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 | June 30, 2009 |
| 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. |
20,504,595 common shares issued and outstanding as of August 12, 2009 |
TREND TECHNOLOGY CORPORATION
INDEX
PART 1.
FINANCIAL INFORMATION
Item 1.
Financial Statements
Unaudited Balance Sheets as of June 30, 2009 and March 31, 2009
Unaudited Statements of Operations for the three month periods ended June 30, 20009 and 2008 and for the period from March 1, 2003 to June 30, 2009
Unaudited Statements of Stockholders' Equity (deficit) for the period from March 1, 2003 to June 30, 2009
Unaudited Statements of Cash Flows for the three month periods ended June 30, 2009 and 2008 and for the period from March 1, 2003 to June 30, 2009
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)
Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
June 30, 2009
Index
Balance Sheets
Statements of Operations
Statements of Stockholders’ Equity (Deficit)
Statements of Cash Flows
Condensed Notes to Financial Statements
| | |
TREND TECHNOLOGY CORPORATION | |
(An exploration stage company) | |
| | |
Balance Sheets | |
(Expressed in U.S. Dollars) | | |
(Unaudited) | | |
| June 30, | March 31, |
| 2009 | 2009 |
| | |
ASSETS | | |
| | |
Current Assets | | |
Cash | $ 19,979 | $ 805 |
Prepaid expenses | 1,200 | 1,650 |
Total Current Assets | 21,179 | 2,455 |
| | |
Total Assets | $ 21,179 | $ 2,455 |
| | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | |
| | |
Current Liabilities | | |
Accounts payable and accrued expenses | $ 8,770 | $ 9,498 |
Loan payable, related party (Note 7) | - | 3,968 |
Loan payable (Note 7) | - | 7,935 |
Total Current Liabilities | 8,770 | 21,401 |
| | |
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: | | |
20,504,595 shares of common stock (March 31, 2009: 20,404,600) | 2,050 | 2,040 |
| | |
Additional paid-in capital | 181,972 | 156,983 |
Deficit accumulated during the exploration stage | (171,613) | (177,969) |
Total Stockholders' Equity (Deficit) | 12,409 | (18,946) |
| | |
Total Liabilities and Stockholders’ Equity | $ 21,179 | $ 2,455 |
| | |
| | |
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 operation) to | | Ended | | Ended |
| | June 30, | | June 30, | | June 30, |
| | 2009 | | 2009 | | 2008 |
| | | | | | |
Expenses | | | | | | |
Bank charges, interest, and exchange (gain) loss | | $ 3,687 | | $ (36) | | $ 22 |
Filing and transfer agent fees | | 20,302 | | 3,364 | | 600 |
Office and miscellaneous | | 22,400 | | 1,728 | | 1,198 |
Mineral exploration | | 48,587 | | - | | - |
Professional fees | | 88,390 | | 782 | | 4,291 |
Travel expenses | | 441 | | - | | - |
Total expenses | | 183,807 | | 5,838 | | 6,111 |
| | | | | | |
Other income from loans forgiven | | 12,194 | | 12,194 | | - |
| | | | | | |
Net income (loss) for the period | | $ (171,613) | | $ 6,356 | | $ (6,111) |
| | | | | | |
Income (Loss) per shares - basic and diluted | | | | $ 0.00 | | $ (0.00) |
| | | | | | |
Weighted average number of shares | | | | | | |
outstanding - basic and diluted | | | | 20,426,577 | | 20,404,600 |
| | | | | | |
| | | | | | |
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 June 30, 2009 |
(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) |
| | | | | |
Balance, March 31, 2008 | 20,404,600 | 2,040 | 156,983 | (150,386) | 8,637 |
| | | | | |
Net loss and comprehensive loss for the year | - | - | - | (27,583) | (27,583) |
| | | | | |
Balance, March 31, 2009 | 20,404,600 | 2,040 | 156,983 | (177,969) | (18,946) |
| | | | | |
Issuance of common stock for cash at $0.25 per share | 99,995 | 10 | 24,989 | - | 24,999 |
| | | | | |
Net loss and comprehensive loss for the period | - | - | - | 6,356 | 6,356 |
| | | | | |
Balance, June 30, 2009 | 20,504,595 | $ 2,050 | $ 181,972 | $ (171,613) | $ 12,409 |
| | | | | |
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 operation) to | | Ended | | Ended |
| | June 30, | | June 30, | | June 30, |
| | 2009 | | 2009 | | 2008 |
| | | | | | |
Cash flows used in operating activities | | | | | | |
Net income (loss) for the period | | $ (171,613) | | $ 6,356 | | $ (6,111) |
Forgiveness of loans and interest payable | | (12,194) | | (12,194) | | - |
Adjustments to reconcile net income (loss) to net cash | | | | |
used in operating activities : | | | | | | |
Prepaid expenses | | (1,200) | | 450 | | 600 |
Accounts payable and accrued expenses | | 9,061 | | (437) | | (311) |
Net cash flows used in operating activities | | (175,946) | | (5,825) | | (5,822) |
| | | | | | |
Cash flows from financing activities | | | | | | |
Proceeds from issuance of common stock | | 184,022 | | 24,999 | | - |
Loan proceeds | | 11,903 | | - | | - |
Net cash flows provided by financing activities | | 195,925 | | 24,999 | | - |
| | | | | | |
Increase (decrease) in cash during the period | | 19,979 | | 19,174 | | (5,822) |
| | | | | | |
Cash, beginning of period | | - | | 805 | | 13,487 |
| | | | | | |
Cash, end of period | | $ 19,979 | | $ 19,979 | | $ 7,665 |
| | | | | | |
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)
Notes to the financial statements
(Expressed in U.S. Dollars)
(Unaudited)
June 30, 2009
1.
