UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[xx]
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 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)
1866 Esquimalt Avenue
West Vancouver, British Columbia, V7V 1R9 Canada
(Address of principal executive offices)
(604) 306-7020
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [ X ] Yes [ ] No
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
(check one): Yes [ ] No [ X ]
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:
10,202,300 common shares as at February 13, 2006
Transitional Small Business Disclosure Format (check one): Yes [ ] No [ X ]
TREND TECHNOLOGY CORPORATION
INDEX
PART 1.
FINANCIAL INFORMATION
Item 1.
Financial Statements
Balance Sheet as of December 31, 2005
Statement of Operations for the period ended December 31, 2005
Statements of Cash Flows for the period ended December 31, 2005
Statement of Stockholders' Equity for the period ended December 31, 2005
Notes to Financial Statements
Item 2
Plan of Operation
Item 3
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)
December 31, 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) | | | | |
| | December 31, | | March 31, |
| | 2005 | | 2005 |
| | | | |
ASSETS | | | | |
| | | | |
Current Assets | | | | |
Cash | $ | 93,161 | $ | 65,097 |
Total Current Assets | | 93,161 | | 65,097 |
| | | | |
Mineral Properties (Note 2) | | - | | - |
Total Assets | $ | 93,161 | $ | 65,097 |
| | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | |
| | | | |
Current Liabilities | | | | |
Accounts payable and accrued liabilities (Note 3) | $ | 4,100 | $ | 6,000 |
| | | | |
STOCKHOLDERS' EQUITY | | | | |
Capital Stock (Note 4) | | | | |
Authorized: | | | | |
100,000,000 shares of common stock with a par value of $0.0001 | | | |
Issued and outstanding: | | | | |
10,202,300 shares of common stock (March 31, 2005: 9,902,300) | 1,020 | | 990 |
| | | | |
Additional paid-in capital | | 158,003 | | 98,033 |
Deficit accumulated during the exploration stage | | (69,962) | | (39,926) |
Total Stockholders' Equity | | 89,061 | | 59,097 |
| | | | |
Total liabilities and stockholders’ equity | $ | 93,161 | $ | 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 | | Nine | | Nine |
| | (commencement | | Months | | Months | | Months | | Months |
| | of operation) | | Ended | | Ended | | Ended | | Ended |
| | to December 31, | | December 31, | | December 31, | | December 31, | | December 31, |
| | 2005 | | 2005 | | 2004 | | 2005 | | 2004 |
| | | | | | | | | | |
Expenses | | | | | | | | | | |
Bank charges and exchange loss | | $ 3,518 | | $ 28 | | $ 20 | | $ 360 | | $ 64 |
Filing and transfer agent fees | | 2,966 | | 1,778 | | 364 | | 1,778 | | 364 |
Office and miscellaneous | | 744 | | - | | - | | 198 | | 81 |
Mineral exploration (Note 2) | | 40,137 | | 3,000 | | 3,000 | | 16,637 | | 16,500 |
Professional fees | | 22,156 | | 3,889 | | 708 | | 11,063 | | 5,678 |
Travel expenses | | 441 | | - | | 442 | | - | | 442 |
Total expenses | | $ 69,962 | | $ 8,695 | | $ 4,534 | | $ 30,036 | | $ 23,129 |
| | | | | | | | | | |
Net loss for the period | | $ (69,962) | | $ (8,695) | | $ (4,534) | | $ (30,036) | | $ (23,129) |
| | | | | | | | | | |
Loss per shares - basic and diluted | | $ (0.01) | | $ (0.00) | | $ (0.00) | | $ (0.00) | | $ (0.00) |
| | | | | | | | | | |
Weighted average number of shares | | | | | | | | | | |
outstanding - basic and diluted | | 6,671,932 | | 10,156,648 | | 9,902,300 | | 9,987,391 | | 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 | | Nine | | Nine |
| | (commencement | | months | | months |
| | of operation) | | ended | | ended |
| | to December 31, | | December 31, | | December 31, |
Stated in U.S. dollars | | 2005 | | 2005 | | 2004 |
| | | | | | |
Cash flows from (used in) operating activities | | | | | | |
Net loss for the period | | $ (69,962) | | $ (30,036) | | $ (23,129) |
Adjustments to reconcile net loss to net cash | | | | | | |
used in operating activities : | | | | | | |
Accounts payable and accrued liabilities | | 4,100 | | (1,900) | | 1,656 |
Net cash flows used in operating activities | | (65,862) | | (31,936) | | (21,473) |
| | | | | | |
Cash flows from financing activities | | | | | | |
Proceeds from issuance of common stock | | 159,023 | | 60,000 | | - |
