UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB – Amendment No. 1
[xx]
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2005
Commission file Number: 000-50978
TREND TECHNOLOGY CORPORATION
(Exact name of small business issuer as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
98-0414501
(I.R.S. Employer Identification Number)
Suite 1020, 510 Burrard Street
Vancouver, British Columbia, V6C 3A8
(Address of principal executive offices)
(604)681-9588
(Issuer's telephone number)
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:
9,902,300 common shares as at August 12, 2005
Transitional Small Business Disclosure Format (check one): Yes [ ] No [ X ]
TREND TECHNOLOGY CORPORATION
INDEX
PART 1.
FINANCIAL INFORMATION
Item 1.
Financial Statements
Balance Sheets as of June 30, 2005 and March 31, 2005
Statement of Operations for the period ended June 30, 2005
Statement of Stockholders' Equity for the period ended June 30, 2005
Statements of Cash Flows for the period ended June 30, 2005
Notes to Financial Statements
Item 2
Plan of Operation
Item 3
Disclosure Controls and Procedures
PART II.
OTHER INFORMATION
Item 1
Legal Proceedings
Item 2
Unregistered Sales of Equity Securities and Use of Proceeds
Item 3
Defaults Upon Senior Securities
Item 4
Submission of Matters to a Vote of Security Holders
Item 5
Other Information
Item 6
Exhibits and Reports on Form 8K
SIGNATURES
TREND TECHNOLOGY CORPORATION
(An exploration stage company)
Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
June 30, 2005
Index
Balance Sheets
Statements of Operations
Statements of Stockholders’ Equity
Statements of Cash Flows
Notes to Financial Statements
TREND TECHNOLOGY CORPORATION | ||||
(An exploration stage company) | ||||
Balance Sheets | ||||
(Expressed in U.S. Dollars) | ||||
(Unaudited) |
|
|
|
|
June 30, | March 31, | |||
|
| 2005 |
| 2005 |
ASSETS | ||||
Current Assets | ||||
Cash | $ | 60,244 | $ | 65,097 |
Total Current Assets | 60,244 | 65,097 | ||
Mineral Properties (Note 2) | - | - | ||
Total Assets | $ | 60,244 | $ | 65,097 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
Current Liabilities | ||||
Accounts payable and accrued liabilities (Note 3) | $ | 7,369 | $ | 6,000 |
STOCKHOLDERS' EQUITY | ||||
Capital Stock | ||||
Authorized: | ||||
100,000,000 shares of common stock with a par value of $0.0001 | ||||
Issued and outstanding: | ||||
9,902,300 shares of common stock as at June 30, 2005 and March 31, 2005 | 990 | 990 | ||
Additional paid-in capital | 98,033 | 98,033 | ||
Deficit accumulated during the exploration stage | (46,148) | (39,926) | ||
Total Stockholders' Equity |
| 52,875 |
| 59,097 |
Total liabilities and stockholders’ equity | $ | 60,244 | $ | 65,097 |
The accompanying notes are an integral part of these financial statements. | ||||
TREND TECHNOLOGY CORPORATION | |||||||||||
(An exploration stage company) | |||||||||||
Statements of Operations | |||||||||||
(Expressed in U.S. Dollars) | |||||||||||
(Unaudited) |
|
|
|
| |||||||
March 1, 2003 | Three | Three | |||||||||
(commencement | Months | Months | |||||||||
of operations) | Ended | Ended | |||||||||
to June 30, | June 30, | June 30, | |||||||||
|
| 2005 |
| 2005 |
| 2004 | |||||
| |||||||||||
Expenses | |||||||||||
Bank charges and exchange loss | $ 3,180 | $ 22 | $ 24 | ||||||||
Filing and transfer agent fees | 1,188 | - | - | ||||||||
Office and miscellaneous | 659 | 113 | 81 | ||||||||
Mineral exploration (Note 2) | 26,500 | 3,000 | 10,500 | ||||||||
Professional fees | 14,180 | 3,087 | 3,000 | ||||||||
Travel expenses | 441 | - | - | ||||||||
Total expenses |
| $ 46,148 |
| $ 6,222 |
| $ 13,605 | |||||
| |||||||||||
Loss for the period |
| $ (46,148) |
| $ (6,222) |
| $ (13,605) | |||||
Loss per share - basic and diluted |
| $ (0.01) |
| $ (0.00) |
| $ (0.00) | |||||
Weighted average number of shares | |||||||||||