Nature 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, 2009 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 (deficit), 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 June 30, 2009, and the results of operations and cash flows for the three months ended June 30, 2009, and for the period from March 1, 2003 (Date of Commencement) to June 30, 2009.
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 not generated cash from operations yet and has an accumulated deficit of $171,613. 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)
June 30, 2009
4.
Recent Accounting Pronouncements
New accounting pronouncement recently adopted:
(a)
Intangible assets
On April 1, 2009, the Company adopted FASB Staff Position No. 142-3,Determination of the Useful Life of Intangible Assets(“FSP 142-3”). FSP 142-3 amends the factors that should be considered in developing assumptions about renewal or extension used in estimating the useful life of a recognized intangible asset under SFAS No. 142,Goodwill and Other Intangible Assets(“SFAS 142”). This standard is intended to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141 (revised 2007),Business Combinations(“SFAS 141(R)”) and other GAAP. The measurement provisions of this standard applied only to intangible assets acquired after the effective date. The adoption of the standard does not have a material impact on the Company.
(b)
Loss per share
On April 1, 2009, the Company adopted Financial Accounting Standards Board (“FASB”) issued FASB Staff Position No. EITF 03-6-1 (“FSP EITF 03-6-1”),Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities. FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and affects entities that accrue cash dividends on share-based payment awards during the awards’ service period when the dividends do not need to be returned if the employees forfeit the awards. FSP EITF 03-6-1 states that all outstanding unvested share-based payment awards that contain rights to nonforfeitable dividends participate in undistributed earnings with common shareholders and, therefore, need to be included in the earnings allocation in computing earnings per share under the two-class method. T he adoption of FSP EITF 03-6-1 does not have a material impact on the Company’s financial statements.
(c)
Fair value of financial instruments
On April 1, 2009, the Company adopted SFAS No. 157,Fair Value Measurements(“SFAS No. 157”), which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. SFAS No. 157 does not require any new fair value measurements, but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels:
TREND TECHNOLOGY CORPORATION
(An exploration stage company)
Notes to the financial statements
(Expressed in U.S. Dollars)
(Unaudited)
June 30, 2009
4.
Recent Accounting Pronouncements – Continued
New accounting pronouncement recently adopted – Continued:
·
Level one – Quoted market prices in active markets for identical assets or liabilities;
·
Level two – Inputs other than level one inputs that are either directly or indirectly observable; and
·
Level three – Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.
The adoption of SFAS 157 has no material effect on the Company’s financial position or results of operations. The book values of cash and cash equivalents, accounts and note payable approximate their respective fair values due to the short-term nature of these instruments. The Company has no assets or liabilities that are measured at fair value on a recurring basis. There were no assets or liabilities measured at fair value on a non-recurring basis during the period ended June 30, 2009.
Recent Accounting Pronouncements
In May 2009, the Financial Accounting Standards Board (“FASB”) issued FASB No. 165,Subsequent Events (“SFAS 165”). SFAS 165 establishes general standards of accounting for disclosing events that occur after the balance sheet date but before financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for selecting that date, that is, whether that date represents the date the financial statements were issued or were available to be issued. SFAS 165 is effective for interim or annual financial periods ending after June 15, 2009. The adoption of the standard will not have a material impact on the Company.
In June 2009, the FASB issued FASB No. 168The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles - a replacement of FASB Statement No. 162 (“SFAS 168”). SFAS 168 establishes the FASB Accounting Standards Codification as the source of authoritative accounting principles recognized by the FASB to be applied by non-governmental entities in the preparation of financial statements in conformity with GAAP in the United States. SFAS 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of the standard will not have a material impact on the Company.
TREND TECHNOLOGY CORPORATION
(An exploration stage company)
Notes to the financial statements
(Expressed in U.S. Dollars)
(Unaudited)
June 30, 2009
4.