Net cash flows provided by financing activities | | 159,023 | | 60,000 | | - |
| | | | | | |
Increase (decrease) in cash during the period | | 93,161 | | 28,064 | | (21,473) |
| | | | | | |
Cash, beginning of period | | - | | 65,097 | | 91,590 |
| | | | | | |
Cash, end of period | | 93,161 | | $ 93,161 | | $ 70,117 |
| | | | | | |
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 December 31, 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 |
| | | | | |
Net 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 |
| | | | | |
Net 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 |
| | | | | |
Issuance of common stock for cash at $0.20 per share | 300,000 | $ 30 | $ 59,970 | - | 60,000 |
| | | | | |
Net loss and comprehensive loss for the period | - | - | - | (30,036) | (30,036) |
| | | | | |
Balance, December 31, 2005 | 10,202,300 | $ 1,020 | $ 158,003 | $ (69,962) | $ 89,061 |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
The accompanying notes are an integral part of these financial statements | | | |
- 8 -
TREND TECHNOLOGY CORPORATION
(An exploration stage company)
Condensed notes to the financial statements
(Expressed in U.S. Dollars)
(Unaudited)
December 31, 2005
1. Basis of Presentation and Going Concern Matters
In view of certain conditions, the ability of the Company to continue as a going concern is in substantial doubt and dependent upon achieving a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. Management believes that its current and future plans enable it to continue as a going concern. Management plans to continue to seek other sources of debt and equity financing on favorable terms and expects to keep its operating costs to a minimum until cash is available through financing or operating activities. There are no assurances that the Company will be successful in achieving these goals. The Company has incurred a loss of $30,036 for the nine months ended December 31, 2005 and at December 31, 2005 has an accumulated deficit of $69,962. These financial statements do not give effect to any adjustments which would be neces sary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than normal course of business and at amounts different from those reflected in the accompanying financial statements.
The accompanying unaudited interim balance sheets, statements of operations and cash flows reflected 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 December 31, 2005, and the results of operations and cash flows for the nine months ended December 31, 2005, and for the period from March 1, 2003 (Date of Incorporation) to December 31, 2005.
The accompanying unaudited financial statements have been prepared in accordance with the instruction from Form 10-QSB pursuant to the rules and regulations of the Securities and Exchange Commission and, therefore, do not include all information and notes normally provided in the audited financial statements and should be read in conjunction with the Company’s audited financial statements for fiscal period 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.
- 9 -
TREND TECHNOLOGY CORPORATION
(An exploration stage company)
Condensed notes to the financial statements
(Expressed in U.S. Dollars)
(Unaudited)
December 31, 2005
2. Mineral Properties and Exploration
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, collectively known as Copper Prince Property, 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 December 31, 2005, the Company completed the phase one program on prospecting and geological mapping of the mineral claims and phase two program of geophysical surveying the mineral claims.
On September 29, 2005, the Company’s Vice President of Exploration, Mr. Gerry Diakow, staked and recorded a new exploration property (the “Dalvenie Property”) on behalf of the Company in north central British Columbia. The Company incurred expenses of $3,400 in the staking and recording of this property.
On November 1, 2005, the Company acquired the Dalvenie Property from Mr. Diakow for nominal consideration. The Dalvenie Property is located near Dease Lake, British Columbia and is comprised of 72 claim units covering approximately 4,446 acres. The Company has delineated a phase one exploration program for the property which is budgeted at $10,000 and is scheduled to commence in May or June, 2006.