outstanding - basic and diluted |
| 5,946,830 |
| 9,902,300 |
| 9,902,300 | |||||
The accompanying notes are an integral part of these financial statements. | |||||||||||
TREND TECHNOLOGY CORPORATION | ||||||
(An exploration stage company) | ||||||
Statements of Cash Flows | ||||||
(Expressed in U.S. Dollars) | ||||||
(Unaudited) |
|
|
|
| ||
March 1, 2003 | Three | Three | ||||
(commencement | months | months | ||||
of operations) | ended | ended | ||||
to June 30, | June 30, | June 30, | ||||
Stated in U.S. dollars |
| 2005 |
| 2005 |
| 2004 |
Cash flows from (used in) operating activities | ||||||
Loss for the period | $ (46,148) | $ (6,222) | $ (13,605) | |||
Adjustments to reconcile net loss to net cash | ||||||
used in operating activities : | ||||||
Accounts payable and accrued liabilities | 7,369 |
| 1,369 |
| - | |
Net cash flows used in operating activities |
| (38,779) |
| (4,853) |
| (13,605) |
Cash flows from financing activities | ||||||
Proceeds from issuance of common stock | 99,023 |
| - |
| - | |
Net cash flows provided by financing activities |
| 99,023 |
| - |
| - |
Increase (decrease) in cash during the period | 60,244 | (4,853) | (13,605) | |||
Cash, beginning of period | - | 65,097 | 91,590 | |||
|
|
| ||||
Cash, end of period |
| $ 60,244 |
| $ 60,244 |
| $ 77,985 |
Supplemental cash flow information | ||||||
Interest paid in cash |
| $ - |
| $ - |
| $ - |
Income taxes paid in cash |
| $ - |
| $ - |
| $ - |
The accompanying notes are an integral part of these financial statements | ||||||
TREND TECHNOLOGY CORPORATION | |||||
(An exploration stage company) | |||||
Statement of Stockholders' Equity | |||||
Period from March 1, 2003 (commencement of operations) to June 30, 2005 | |||||
(Expressed in U.S. Dollars) | |||||
(Unaudited) | |||||
Deficit | |||||
accumulated | |||||
Additional | during the | Total | |||
Common stock | paid-in | exploration | stockholders' | ||
| Shares | Amount | capital | stage | equity |
Issuance of common stock for cash at $0.01 per share | 9,902,300 | $ 990 | $ 98,033 | $ - | $ 99,023 |
Loss and comprehensive loss for the period | (7,433) | (7,433) | |||
|
|
|
|
|
|
Balance, March 31, 2004 | 9,902,300 | $ 990 | $ 98,033 | $ (7,433) | $ 91,590 |
Loss and comprehensive loss for the year | (32,493) | (32,493) | |||
Balance, March 31, 2005 | 9,902,300 | $ 990 | $ 98,033 | $ (39,926) | $ 59,097 |
Loss and comprehensive loss for the period | (6,222) | (6,222) | |||
Balance, June 30, 2005 | 9,902,300 | $ 990 | $ 98,033 | $ (46,148) | $ 52,875 |
The accompanying notes are an integral part of these financial statements | |||||
TREND TECHNOLOGY CORPORATION
(An exploration stage company)
Condensed notes to the financial statements
(Expressed in U.S. Dollars)
(Unaudited)
June 30, 2005
1.
Basis of Presentation
The accompanying unaudited interim balance sheets, statements of operations, statements of stockholders’ equity and cash flows reflect all adjustments, consisting of normal recurring adjustments and other adjustments, that are, in the opinion of management, necessary for a fair presentation of the financial position of the Company, at June 30, 2005 and the results of operations, stockholders’ equity and cash flows for the interim period ended June 30, 2005. The accompanying unaudited financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial statements and, therefore, do not include all information and notes normally provided in audited annual financial statements. Accordingly, these financial statements should be read in conjunction with the Company's audited financial statements for th e fiscal year ended March 31, 2005 filed with the United States Securities and Exchange Commission. The result of operations for the interim periods presented is not necessarily indicative of the results to be expected for the full year.
