UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR l5 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2001.
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to ________.
Commission File Number ______________________
IDAHO CONSOLIDATED METALS CORPORATION
(Exact name of small business issuer as specified in its charter)
British Columbia, Canada 82-0465571
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Suite 225 - 4299 Canada Way
Burnaby, British Columbia
Canada V5G 1H3
(Address of principal executive offices) (Zip Code)
(830) 634-3149
(Issuer's telephone number, including area code)
(Former name, former address and former fiscal
year, if changed since last report)
Indicate by check mark whether the issuer: (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.
Yes [ ] No [X]
The number of shares of the issuer's Common Stock outstanding at
November 26, 2001 was 37,165,623 common shares.
Transitional Small Business Disclosure Format
Yes [ ] No [X]
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TABLE OF CONTENTS Page
PART I - BUSINESS AND PROPERTY 3
PART II -- OTHER INFORMATION 3
Item 1. Legal Proceedings 3
Item 2. Changes in Securities and Use of Proceeds 3
Item 3. Defaults Upon Senior Securities 4
Item 4. Submission of Matters to a Vote of Security Holders 4
Item 5. Other Information 4
Item 6. Exhibits and Reports on Form 8-K 5
Signatures 6
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PART I
The Company is not required to file this part pursuant to Rule
13a-13(c)(2) of the Securities Exchange Act of 1934.
PART II
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities and Use of Proceeds
Sales of Unregistered Securities
Options Granted
During the quarter ended September 30, 2001, the Company granted
1,000,000 options to purchase shares of the Company's common stock at C$0.38 per
share and expiring as to 850,000 on September 5, 2006 and 150,000 on September
21, 2006. The issuance of options was exempt from registration by virtue of
Section 4(2) of the Securities Act and Rule 506 under the Securities Act. The
options vest as to 25% on the grant date, 25% after six months, 25% after twelve
months and the balance after eighteen months.
Other sales
During the quarter ended September 30, 2001, the Company issued 200,000
common shares to Platinum Fox and Emerald Chimera as partial consideration for
the acquisition of the Platinum properties from Platinum Fox and Emerald Chimera
pursuant to an agreement dated July 16, 1999 between the Company and Platinum
Fox and Emerald Chimera ("Platinum Fox Agreement"). The price per share at the
time of issuance was C$0.90, resulting in deemed proceeds of $116,069
(C$180,000). The terms of the Platinum Fox Agreement are described in the
Company's Form 10-KSB for the period ended December 31, 1999, Item 2, "Platinum
Fox Lease" and a subsequent amendment filed as Exhibit 10.01 to the Form 10-QSB
for the period ended March 31, 2001. The issuance of common shares was exempt
from registration by virtue of Section 4(2) of the Securities Act and/or Rule
506 under the Securities Act.
During the quarter ended September 30, 2001, the Company issued 100,000
common to Chrome Corporation as partial consideration for the acquisition of the
Stillwater, Montana property from Chrome Corporation pursuant to an agreement
dated January 18, 2000 between the Company and Chrome Corporation ("Chrome
Agreement. The price per share at the time of issuance was C$0.98, resulting in
deemed proceeds of $62,512 (C$98,000). The terms of the Chrome Agreement are
described in the Company's Form 10-KSB for the period ended December 31, 2000,
Item 2, "Chrome Corporation Joint Venture Agreement." The issuance of common
shares was exempt from registration by virtue of Section 4(2) of the Securities
Act and/or Rule 506 under the Securities Act.
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Working Capital Restrictions
The Company has had negative cash flows from operating activities since
inception, and expects that negative cash flows from operating activities will
continue, which will have a material negative impact on liquidity.
The Company is dependent on the proceeds of debt and equity financings
such as private placements, issuances of convertible securities, the exercise of
stock options or warrants, and optioning or selling its properties or other
assets to fund its general and administrative expenditures and its mineral
exploration and development costs. Without such proceeds, the Company may not
continue as a going concern. The Company will need funding to continue its
operations and there can be no assurance that such funding will be available.
Limits on Dividends
The Company has never paid any dividends on its common stock and the
Company does not expect to pay dividends on its common stock in the foreseeable
future.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
During the quarter ended September 30, 2001, the Company received
approval from the Canadian Venture Exchange to re-price 1,500,000 outstanding
incentive share purchase options to C$0.38 per share. The original expiry date
on these options remains in effect. The effect was to re-price 300,000 incentive
share purchase options originally set at C$1.20 and expiring March 24, 2005,
1,000,000 incentive share purchase options originally set at C$0.80 and expiring
January 9, 2006, 150,000 incentive share purchase options originally set at
C$0.72 and expiring March 7, 2003 and 50,000 incentive share purchase options
originally set at C$1.12 and expiring May 25, 2005.
On October 23, 2001, the Company reached an agreement with Crystallex
International Corporation ("Crystallex") to terminate the January 10, 2001
Management Services Agreement effective November 15, 2001. The Management
Services Agreement had provided for a monthly fee of C$15,000 and granted
Crystallex 2,250,000 incentive share purchase options at C$1.08 per share,
expiring January 10, 2006. The termination agreement revises the option expiry
date to November 15, 2002 and eliminates the monthly fee effective November 15,
2001.
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Subsequent to September 30, 2001, the Company granted 350,000 options
to purchase shares of the Company's common stock at C$0.27 per share and
expiring on November 7, 2006. The issuance of options was exempt from
registration by virtue of Section 4(2) of the Securities Act and Rule 506 under
the Securities Act. The options vest as to 25% on the grant date, 25% after six
months, 25% after twelve months and the balance after eighteen months.
Item 6. Exhibits And Reports On Form 8-K [SB 601]
(a) Exhibits
10.01 Termination Agreement between the Company and Crystallex International
Corporation
(b) No reports on Form 8-K were filed during the quarter ended September
30, 2001.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
IDAHO CONSOLIDATED METALS CORPORATION
Date January 28, 2002 By "John Andrews"
----------------------
John Andrews
President and Chief Executive Officer
Date January 28, 2002 By "Kenneth A. Scott"
---------------------------
Kenneth A. Scott
Chief Financial Officer
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