- 10 -
TREND TECHNOLOGY CORPORATION
(An exploration stage company)
Condensed notes to the financial statements
(Expressed in U.S. Dollars)
(Unaudited)
December 31, 2005
2. Mineral Properties and Exploration - Continued
| | March 1, 2003 (Commencement of operation) to | | Three months ended December 31, | | Nine months ended December 31, |
| | December 31, 2005 | | 2005 | 2004 | | 2005 | 2004 |
| | | | | | | | |
Mineral Exploration Expenses: | | | | | | |
| | | | | | | | |
(a) Copper Prince Property | | | | | | | | |
Consulting | | $ |
23,000
| $ 3,000 | $ 3,000 | | $ 9,000 | $ 16,500 | Travel | | 6,800 | | - | - | | - | - |
Geochemical survey | | 2,700 | | - | - | | - | - |
Geophysical survey | | 4,237 | | - | - | | 4,237 | - |
| | $ 36,737 | | $ 3,000 | $ 3,000 | | $ 13,237 | $ 16,500 |
| | | | | | | | |
(b) Dalvenie Property | | | | | | | | |
Acquisition cost | | $ 3,400 | | $ - | $ - | | $ 3,400 | $ - |
| | | | | | | | |
Total | | $ 40,137 | | $ 3,000 | $ 3,000 | | $ 16,637 | $ 16,500 |
3. Related party transactions
During the three-month and nine-month periods ended December 31, 2005, the Company incurred $3,000 (2004 - $3,000) and $9,000 (2004 - $9,000) mineral exploration consulting fees to an officer of the Company.
As of December 31, 2005 and March 31, 2005, $1,600 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.
4. Capital Stock
On October 14, 2005, the Company completed a non-brokered private placement of $60,000 through issuance of 300,000 shares of common stock at a price of $0.20 each.
- 11 -
PLAN OF OPERATION
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 our initial financing allowed us to complete the first two phases of our exploration program on the Copper Prince property. In October, 2005, we raised additional proceeds of $60,000 through a Regulation S private placement of 300,000 shares at $0.20 per share. Our cash on hand will fund the next phase of our exploration program on the Copper Prince Property which is budgeted at a minimum of $16,000 and a maximum of $25,000 and the first phase of exploration on the Dalvenie Property budgeted at $10,000. These funds will also cover our general and administrative expenses for at least the next 12 months which ar e budgeted at $20,000. Completion of our Phase 3 operations on the Copper Prince property and phase one operations on the Dalvenie Property represent the full extent of our planned business operations for the next 12 months. A description of the Phase 3 work on the Copper Prince property follows under the heading “Phase 3 Geophysical Surveying”. Planning and commencement of a Phase 4 exploration program is possible within the next 12 months but only if warranted by prospective exploration results from our Phase 3 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 three exploration on the Copper Prince Property with the assistance of a contract field manager and assistant. Phase one work on our Dalvenie Property will be done by Mr. Diakow with one field 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. Our phase 2 program of geophysical surveying was carried out in September, 2005. Our phase 2 program of geophysical surveying cost approximately $4,200. The phase one and two programs are described in detail under the heading "Exploration Completed on our Copper Prince Property".
To date, we have completed three 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. In October, 2005, we raised an additional $60,000 through a private placement offering of 300,000 shares at $0.20 per share. We also consider this offering to be part of the financing milestone in the execution of our business plan. The second milestone was the completion of the first two phases of exploration on our Copper Prince Property. The next significant milestones in the execution of our business plan will be the completion of additional phase 3 geophysical work on the Copper Prince Property and phase one exploration work on the Dalvenie Property. In the opinion of our Vice President of Exploration, a phase three geophysical program on the Copper Prince Property is warranted based on geophysical results from our phase two program. Our phase three exploration program on the Copper Prince Property is scheduled to commence before the end of May, 2006. Our phase one exploration program on the Dalvenie Property is scheduled to commence in May or June, 2006. The funds which we have obtained from our two private placement financings are sufficient to fund phase three exploration on the Copper Prince property and phase one exploration on the Dalvenie Property and to cover all of our general and administrative expenses for the next 12 months of operations. Detailed discussions of our phase three exploration program on the Copper Prince property and phase one program on the Dalvenie Property are set out under the headings "Phase 3 Geophysical Surveying" and “Phase 1 Exploration Program for Dalvenie Property”, respectively. This disclosure contains a detailed analysis of the costs of each step of our exploration programs.