2.
Mineral Properties
On April 23, 2004, the Company purchased the Rain #1 to Rain #20 (tenure number 407912 to 407931) mineral claims located in the Similkameen Mining Division, British Columbia, Canada for a nominal amount from an officer of the Company. The titles of the claims are held in the name of this officer of the Company. These claims were staked by this officer and as a result, there was no initial cost of acquisition. As of June 30, 2005, the Company completed the phase one program on prospecting and geological mapping of the mineral claims and has initiated the phase two program on geophysical surveying of the mineral claims.
![[june3010qsb002.gif]](https://capedge.com/proxy/10QSBA/0001137171-05-001962/june3010qsb002.gif)
TREND TECHNOLOGY CORPORATION
(An exploration stage company)
Condensed notes to the financial statements
(Expressed in U.S. Dollars)
(Unaudited)
June 30, 2005
3.
Related party transactions
During the three-month period ended June 30, 2005, the Company incurred $3,000 (2004 - $3,000) mineral exploration consulting fees to an officer of the Company.
As of June 30, 2005 and March 31, 2005, $nil and $1,000 remained unpaid and was included in accounts payable and accrued liabilities. The related party transactions are recorded at the exchange amount established and agreed to between the related parties.
10
PLAN OF OPERATIONS
During the period June to December, 2003, we obtained stock subscriptions for 9,902,300 shares at $0.01 per share under Regulation S and Rule 506 of Regulation D to raise proceeds of $99,023. This financing activity was done concurrently with our start up exploration activities. The proceeds obtained from this financing have allowed us to complete the phase one exploration program on our Copper Prince property. Our cash on hand will fund phase two operations on the Copper Prince Property which are budgeted at $18,920. These funds will also cover our general and administrative expenses for at least the next 12 months which are budgeted at $20,000. Completion of our Phase 2 operations on the Copper Prince property represents the full extent of our planned business operations for the next 12 months. A description of this Phase 2 work follows under the heading “Phase 2 Geophysical Surveying”. Planning and commencement of a Phase 3 exploration program is possible within the next 12 months but only if warranted by prospective exploration results from our Phase 2 program and only if the Company has sufficient cash reserves to complete the program.
We do not expect any significant changes in the number of our employees over the next 12 months. Our current management team will satisfy our requirements for the foreseeable future. Our Vice President of Exploration, Mr. Gerry Diakow, spends approximately 10 hours per month on our company's affairs when he is not involved in field operations. When Mr. Diakow is involved in field operations, he may spend up to 50 hours per month on our company's affairs. Our President and C.E.O., Mr. Gerald Shields and our C.F.O., Mr. Leonard MacMillan spend approximately five hours per month each on our company's affairs. Our Vice President of Exploration, Mr. Gerry Diakow, will complete our phase two exploration with the assistance of a contract field manager and assistant.
We expect to acquire additional mineral exploration prospects over the next 12 months. Where possible we will issue common shares in payment of new mineral properties or options to acquire mineral properties to preserve our cash reserves. Unless we raise additional funds for exploration acquisitions, we will not allocate more than $50,000 of our cash on hand for that purpose.
Our Copper Prince property comprises a total of 35 claim units covering approximately 2,162 acres. Lying at 49º 26' North latitude, 120º 26' West longitude, our property is located 4.5 km southeast of the town of Princeton in the Similkameen Mining Division of British Columbia. Our consultants carried out our phase one exploration program in the spring and summer of 2004. Our phase one program of prospecting and geological mapping cost approximately $15,000. The phase one program is described in detail under the heading "Exploration Completed on our Copper Prince Property".
