SEC Company Response from TREND TECHNOLOGY CORP (CIK 0001137239) — Nov 17, 2005
TREND TECHNOLOGY CORP (CIK 0001137239)
Date: Nov. 17, 2005 · CIK: 0001137239 · Accession: 0001137171-05-002138
AI Filing Summary & Sentiment
File numbers found in text: 000-50978
Referenced dates: September 28, 2005
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CORRESP
1
filename1.htm
Filed by Filing Services Canada 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
November
14, 2005
VIA
EDGAR/COURIER FILING
U.S.
Securities and Exchange Commission
100
F Street N.E.
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. 4 to Registration Statement on Form 10-SB12G
-
File No. 000-50978
-
Filed on August 18, 2005
-
Amendment No. 1 to Form 10-KSB for the fiscal year ended March 31,
2005
-
Filed on August 18, 2005
-
File No. 000-50978
We
provide the following responses to your comment letter dated September 28,
2005.
We have enclosed three black-lined copies and one clean copy of amendment number
5 to the 10-SB registration statement. Amendment number 5 includes the Company’s
just completed and filed 10-QSB for the six months ended September 30,
2005.
General
1.
We
have amended the disclosure (under “Business Development” and “Description
of Our Business”) to include a statement that the Company will not enter
into a merger or acquisition with a non-mining entity or company
for at
least the next 24 months and that the Company is actively sourcing
new
exploration properties.
By
way of supplemental information, it should be noted that the Company has
completed phase 2 work on the Copper Prince Property, a phase 3 program has
been
delineated and Mr. Diakow has acquired new claims in Northern British Columbia
on behalf of the Company. The Company has raised an additional $60,000 in equity
financing for mineral exploration.
2.
We
have added disclosure (under “Business Development” and “Description of
Our Business”) which states that no agent or representative of the Company
has taken any measure direct or indirect to locate a target non-mining
business at any time past or
present.
Security
Ownership of Certain Beneficial Owners and Management, page
19
3.
Mr.
MacMillan resides at 1122 Gilford Street, Vancouver, British Columbia.
This is a condominium building in downtown Vancouver. Mr. MacMillan’s
suite number is 1002, not 101. Because Mr. MacMillan is a frequent
traveler, he has arrangements in his building for his mail to go
to Suite
101, which is the building manager rather than to the mailbox for
his own
suite which is 1002. Accordingly, it is possible that other individuals
and/or companies such as Camelot Ventures Inc. and Arbitrage Capital
Management Inc. may use the same mailing address in the building.
Mr.
MacMillan has no association or connection with Camelot Ventures
Inc. or
Arbitrage Capital Managements Inc.
After
receiving and reading your comment letter of September 28, 2005 and noting
that
Mr. MacMillan’s residential address again seemed incorrect, I immediately called
Mr. MacMillan and gave him a lecture on his failure to provide the right
residential
not mailing
address. I explained to Mr. MacMillan that his failure to provide your office
yet again with his actual residential suite number could create an impression
that he was hiding information. I also explained to Mr. MacMillan that it was
in
embarrassment to me as filing counsel to provide the SEC with incorrect
information. As a result, I asked Mr. MacMillan to prepare a letter of
explanation to your office. The original of this letter is enclosed with our
hard copy submission in a separate envelope to your attention.
Part
II
Recent
Sales of Unregistered Securities, page 22
4.
As
stated in our previous response to this comment, between February
17, 2001
and November 1, 2003 shareholder action was taken by Mr. Ebert. Mr.
Ebert
was also the Company’s sole officer during that period. Mr. Ebert’s
2,250,000 common shares were returned to treasury and cancelled on
November 1, 2003. Mr. Ebert was replaced as C.E.O., C.F.O. and director
of
the Company on November 2, 2003 by Gerald Tuskey who acted in those
capacities until April 20, 2004.
During
the period November 1, 2003 to March 31, 2004, a period of five months, the
Company had no shares issued but
no shareholder actions were required or taken during that time.
The Company’s day to day business affairs were conducted by Gerald Tuskey and by
Gerry Diakow. There is no requirement under Nevada law for a company to have
shares issued in order for it to undertake business activities. Section 78.060
of the Nevada Revised Statutes confers general operational powers on all Nevada
corporations and section 78.070 confers a number of specific operational powers.
None of these powers are conditional upon the corporation having shares issued.
Section 78.380 of the Nevada Revised Statutes even permits a corporation to
amend its articles before its shares have been issued. Accordingly, the full
response to your comment number 4 is that at all times, since its incorporation,
the Company has had officers and directors in place to conduct the day to day
operations of the Company. The Company has had shares issued to shareholders
at
such times as shareholder actions were taken by consent resolutions. During
the
period from November 1, 2003 to March 31, 2004, the Company’s previously issued
shares had been cancelled and no shares were outstanding but during this period
no shareholder actions were required or taken and the Nevada Revised Statutes
confer all general and specific powers on the Company (and thereby its officers
and directors) as were needed for the Company to conduct its business
at
all times.
There is no requirement under Nevada law for a company to have shares issued
in
order for it to undertake business activities. The actual operations of the
Company were undertaken during the time in question by Mr. Diakow and by Mr.
Tuskey.
Form
10-KSB for the fiscal year ended March 31, 2005
Description
of Property
5.
Mr.
Shields provides office space to the Company at no cost. The “nominal”
wording was requested by the auditors even though the cost is actually
zero. We have revised the Form 10-KSB accordingly. As you may have
noted,
the Company’s principal executive office address changed in September when
Mr. Shields changed offices.
Plan
of Operations
Phase
2 Geophysical Surveying
6.
The
Phase 2 exploration program has been completed. The 10-KSB has been
amended to update exploration disclosure for Phase 2. We have updated
all
disclosure in the September 30, 2005 Form 10QSB and the 10-SB regarding
the Company’s plan of operations including the proposed phase 3 and
acquisition of the Dalvenie
property.
Financial
Statements
Accountants
Report
7.
The
report of the former accountants (Moore Stephens Ellis Foster Ltd.)
has
been filed in an amendment to the March 31, 2005 Form 10KSB and the
Form
10-SB.
Note
1 - Basis of Presentation
8.
The
disclosure in Note 1 to the June 30, 2005 internal financial statements
has been amended.
We
look forward to receiving any further comments which you may have or
notification from your office that the Company’s Form 10-SB has been accepted
for filing.
Yours
truly,
Gerald
R. Tuskey,
Personal
Law Corporation
Per:
Gerald
R. Tuskey
Enclosures