services at an average price of $0.29 per share.

Options

None issued during the reporting period.

Warrants

None issued during the reporting period

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.

8-KCurrent report, items 7.01 and 9.01 2005-06-27 000-31159

18

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
	Treasurer and Chief Financial Officer (Principal Financial Officer)

19