To date, we have completed two milestones in the execution of our business plan. The first milestone was the successful raising of start up financing in the amount of $99,023. The second milestone was the completion of phase one exploration on our Copper Prince Property. The next significant milestone in the execution of our business plan will be the completion of phase two exploration on the Copper Prince Property. In the opinion of our Vice President of Exploration, a phase two exploration plan on the Copper Prince Property is warranted based on assay results from the Knob Hill prospect on the Copper Prince Property. Our phase two exploration program is scheduled for completion before the end of September, 2005. The funds which we obtained from our initial financing activities are sufficient to fund phase two exploration and to cover all of our general and administrative expenses for the next 12 months of operations . A detailed discussion of our phase two exploration program is set out under the heading "Phase 2 Geophysical Surveying". This disclosure contains a detailed analysis of the costs of each step of the exploration program.
Exploration Completed on our Copper Prince Property
Phase 1
11
The initial program of prospecting and geological mapping occupied two persons for a 15-day period and cost about $15,000. The phase one program implemented the recommendations contained in our consultants' report and included the following work.
Phase I of exploration included prospecting and geological mapping of rock outcrops. Rock samples were collected and sent to Acme Analytical Laboratories for analysis. Soil samples were collected from areas that featured no outcropping rock. All locations were mapped using a modern geographical positioning instrument commonly referred to as a G.P.S. receiver. Data was plotted onto North American datum 1983 (NAD83) maps, which are the industry standard.
The North Zone showings not covered by existing staking were staked and added to the claim group becoming part of the Copper Prince property.
A Geographical Information System (GIS) was set up for the enlarged property using North America Datum 1983 (NAD 83) as the grid points for all past and future surveys. Geological investigations have been conducted on various parts of the Copper Prince claims, and numerous maps and reports have been produced over the previous 100 years. Each author used a different grid and survey benchmark to locate the geological work. These old surveys have been replotted onto maps based on the North American Datum 1983 (NAD83) system which standardized the older surveys, many of which were based on the North America Datum 1927 (NAD27) system.
Consequently, a large part of our exploration task has involved correlating this information and reconciling survey inconsistencies. Previous surveys have now been incorporated into the “Geographical Information System” (GIS) where all work locations and mineral showings are located on a NAD83 map.
The whole Copper Prince property-area was mapped at a scale of 1:5,000 in order to define stratigraphic, structural, fracture and alteration controls on exposed mineralization. Particular attention was paid to the geological guides:
(a)
Silicate-deficient, magnetite-rich composite alkaline intrusions.
(b)
Limestone deficient, alkaline to subalkaline members of volcanic, volcaniclastic, and clastic sedimentary assemblages in accreted Upper Triassic to Lower Jurassic oceanic-arc terranes.
(c)
Magnetite breccias, breccia pipes, and dykes, with and without associated copper sulphides.
(d)
Extensive potassic and sodic alteration of the pluton, skarn, and hornfels; sericitic alteration; distal Zn and Pb mineralization.
Completed Phase 1 Work
Planning, permitting, consultation with communities and ranchers, reporting, final report preparation: | $2,000.00 |
Wages | |||
Senior professional geoscientist | 7 field days | @ $350.00/day | $2,450.00 |
Senior technician | 15 field days | @ $300.00/day | $4,500.00 |
Junior assistant | 7 field days | @ $200.00/day | $1,400.00 |
12
Room and Board | 25 man days | @ $100.00/day | $2,500.00 |
Truck 4x4 and fuel | 15 field days | @ $100.00/day | $1,500.00 |
Equipment | |||
Chain saw, axes, hip chains, flagging, claim tags, etc. | $150.00 |
Assays, soil samples and rock analysis | $500.00 | ||
Total Phase 1 Budget Expended | $15,000.00 |
Results of Phase I Exploration
We examined and sampled copper-gold mineral showings, occurrences at the SZ prospect and the Knob Hill prospect of our Copper Prince property. The SZ showings are along the eastern edge of our Rain claims and the Knob Hill prospect is a mineralized quartz vein centered in the Rain number 1 claim. Eight rock samples collected from the Copper Prince property were sent to Acme Analitical Laboratories for analysis. In addition, during Phase I, 72 soil samples were collected and sent to SGS Canada Inc. Mineral Services for analysis. Our phase one results justify a second phase of exploration consisting of a geochemical grid over our Knob Hill prospect.
