SEC Company Response from TREND TECHNOLOGY CORP (CIK 0001137239) — Aug 18, 2005
TREND TECHNOLOGY CORP (CIK 0001137239)
Date: Aug. 18, 2005 · CIK: 0001137239 · Accession: 0001137171-05-001273
AI Filing Summary & Sentiment
File numbers found in text: 000-50978
Referenced dates: August 4, 2005
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CORRESP
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filename1.htm
Filed by Filing Services Canada Inc. 403-717-3898
GERALD R. TUSKEY, PERSONAL LAW CORPORATION
Suite 1000, 409 Granville Street
Vancouver, B.C.
V6C 1T2 Canada
Telephone: (604) 681-9588 Facsimile: (604) 688-4933
Email: gtuskey@telus.net
August 18, 2005
VIA EDGAR/COURIER FILING
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Mr. John Zitko,
Mr. David Link
Division of Corporation Finance
Dear Messrs. Zitko and Link:
Re: Trend Technology Corporation (the "Company")
- Amendment No. 3 to Registration Statement on Form 10-SB12G
- File No. 000-50978
- Filed on June 14, 2005
- Form 10-KSB for the fiscal year ended March 31, 2005
- File No. 000-50978
We provide the following responses to your comment letter dated August 4, 2005. We have enclosed three black-lined copies and one clean copy of amendment number 4 to the 10-SB registration statement.
General
1.
In order to facilitate your review of our response to this comment, I have broken the response down into the six component parts set out in paragraph 1 of your re-issued comment. Each part of your comment is reproduced in bold followed by our response. As requested, we have deleted references to Canadian listed issuers in this response. Where historical information requested by your office is not within the writer’s personal knowledge, I have obtained such information through searches of EDGAR filings.
(1)
Every public entity with which any principal, or any affiliate of either a principal or the company has been or is associated with, including but not limited to such principal’s or affiliate’s involvement as a principal, accountant, attorney, consultant, shareholder (if the company was a development stage company when it went public), or promoter:
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Gerald R. Tuskey
The extent of legal work done for the clients listed below varies. In some cases, I acted for a brief period of time and my involvement was nothing more than filing one or more quarterly reports. In other cases, I assisted clients from incorporation through to a quotation on the OTC BB. Companies which are or were subject to Rule 419 are noted. It is possible that various of these clients were subject to Rule 419 before they became my clients. Where I am aware of a reverse merger, I have put the words “Reverse merger” and the date of the accompanying news release or 8K filing. Some of the reverse merger dates are provided based on EDGAR searches as I did not represent the companies at the time of the RTO nor was I personally involved. Where I am listed as a “former initial director”, I took on this role while incorporating the company. There is one company for which I am acting as a director and officer. This company is Pacific Alliance Ventures Ltd. I am a principal shareholder and “promoter” of Trend Technology Corporation. These two companies have not been involved in any merger transaction or reverse merger transaction.
Amnis Systems Inc.
Bidhit.com, Inc.
Big Cat Mining Corp.
Bingo.com, Ltd.
Blue Moon Investments (Rule 419)
Cascadia Capital Corporation
Cheetah Oil & Gas Ltd.
Consumer Marketing Corp. (Rule 419), (No longer reporting)
CYOP Systems International Inc.
Edgetech Services Inc.
Eastern Management Corp. (Rule 419) (No longer reporting)
Eye Catching Marketing Corp. (Rule 419)
Fidelity Capital Concepts Limited
GeoAlert Inc.
Investment Associates Inc. (Rule 419)
Lions Gate Investment Limited
McNab Creek Gold Corp.
Pacific Alliance Ventures Ltd.
Searchlight Systems Inc.
Trend Technology Corporation
Tripacific Development Corp. (Rule 419) (No longer reporting)
Triwest Management Resources Corp. (Rule 419) (No longer reporting)
Keith Ebert
Cascadia Capital Corporation
CYOP Systems International Inc.
Fidelity Capital Concepts Limited
Lions Gate Investment Limited
McNab Creek Gold Corp.