Recent Accounting Pronouncements – Continued
Recent Accounting Pronouncements – Continued:
In June 2009, the FASB issued FASB No. 166,Accounting for Transfers of Financial Assets — an amendment of FASB Statement No. 140 (“SFAS 166”). SFAS 166 requires additional disclosures about the transfer and derecognition of financial assets and eliminates the concept of qualifying special-purpose entities under SFAS 140. SFAS 166 is effective for fiscal years beginning after November 15, 2009. The adoption of the standard will not have a material impact on the Company.
Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.
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. There are no outstanding stock options or warrants at June 30, 2009.
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.
TREND TECHNOLOGY CORPORATION
(An exploration stage company)
Notes to the financial statements
(Expressed in U.S. Dollars)
(Unaudited)
June 30, 2009
6.
Mineral Properties and Exploration - Continued
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.
| | March 1, 2003 | | | | |
| (Commencement of | | Three months ended |
| | operation) to | | June 30, |
| June 30, 2009 | | 2009 | | 2008 |
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 | $ | - | $ | - |
TREND TECHNOLOGY CORPORATION
(An exploration stage company)
Notes to the financial statements
(Expressed in U.S. Dollars)
(Unaudited)
June 30, 2009
7.
Loans payable
At March 31, 2009, the Company received operating loans of CAD$5,000 ($3,968) and CAD$10,000 ($7,935) from a shareholder and a third party company respectively. Both loans bore annual interest at 5% and were due on demand. On May 11, 2009, both loans and the accrued interest due were forgiven. As a result, $12,194 has been recognized as “Other income” in these financial statements.
8.
Related Party Transactions
See Note 7.
At June 30, 2009, $50 was due to an officer on expenses incurred for exploration work in 2006 and $1,715 was due to a law firm related to a significant stockholder on expenses incurred for the Company.
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.
TREND TECHNOLOGY CORPORATION
(An exploration stage company)
Notes to the financial statements
(Expressed in U.S. Dollars)
(Unaudited)
June 30, 2009
11.
Subsequent Events
On July 3, 2009, the Company entered into a Binding Letter of Intent (“LOI”) with American Energy Company (“AEC”). The Company will acquire 100% of AEC's issued and outstanding stock owned by the shareholders of AEC (the "Acquisition"). Upon completion of the Acquisition, AEC will become a wholly owned subsidiary of the Company. It is anticipated that the Acquisition will be structured to qualify as a tax-free reorganization pursuant to Section 368 of the Internal Revenue Code. AEC and AEC’s shareholders shall receive a total of 17,000,000 shares of the Company’s common stock upon the closing of the Acquisition (the “Closing”), in exchange for all of the AEC’s Shares. Upon closing the Company will have 32,000,000 shares issued and outstanding, with 1,000,000 shares held in escrow to be issued against the drawdown of funds as scheduled. As funds are drawn down, restric ted shares shall be released from the escrow. The shares in escrow shall be priced at $1.00 per share. Both parties shall negotiate in good faith a bonus package (“Bonus Package”) for AEC’s officers, directors and key employees. This Bonus Package shall be in accordance with industry standards and each manager of AEC shall receive a monthly salary comparative to other executives in the same capacity as set forth in Founder's Employment Agreement which is within industry standards.
AEC shall be provided with sufficient operating capital to achieve certain milestones as per a pre-approved budget. Budget and milestones must be mutually agreed upon prior to Acquisition. Within 5 business days of signing the LOI, the Company provided to AEC the sum of $200,000. These funds shall be utilized to complete the business combination including, but not limited to, an audit, filings and transfer agent fees, as well as refundable earnest money $100,000 deposit for the Massive, Blue Mountain Ventures, and Patrick property Coal Deals. The balance of $800,000 will be disbursed in accordance with the following schedule:
Tranche 1 - $400,000: Upon the completing the acquisition of the Massive, Blue Mountain Ventures, and Patrick property Coal Deals.
Tranche 2 - $400,000: Filing the Super 8K with the Securities and Exchange Commission announcing the closing of this business combination.
Subsequent events have been considered through August 10, 2009.
Item 2. 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 June 30, 2009.
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
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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.
In June, 2009, we raised proceeds of $24,998.70 through a Regulation S private placement of 99,995 common shares at $0.25 per share. These proceeds are being used for working capital.
Item 3. Quantitative and Qualitative Disclosures About Market Risks
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 4. 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 June 30, 2009, 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 June 30, 2009 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.
Despite the fact that all financial transactions are personally reviewed by our C.F.O., 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 2010 fiscal year end on March 31, 2010.
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.
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
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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
In June, 2009, we raised proceeds of $24,998.70 through a Regulation S private placement of 99,995 common shares at $0.25 per share. These proceeds are being used for 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.
Item 6. Exhibits.
Exhibits required by Item 601 of Regulation S-K
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: August 12, 2009
Per:
/s/Leonard MacMillan
Leonard MacMillan,
President, C.E.O. and Director