Americas Energy Co - Aeco (AENY) 10-Q 2009 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended

December 31, 2008

or

[  ]

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

For the transition period from

to

Commission File Number

000-50978

TREND TECHNOLOGY CORPORATION

(Exact name of registrant as specified in its charter)

Nevada

98-0343712

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)

1210 – 777 Hornby Street, Vancouver, B.C.

V6Z 1S4

(Address of principal executive offices)

(Zip Code)

604-681-9588

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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.

[X]

YES

[  ]

NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act

Large accelerated filer

[  ]

Accelerated filer

[  ]

Non-accelerated filer

[  ]

(Do not check if a smaller reporting company)

Smaller reporting company

[ X ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act

[ X ]

YES

[  ]

NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.

[  ]

YES

[  ]

NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

20,404,600 common shares issued and outstanding as of February 9, 2009

TREND TECHNOLOGY CORPORATION

INDEX

PART 1.

FINANCIAL INFORMATION

Item 1.

Financial Statements

Unaudited Balance Sheets as of December 31, 2008 and March 31, 2008

Unaudited Statements of Operations for the three and nine month periods ended December 31, 2008 and 2007 and for the period from March 1, 2003 to December 31, 2008

Unaudited Statements of Cash Flows for the nine month periods ended December 31, 2008 and 2007 and for the period from March 1, 2003 to December 31, 2008

Unaudited Statement of Stockholders' Equity (deficit) for the period from March 1, 2003 to December 31, 2008

Condensed Notes to Financial Statements

Item 2

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Item 3

Quantitative and Qualitative Disclosures About Market Risk

Item 4

Controls and Procedures

PART II.

OTHER INFORMATION

Item 1

Legal Proceedings

Item 1A

Risk Factors

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

SIGNATURES

TREND TECHNOLOGY CORPORATION
(An exploration stage company)
Balance Sheets
(Expressed in U.S. Dollars)
(Unaudited)
	December 31,	March 31,
	2008	2008
ASSETS
Current Assets
Cash	$                 127	$              13,487
Prepaid expenses	300	1,800
Total Current Assets	427	15,287
Total Assets	$                 427	$              15,287
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued expenses  (Note 8)	$             5,796	$                6,650
Loan payable  (Note 7)	8,166	-
Total Current Liabilities	13,962	6,650
STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock  (Note 9)
Authorized:
100,000,000 shares of common stock with a par value of $0.0001
Issued and outstanding:
20,404,600 shares of common stock	2,040	2,040
Additional paid-in capital	156,983	156,983
Deficit accumulated during the exploration stage	(172,558)	(150,386)
Total Stockholders' Equity (Deficit)	(13,535)	8,637
Total Liabilities and Stockholders’ Equity (Deficit)	$               427	$              15,287
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,
	2008	2008	2007	2008	2007
Expenses
Bank charges, interest and exchange loss	$                3,903	$             120	$              24	$            165	$               72
Filing and transfer agent fees	15,572	1,191	2,203	2,412	3,118
Office and miscellaneous	16,255	206	1,972	231	6,034
Mineral exploration	48,587	-	-	-	-
Professional fees	87,800	11,510	6,805	19,364	16,737
Travel expenses	441	-	-	-	-
Total expenses	172,558	13,027	11,004	22,172	25,961
Net loss for the period	$         (172,558)	$     (13,027)	$     (11,004)	$     (22,172)	$     (25,961)
Loss per shares - basic and diluted		$         (0.00)	$         (0.00)	$        (0.00)	$         (0.00)
Weighted average number of shares
outstanding - basic and diluted		20,404,600	20,404,600	20,404,600	20,404,600
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,
	2008	2008	2007
Cash flows from operating activities
Net loss for the period	$         (172,558)	$     (22,172)	$     (25,961)
Adjustments to reconcile net loss to net cash
used in operating activities :
Prepaid expenses	(300)	1,500	1,237
Accounts payable and accrued expenses	5,796	(854)	3,768
Net cash flows used in operating activities	(167,062)	(21,526)	(20,956)
Cash flows from financing activities
Proceeds from issuance of common stock	159,023	-	-
Loan proceeds	8,166	8,166	-
Net cash flows provided by financing activities	167,189	8,166	-
Increase (decrease) in cash during the period	127	(13,360)	(20,956)
Cash, beginning of period	-	13,487	41,407
Cash, end of period	$                   127	$             127	$      20,451
Supplemental cash flow information
Interest paid in cash	$                      4	$                 -	$                 -
Income taxes paid in cash	$                       -	$                 -	$                 -
The accompanying notes are an integral part of these financial statements