Phase 2 Geophysical Surveying
We propose to undertake Phase 2 exploration on our Copper Prince property before the end of September, 2005. Cold temperatures and snow accumulation can make field work difficult on the Copper Prince Property from November to March.
Phase II of exploration will employ one of two geophysical survey techniques: Induced Potential or a Magnetic Survey. The former uses a generator connected to electrodes inserted in the ground to produce an electric charge in the ground. After the ground is charged, a measurement of how long the electrical charge is held in the ground is taken. A magnetic survey uses an instrument called a magnetometer to read the magnetic field generated by subsurface magnetic minerals. These surveys will cover the same area as the geochemical survey.
An induced potential survey is capable of outlining underground conductors. When several survey lines have been completed, a 3-dimensional target may emerge. This target could then be diamond drilled if we proceed to a 3rd phase of exploration. A magnetometer survey is capable of identifying the subsurface interface of magnetic volcanic rocks and granitic rock which could host copper mineralization. This type of survey can also generate targets for diamond drilling.
We have established the following Phase 2 program:
Planning, mobilization, surveying grid, soil sampling, prospecting and geological mapping of anomalies outlined from phase 1 program: | $770.00 |
Wages | |||
Senior professional geoscientist | 3 days | @ $350.00/day | $1,050.00 |
13
Field manager senior technician | 10 days | @ $300.00/day | $3,000.00 |
Junior assistant | 10 days | @ $200.00/day | $2,000.00 |
Contracted Geophysicists, including crew:
Equipment and report | 4 days | @ $1,500.00/day | $6,000.00 |
Room and Board | 36 man days | @ $100.00/day | $3,600.00 |
Truck and fuel | 10 field days | @ $150.00/day | $1,500.00 |
Assays and disposables | $500.00 | ||
Report writing | $500.00 | ||
Total Phase 2 Budget | $18,920.00 |
No Phase 3 exploration program is currently planned. A Phase 3 exploration program is contingent upon prospective exploration results from our Phase 2 program. In the event a Phase 3 exploration program is not warranted, we will preserve our cash reserves and seek a new property to explore.
Item 3 – Disclosure Controls and Procedures
As required by Rule 13a-15 under the Exchange Act, as of the end of the period covered by this report, being June 30, 2005, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our management, including our president and chief executive officer. Based upon that evaluation, our president and chief executive officer concluded that our disclosure controls and procedures are effective as of the end of the period covered by this report. There have been no significant changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our company's reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our president and chief executive officer as appropriate, to allow timely decisions regarding required disclosure.
PART II
OTHER INFORMATION
Item 1.
LEGAL PROCEEDINGS
We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.
Item 2
UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS
14
None
Item 3
DEFAULTS UPON SENIOR SECURITIES
None
Item 4
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
In lieu of a meeting of stockholders, by consent resolutions dated June 24, 2005 of stockholders representing 55.54% of the issued and outstanding common shares of the Issuer, the stockholders re-appointed Gerald J. Shields and Leonard MacMillan as members of the board of directors until the next annual general meeting of the Issuer’s stockholders. The stockholders also re-appointed the firm of Ernst & Young LLP (formerly Moore Stephens Ellis Foster Ltd.) of Vancouver, British Columbia, as its independent accountants for the fiscal year 2005/2006 and also approved the Issuer’s audited financial statements for the year ended March 31, 2005.
Item 5
OTHER INFORMATION
None
Item 6
EXHIBITS AND REPORTS ON FORM 8-K
(a)
Exhibits
31.1
Section 302 Certification of Chief Executive Officer
31.2
Section 302 Certification of Chief Financial Officer
32
(b)
Reports on Form 8-K
The Issuer did not file any Form 8-K’s during the quarter ended June 30, 2005
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 TECHNOLOGY CORPORATION
Dated: November 2, 2005
Per:
/s/Gerald J. Shields
Gerald J. Shields,
President, C.E.O. and Director