- 12 -
Exploration Completed on our Copper Prince Property
Phase 1
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.
- 13 -
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 |
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 Analytical 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 completed a Phase 2 geophysical exploration program on our Copper Prince property in September, 2005. Our Phase 2 exploration program was conducted with a magnetic survey. The magnetic survey uses an instrument called a magnetometer to read the magnetic field generated by subsurface magnetic minerals. This survey covered the same area as our Phase 1 geochemical survey. The magnetometer survey identified sub-surface interface of magnetic volcanic rocks and granitic rock which could potentially host copper mineralization. Our magnetometer survey was also useful in generating targets for diamond drilling.
Completed Phase 2 Work
| | | |
Planning, mobilization, surveying grid and completing magnetometer survey: |
|
Wages | | |
|
Field manager senior technician | 4 days | @ $424.00/day | $1,695.00 |
Room and Board | 8 man days | @ $106.00/day | $848.00 |
Truck and fuel | 4 field days | @ $127.00/day | $508.00 |
Disposables | | | $339.00 |
Contracted Geophysicist: | | |
|
Data reduction including interpretation and report | 2 days | @ $424.00/day | $847.00 |
Total Phase 2 Budget Expended | | | $4,237.00 |
- 14 -
Results of Phase 2 Exploration
Results from our Phase 2 magnetometer survey were analyzed by geophysicist, David Mark of Geotronics Survey Ltd., Surrey, British Columbia. Mr. Mark’s report on our magnetometer survey contains the following conclusions:
1.
a magnetic high is centered over the anomalous Mobile Metals Ion (“MMI”) survey results from our Phase One work;
2.
the area of magnetic high extends from line 300 south to line 1,050 south (750 meters) in a north to south direction and from line 500 west to line 400 east in an east to west direction (900 meters).
Mr. Mark’s report contains the following recommendations:
1.
Although our initial MMI survey was successful in locating two highly anomalous copper and gold zones on the Copper Prince Property, the reconnaissance nature of this sample spacing should now be filled with closer spaced sampling. The original survey took samples every 100 meters on lines 500 meters apart. Mr. Mark recommends that MMI geochemistry sampling be conducted on the two main anomalies at a 50 meter spacing on lines 200 meters apart.
2.
Mr. Mark recommends that an induced potential (IP) survey then be conducted over the anomalous areas. The resulting IP survey information could indicate a conductive zone and therefore generate targets for a diamond drill program.
As a result of geophysical survey results obtained in our Phase 2 exploration program, we have planned the following Phase 3 exploration program on the Copper Prince Property.
Phase 3 Geophysical Surveying
Our Phase 3 exploration program will consist of MMI geochemistry sampling on the two main anomalies identified in our Phase 2 exploration program. The MMI geochemistry sampling will be conducted at 50 meter spacing on lines 200 meters apart. After analyzing the results of the MMI survey, we will conduct an induced potential (“IP”) survey over the main anomalies. The extent of the IP survey we conduct will be determined by the quality of the results generated from the second MMI survey in Phase 3. Accordingly, the budget for our IP survey in Phase 3 varies from a low of $12,000 to a high of $25,000.
Budget for Phase 3 Geophysical Exploration:
1.
Collect 60 MMI samples, analyze samples and plot results; budget = $4,000
2.
Conduct an induced potential survey over the main anomalies including information generated from the second MMI survey; budget = $12,000 to $25,000 depending on results of MMI survey.