TREND TECHNOLOGY CORPORATION
(An exploration stage company)
Statements of Stockholders' Equity (Deficit)
Period from March 1, 2003 (commencement of operations) to December 31, 2008
(Expressed in U.S. Dollars)
(Unaudited)
				Deficit
				accumulated	Total
			Additional	during the	stockholders'
	Common stock		paid-in	exploration	equity
	Shares	Amount	capital	stage	(deficit)
Issuance of common stock for cash at $0.01 per share	19,804,600	$ 1,980	$     97,043	$               -	$     99,023
Net loss and comprehensive loss for the period	-	-	-	(7,433)	(7,433)
Balance, March 31, 2004	19,804,600	1,980	97,043	(7,433)	91,590
Net loss and comprehensive loss for the year	-	-	-	(32,493)	(32,493)
Balance, March 31, 2005	19,804,600	1,980	97,043	(39,926)	59,097
Issuance of common stock for cash at $0.20 per share	600,000	60	59,940	-	60,000
Net loss and comprehensive loss for the year	-	-	-	(38,944)	(38,944)
Balance, March 31, 2006	20,404,600	2,040	156,983	(78,870)	80,153
Net loss and comprehensive loss for the year	-	-	-	(38,243)	(38,243)
Balance, March 31, 2007	20,404,600	2,040	156,983	(117,113)	41,910
Net loss and comprehensive loss for the year	-	-	-	(33,273)	(33,273)

- 2 -

Balance, March 31, 2008	20,404,600	2,040	156,983	(150,386)	8,637
Net loss and comprehensive loss for the period	-	-	-	(22,172)	(22,172)
Balance, December 31, 2008	20,404,600	$ 2,040	$   156,983	$ (172,558)	$    (13,535)
The accompanying notes are an integral part of these financial statements

TREND TECHNOLOGY CORPORATION

(An exploration stage company)

Notes to the financial statements

(Expressed in U.S. Dollars)

(Unaudited)

December 31, 2008

1.

Incorporation and Continuance of Operations

Trend Technology Corporation (the “Company”) was formed on February 16, 2001 under the laws of the State of Nevada and commenced operations on March 1, 2003.  It is engaged in the acquisition and exploration of mineral properties.  The Company has an office in Vancouver, British Columbia, Canada.  The Company had no operations before March 1, 2003.

2.

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with the instruction from Form 10-Q 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 year ended March 31, 2008 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.

The accompanying unaudited interim balance sheets, statements of operations, stockholders’ equity and cash flows reflected all adjustments, consisting of normal recurring adjustments, that are, in the opinion of management, necessary for a fair presentation of the financial position of the Company, at December 31, 2008, and the results of operations and cash flows for the nine months ended December 31, 2008, and for the period from March 1, 2003 (Date of Commencement) to December 31, 2008.

3.

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 $22,172 for the nine months ended December 31, 2008 and at December 31, 2008 has an accumulated deficit of $172,558.  These financial statements do not give effect to any adjustments which would be necessary 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 the normal course of business and at amounts different from those reflected in the accompanying financial statements.

TREND TECHNOLOGY CORPORATION

(An exploration stage company)

Notes to the financial statements

(Expressed in U.S. Dollars)

(Unaudited)

December 31, 2008

4.

Recent Accounting Pronouncements

In October 2008, the FASB issued FSP FAS 157-3,Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active,which addresses the application of Statement of Financial Accounting Standards (“SFAS”) No.157 for illiquid financial instruments.  FSP FAS 157-3 clarifies that approaches to determining fair value other than the market approach may be appropriate when the market for a financial asset is not active.  The Company does not expect the adoption of FSP FAS 157-3 to have a material effect on its financial statements.

5.

Earnings per share

Basic earnings or loss per share is based on the weighted average number of shares outstanding during the period of the financial statements.  Diluted earnings or loss per share are based on the weighted average number of common shares outstanding and dilutive common stock equivalents.  All per share and per share information are adjusted retroactively to reflect stock splits and changes in par value, when applicable.  All loss per share amounts in the financial statements are basic loss per share because the inclusion of stock options and warrants outstanding would be antidilutive.

6.

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.

As of December 31, 2006, the Company completed the phase one program of prospecting and geological mapping of the mineral claims and phase two program of geophysical surveying of the mineral claims.

On November 1, 2005, the Company acquired the Dalvenie Property located near Dease Lake, British Columbia which was comprised of 72 claims units covering approximately 4,446 acres through the Vice President of Exploration for a nominal amount of consideration.  The Company completed a phase one exploration program on the property.

Having completed preliminary exploration on both the Copper Prince and Dalvenie Properties without significantly encouraging results, the Company has let its claims lapse and is seeking additional exploration financing and properties.

TREND TECHNOLOGY CORPORATION

(An exploration stage company)

Notes to the financial statements

(Expressed in U.S. Dollars)

(Unaudited)

December 31, 2008

6.