Trend Technology Corporation
Worldwide Promotional Products Corporation
Gerald J. Shields
Cascadia Capital Corporation
CYOP Systems International Inc.
Fidelity Capital Concepts Limited
Lions Gate Investment Limited
Offshore Systems International Ltd. (TSX Senior Board, OTC BB)
Pacific Alliance Ventures Ltd.
Trend Technology Corporation
- 3 -
Leonard MacMillan
Mr. MacMillan has not acted as officer or director of any public companies other than Trend Technology Corp. Mr. MacMillan is an officer and director of Lexaria Corp. and Dayton Boots Enterprises Inc. Both Lexaria Corp. and Dayton Boots Enterprises Inc. are private Nevada companies. Lexaria Corp. is an oil and gas exploration company and Dayton Boots is a footwear manufacturing company. Mr. MacMillan was appointed to his positions with Lexaria Corp. in January, 2005 and was appointed to his positions with Dayton Boots on October 6, 2004.
Gerry Diakow
Cascadia Capital Corporation
Trend Technology Corporation
(2)
Specify for each such entity the nature and extent of the principal’s or affiliate’s involvement:
Gerald R. Tuskey
Amnis Systems Inc. – Acted as Attorney
Bidhit.com, Inc. – Acted as Attorney
Big Cat Mining Corp. – Act as Attorney
Bingo.com, Ltd. – Act as Attorney, Shareholder
Blue Moon Investments (Rule 419) – Act as Attorney
Cascadia Capital Corporation – Former Initial Director and Acted as Attorney
Cheetah Oil & Gas Ltd. – Act as Attorney
Consumer Marketing Corp. (Rule 419), (No longer reporting) – Acted as Attorney
CYOP Systems International Inc. – Former Initial Director and Acted as Attorney
Edgetech Services Inc. – Acted as Attorney
Eastern Management Corp. (Rule 419) (No longer reporting) – Acted as Attorney
Eye Catching Marketing Corp. (Rule 419) – Act as Attorney
Fidelity Capital Concepts Limited – Former Initial Director and Acted as Attorney
GeoAlert Inc. – Acted as Attorney
Investment Associates Inc. (Rule 419) – Act as Attorney
Lions Gate Investment Limited – Former Initial Director and Acted as Attorney
McNab Creek Gold Corp. – Act as Attorney
Pacific Alliance Ventures Ltd. – Act as Attorney; Director and Officer, Shareholder
Searchlight Systems Inc. – Acted as Attorney
Trend Technology Corporation – Former Director, Act as Attorney, Shareholder, Promoter
Tripacific Development Corp. (Rule 419) (No longer reporting) – Acted as Attorney
Triwest Management Resources Corp. (Rule 419) (No longer reporting) – Acted as Attorney
Keith Ebert
Cascadia Capital Corporation – Former Director and Shareholder
CYOP Systems International Inc. – Former Director and Shareholder
Lions Gate Investment Limited – Former Director and Shareholder
Fidelity Capital Concepts Limited – Former Director and Shareholder
McNab Creek Gold Corp. – Incorporator, former initial director and former initial shareholder
Trend Technology Corporation – Incorporator, former initial director and former initial shareholder
Worldwide Promotional Products Corporation - Shareholder
- 4 -
Gerald J. Shields
Cascadia Capital Corporation – Shareholder
CYOP Systems International Inc. – Shareholder
Fidelity Capital Concepts Limited – Shareholder
Lions Gate Investment Limited – Shareholder
Offshore Systems International Ltd. (TSX Senior Board, OTC BB) - Director
Pacific Alliance Ventures Ltd. – Shareholder
Trend Technology Corporation – Director, Shareholder
Leonard MacMillan
Mr. MacMillan has not acted as officer or director of any public companies other than Trend Technology Corp. Mr. MacMillan is an officer and director of Lexaria Corp. and Dayton Boots Enterprises Inc. Both Lexaria Corp. and Dayton Boots Enterprises Inc. are private Nevada companies. Lexaria Corp. is an oil and gas exploration company and Dayton Boots is a footwear manufacturing company. Mr. MacMillan was appointed to his positions with Lexaria Corp. in January, 2005 and was appointed to his positions with Dayton Boots on October 6, 2004.