Phase 1 Exploration Program for Dalvenie Property
The Dalvenie claim area was first staked in 1899. In 1935, the Dalvenie Syndicate acquired the property. Work in 1935 traced the mineralization for 1200 feet by means of 13 shallow opencuts. In 1966, Copper Pass Mines Ltd. acquired the Crown grants and staked additional claims. Work completed in 1966 included geological mapping, induced polarization and soil geochemical surveys, trenching and some short X-Ray diamond-drill holes. The claims were most recently worked in the late 1980’s up to 1990 by Equity Silver Mines Ltd. (“Equity Silver”). Equity Silver performed soil geochemistry and some geophysical surveys while operating the property. Equity Silver recommended more exploration work in Assessment Report #19885 filed with the British Columbia Provincial Department of Mines in 1990.
- 15 -
In management’s opinion, the Dalvenie Property warrants further exploration. The size, grade of mineralization and location near a paved highway make it an attractive exploration target for both precious metals (gold, silver, and platinum group) and base metal (copper, nickel) deposits. Previous operators have contributed valuable exploration work towards the development of this property. This valuable early work consists of trenching and exposing the shear zone for nearly 4000 feet. While staking the property, management was able to relocate portions of the previous survey grid established by Equity Silver. Equity Silver’s geological, geophysical and geochemical surveys can be retrieved from the BC Mining Ministry Assessment Report Files. Our future surveys can continue past surveys making them more economical to perform.
We will obtain and copy the completeGeological, Geochemical and Geophysical Reporton the original property. This is a public document. We will then proceed with the following program:
1.
Use the services of a consulting Professional Geophysicist to reprocess the geophysical data using modern software programs.
2.
Establish the exact location of the original 15.2 km grid that was used for the Geophysical and Geochemical surveys completed by Equity Silver Ltd.
3.
Initiate a modern Geographical Information System (GIS) using North America Datum 1983 (NAD83) to convert all survey stations to a common grid using Global Positioning System (GPS) instruments calibrated to NAD83 Universal Transverse Mercator (UTM) coordinates.
4.
Run a Very Low Frequency survey parallel to the Dalvenie Fault covering the complete length of the fault (figure 6).
5.
Run a reconnaissance geochemical survey on the downhill side of the Dalvenie fault the complete length of the fault (figure 6).
6.
Prospect, map and sample all the old crown grants that make up the Dalvenie Property.
Planned Phase 1 Budget
| |
Preliminary preparations and acquisition of past reports including consultation with geophysicists and reprocessing of old field surveys. | $600.00 |
Mobilization and demobilization to Dease lake to complete field work. | $1,000.00 |
Geophysical survey including data reduction and interpretation. | $4,000.00 |
Geochemical survey collection and analysis of samples. | $3,500.00 |
Geologically Map the old Crown Grants. | $900.00 |
Grand Total: | $10,000.00 |
No Phase 2 exploration program is currently planned. A Phase 2 exploration program is contingent upon prospective exploration results from our Phase 1 program.
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Item 3 - 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 December 31, 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 shareholder, is an adverse party or has a material interest adverse to our interest.
Item 2
UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS
On October 14, 2005, the Issuer issued 300,000 common shares at $0.20 per share to one (1) subscriber under Regulation S. The subscriber who received these shares under Regulation S is not a U.S. person as defined in Rule 902(k) of Regulation S, and no sales efforts were conducted in the U.S., in accordance with Rule 903(c). The subscriber to the offering under Regulation S acknowledged that the securities purchased must come to rest outside the U.S., and the certificates contain a legend restricting the sale of such securities until the Regulation S holding period is satisfied. Proceeds of this offering are being used to fund our exploration activities and for general working capital.
Item 3
DEFAULTS UPON SENIOR SECURITIES
None
Item 4
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
Item 5
OTHER INFORMATION
None
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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
Section 906 Certification
(b)
Reports on Form 8-K
None
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: February 16, 2006
Per:
/s/Gerald J. Shields
Gerald J. Shields,
President, C.E.O. and Director