Mineral Properties and Exploration, continued

		March 1, 2003
	(Commencement of			Nine months ended
		operation) to		December 31,
	December 31, 2008			2008		2007
Mineral Exploration Expenses:
(a) Copper Prince Property
Consulting	$	23,000	$	-	$	-
Geochemical survey		2,700		-		-
Geophysical survey		4,237		-		-
Travel		6,800		-		-
	$	36,737	$	-	$	-
(b) Dalvenie Property
Acquisition cost	$	1,800	$	-	$	-
Assay fees		1,000		-		-
Consulting		5,050		-		-
Legal and regulatory		1,000		-		-
Travel		3,000		-		-
	$	11,850	$	-	$	-
Total	$	48,587	$	-	$	-

7.

Loan payable

On October 14, 2008, the Company received an operating loan of $8,166 (CAN$10,000) from a third party company.  The loan bears annual interest at 5% and is due on demand.  A total of $88 has been accrued as interest payable as of December 31, 2008.  This interest payable is included in the balance sheets as “Accounts payable and accrued expenses”.

.

TREND TECHNOLOGY CORPORATION

(An exploration stage company)

Notes to the financial statements

(Expressed in U.S. Dollars)

(Unaudited)

December 31, 2008

8.

Related Party Transactions

As of December 31, 2008, $50 was due to an officer on expenses incurred for exploration work in 2006. Certain directors and officers of the Company provide services to the Company and receive nominal compensation for their services.

The related party transactions are recorded at the exchange amount established and agreed to between the related parties.

9.

Share Capital

On September 26, 2007, the Company completed a forward common stock split of 2 new shares for 1 outstanding old share.  The financial statements have been retroactively restated to reflect the split.

10.

Segmented Information

The Company’s business is considered as operating in one segment based upon the Company’s organizational structure, the way in which the operation is managed and evaluated, the availability of separate financial results and materiality considerations.

11.

Subsequent Event

On January 27, 2009, the Company received operating funds through a demand loan of $4,097 (CAN$5,000) from a shareholder of the Company with an annual interest rate of 5%.

Item2.Management's Discussion and Analysis of Financial Condition and Results of Operations.

FORWARD-LOOKING STATEMENTS

The following Plan of Operation contains forward-looking statements that involve risks and uncertainties, as described below.  Trend Technology Corporation (the “Company”, “we”, “us” or “our”) actual results could differ materially from those anticipated in these forward-looking statements.  The following discussion should be read in conjunction with the unaudited financial statements and notes thereto and the Plan of Operation included in this quarterly report on Form 10-Q for the quarter ended December 31, 2008.

Our unaudited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Forward-Looking Statements

This quarterly report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995.  These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology.  These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

General Overview

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.  These proceeds allowed us to complete a phase one work program on our Dalvenie Property.

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, C.E.O. and C.F.O., Mr. Leonard MacMillan spends approximately five hours per month on our Company's affairs.

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 two phases of exploration on our Copper Prince Property.  This property did not warrant further exploration and we have allowed the claims to lapse.  The third milestone

- 14 -

was the completion of phase one exploration work on the Dalvenie Property but results did not warrant further exploration and we have let these claims lapse.

Item 3.  Quantitative Disclosures About Market Risks

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item4.Controls and Procedures.

(a)

Evaluation of 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 December 31, 2008, 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 were not effective as of December 31, 2008 because we identified material weaknesses in our internal control over financial reporting as described below.  There have been no changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have affected, or are reasonably likely to affect our internal controls over financial reporting.

Our Company’s financial resources are managed directly by our C.F.O. in Vancouver, British Columbia.  All of our financial transactions are initiated by our C.F.O., are entered and checked by his executive assistant and are reviewed by our C.F.O. on a monthly basis.  Our Company is relatively inactive and processes a small number of checks and other financial transactions each month.  Despite the fact that all financial transactions are personally reviewed by our C.F.O. and confirmed by an executive assistant, there are not enough independent employees or members of management to provide third party oversight and review of our C.F.O.’s activities.  For the foreseeable future, our Company will be relatively inactive and will continue to process a relatively small number of financial transactions on a monthly and annual basis.  The number of individuals available to provide management oversight and reviews will be few and accordingly, we expect to have material weaknesses in our internal control over financial reporting until at least the completion of our 2009 fiscal year end.

Our Company maintains a board of directors consisting of only one member.  This small board of directors is inadequate for providing independent oversight of our management team and does not allow us to staff important board of director committees such as an independent audit committee.  Given that our Company has limited cash reserves, it is unlikely that we will be able to attract additional qualified members for our board of directors.  This is a material weakness in our internal control over financial reporting.  Additionally, to date, we do not have a designated financial expert and we do not have an established whistleblower program.  These are also material weaknesses in our internal control over financial reporting.

(b)

Changes in Internal Controls

There were no changes in the Company’s internal controls or other factors that could affect the Company’s internal controls subsequent to the date of their evaluation.

- 15 -

PART II-OTHER INFORMATION

Item1.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 1A.  Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

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.

Exhibits required by Item 601 of Regulation S-K

Exhibit Number	Description
31	Certification of Principal Executive Officer and Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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 12, 2009

Per:

/s/Leonard MacMillan

Leonard MacMillan,

President, C.E.O. and Director