Gerry Diakow
Cascadia Capital Corporation – Vice President of Exploration and Acquisitions, Shareholder
Trend Technology Corporation – Vice President of Exploration
(3)
Indicate for each such entity whether or not a principal or affiliate of either a principal or the company was in any way involved in an offering of securities by such entity and if so describe in reasonable details the extent and nature of such involvement:
-
5 -
Gerald R. Tuskey
Amnis Systems Inc. (1)
Bidhit.com, Inc. (1)
Big Cat Mining Corp. (1)
Bingo.com, Ltd. – Subscribed for private placement.
Blue Moon Investments (Rule 419) (1)
Cascadia Capital Corporation - Invited a small group of friends, relatives and business associates to subscribe on the same terms as other seed stock shareholders.
Cheetah Oil & Gas Ltd.(1)
Consumer Marketing Corp. (Rule 419), (No longer reporting) (1)
CYOP Systems International Inc. - Invited a small group of friends, relatives and business associates to subscribe on the same terms as other seed stock shareholders.
Edgetech Services Inc. (1)
Eastern Management Corp. (Rule 419) (No longer reporting) (1)
Eye Catching Marketing Corp. (Rule 419) (1)
Fidelity Capital Concepts Limited - Invited a small group of friends, relatives and business associates to subscribe on the same terms as other seed stock shareholders.
GeoAlert Inc. (1)
Investment Associates Inc. (Rule 419) (1)
Lions Gate Investment Limited - Invited a small group of friends, relatives and business associates to subscribe on the same terms as other seed stock shareholders.
McNab Creek Gold Corp. (1)
Pacific Alliance Ventures Ltd. - Invited a small group of friends, relatives and business associates to subscribe on the same terms as other seed stock shareholders.
Searchlight Systems Inc. (1)
Trend Technology Corporation - Invited a small group of friends, relatives and business associates to subscribe on the same terms as other seed stock shareholders.
Tripacific Development Corp. (Rule 419) (No longer reporting) (1)
Triwest Management Resources Corp. (Rule 419) (No longer reporting) (1)
-
6 -
Keith Ebert
Cascadia Capital Corporation – Received initial issuance of shares from treasury in consideration for efforts in organizing the Company, offered seed stock to his father, Neville Ebert, on the same terms as all other seed stock subscribers.
CYOP Systems International Inc. – Received initial issuance of shares from treasury in consideration for efforts in organizing the Company, offered seed stock to his father, Neville Ebert, on the same terms as all other seed stock subscribers.
Lions Gate Investment Limited – Received initial issuance of shares from treasury in consideration for efforts in organizing the Company, offered seed stock to his father, Neville Ebert, on the same terms as all other seed stock subscribers.
Fidelity Capital Concepts Limited – Received initial issuance of shares from treasury in consideration for efforts in organizing the Company, offered seed stock to his father, Neville Ebert, on the same terms as all other seed stock subscribers.
McNab Creek Gold Corp. – Initial incorporating shareholder, shares were transferred to new director upon Mr. Ebert severing involvement with the company. No involvement in any other offering of securities.
Trend Technology Corporation (1)
Worldwide Promotional Products Corporation – Shareholder, subscribed for private placement
Gerald J. Shields
Cascadia Capital Corporation – Subscribed for seed stock shares, seed stock shares also purchased by spouse, Jane Shields, and father-in-law, Tom Simmons.
CYOP Systems International Inc. - Subscribed for seed stock shares, seed stock shares also purchased by spouse, Jane Shields, and father-in-law, Tom Simmons.
Fidelity Capital Concepts Limited - Subscribed for seed stock shares, seed stock shares also purchased by spouse, Jane Shields, and father-in-law, Tom Simmons.
Lions Gate Investment Limited - Subscribed for seed stock shares, seed stock shares also purchased by spouse, Jane Shields, and father-in-law, Tom Simmons.
Offshore Systems International Ltd. (TSX Senior Board, OTC BB) (1)
Pacific Alliance Ventures Ltd. – Subscribed for seed stock shares on same terms as all other seed stock subscribers.
Trend Technology Corporation – Subscribed for seed stock shares on same terms as all other seed stock subscribers.
Leonard MacMillan
Mr. MacMillan has not acted as officer or director of any public companies other than Trend Technology Corp. Mr. MacMillan is an officer and director of Lexaria Corp. and Dayton Boots Enterprises Inc. Both Lexaria Corp. and Dayton Boots Enterprises Inc. are private Nevada companies. Lexaria Corp. is an oil and gas exploration company and Dayton Boots is a footwear manufacturing company. Mr. MacMillan was appointed to his positions with Lexaria Corp. in January, 2005 and was appointed to his positions with Dayton Boots on October 6, 2004.
Gerry Diakow
Cascadia Capital Corporation – Received shares in consideration for option on mining exploration properties
Trend Technology Corporation (1)
(1)
Not involved in an offering of securities for this entity.
(4)
For each such entity whether or not such entity is or was subject to Rule 419 or otherwise qualifies or qualified as a “blank check” company:
-
7 -
Blue Moon Investments (Rule 419)
Cascadia Capital Corporation (formerly subject to Rule 419)
Consumer Marketing Corp. (Rule 419), (No longer reporting)
CYOP Systems International Inc. (formerly subject to Rule 419)
Eastern Management Corp. (Rule 419) (No longer reporting)
Eye Catching Marketing Corp. (Rule 419)
Fidelity Capital Concepts Limited (formerly subject to Rule 419)
Investment Associates Inc. (Rule 419)
Lions Gate Investment Limited (formerly subject to Rule 419)
Tripacific Development Corp. (Rule 419) (No longer reporting)
Triwest Management Resources Corp. (Rule 419) (No longer reporting)
(5)
For each such entity whether or not such entity was involved in any merger transaction, including but not limited to a “reverse merger” transaction as well as any principal’s or affiliate’s role in such
transaction(s):
Gerald R. Tuskey
Amnis Systems Inc. – Reverse Merger (September 14, 2000) – Acted as counsel.
Bidhit.com, Inc.
Big Cat Mining Corp.
Bingo.com, Ltd. – Merged with subsidiary on October 15, 2004 – merger completed to effect a continuation of the company’s jurisdiction from Florida to
Anguilla, B.W.I. – acted as legal counsel in preparation of S-4.
Blue Moon Investments (Rule 419)
Cascadia Capital Corporation – Reverse Merger (September 19, 2002) – No role in transaction.
Cheetah Oil & Gas Ltd.
Consumer Marketing Corp. (Rule 419), (No longer reporting)
CYOP Systems International Inc.
Edgetech Services Inc. – Reverse Merger (May 22, 2002) – Acted as counsel.
Eastern Management Corp. (Rule 419) (No longer reporting)
Eye Catching Marketing Corp. (Rule 419)
Fidelity Capital Concepts Limited - Reverse Merger (November 16, 2004) – No role in transaction.
GeoAlert Inc.
Investment Associates Inc. (Rule 419)
Lions Gate Investment Limited - Reverse Merger (January 30, 2004) – No role in transaction.
McNab Creek Gold Corp.
Pacific Alliance Ventures Ltd.
Searchlight Systems Inc.
Trend Technology Corporation
Tripacific Development Corp. (Rule 419) (No longer reporting)
Triwest Management Resources Corp. (Rule 419) (No longer reporting)
-
8 -
Keith Ebert
Cascadia Capital Corporation – Reverse Merger (September 19, 2002) – No role in transaction.
CYOP Systems International Inc.
Lions Gate Investment Limited - Reverse Merger (January 30, 2004) – Assisted in identifying merger candidate, has acted on the board of directors of the merged company, Dobi Medical International Inc.
Fidelity Capital Concepts Limited - Reverse Merger (November 16, 2004) – No role in transaction.
McNab Creek Gold Corp.
Trend Technology Corporation
Worldwide Promotional Products Corporation
Gerald J. Shield