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 SECURITIESEXCHANGE ACT OF 1934 For the quarterly period ended June 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 [last practicable date] _______________________ was _____________________. Transitional Small Business Disclosure Format Yes [ ] No [X] 1 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 5 Item 6. Exhibits and Reports on Form 8-K 5 Signatures 6 2 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 Exercise of Warrants and Options During the quarter ended June 30, 2001, the Company issued a total of 325,050 shares from treasury upon exercise of 650,100 one-half non-transferable share purchase warrants at an exercise price of C$1.26 for total cash proceeds of $261,626 (C$409,563). These warrants were issued in an April 10, 2000 Short Form Prospectus Offering, which is described in the Company's Form 10-KSB for the year ended December 31, 2000, Item 5, "Changes in Securities and Use of Proceeds." The issuances of common shares were exempt from registration by virtue of Section 4(2) of the Securities Act of 1933 ("Securities Act"), Rule 506 under the Securities Act, and/or Regulation S under the Securities Act. During the quarter ended June 30, 2001, the Company issued 75,000 shares from treasury on exercise of options at C$0.37 per share for cash in the amount of $18,004 (C$27,750). These options were initially granted on April 7, 1999 at C$0.49 per share and re-priced at C$0.37 per share on October 28, 1999. The issuance of common shares was exempt from registration by virtue of Section 4(2) of the Securities Act and Rule 506 under the Securities Act. During the quarter ended June 30, 2001, the Company issued 25,000 shares from treasury on exercise of options at C$0.80 per share for cash in the amount of $13,072 (C$20,000). These options were granted on January 9, 2001. The issuance of common shares was exempt from registration by virtue of Section 4(2) of the Securities Act and Rule 506 under the Securities Act. During the quarter ended June 30, 2001, the Company issued 50,000 shares from treasury on exercise of options at C$0.30 CDN per share for cash in the amount of $9,804 (C$15,000). These options were granted on January 14, 2000. The issuance of common shares was exempt from registration by virtue of Section 4(2) of the Securities Act and Rule 506 under the Securities Act. Other Sales During the quarter ended June 30, 2001, the Company issued 610,000 units, each unit consisting of one common share and one-half warrant, at C$1.40 per unit, for gross proceeds of 3 $565,053 (C$854,000). Each whole warrant entitles the holder to acquire an additional common share for a period of one year at C$1.60 per share. The Company paid a finder's fee in the amount of $16,607 (C$25,200) or 3% of the proceeds of the June 27, 2001 private placement. The issuance of common shares and warrants was exempt from registration by virtue of Section 4(2) of the Securities Act and Rule 506 under the Securities Act. 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 During the quarter ended June 30, 2001, the following matters were submitted to a vote of, and approved by, the security holders at the Company's annual general meeting held on June 18, 2001: Votes Abstained or Votes For Votes Against Withheld - --------------------------------------------------------- ---------------- ----------------- ---------------- To appoint PricewaterhouseCoopers, LLP as auditors for 13,736724 0 168,378 the ensuing year and to authorize the Directors of the Company to fix the remuneration to be paid to the auditors. - --------------------------------------------------------- ---------------- ----------------- ---------------- To elect Delbert W. Steiner as a Director for the 13,904,102 0 1,000 ensuing year. - --------------------------------------------------------- ---------------- ----------------- ---------------- To elect David G. Thomas as a Director for the ensuing 13,904,102 0 1,000 year. - --------------------------------------------------------- ---------------- ----------------- ---------------- To elect Marc J. Oppenheimer as a Director for the 13,904,102 0 1,000 ensuing year. - --------------------------------------------------------- ---------------- ----------------- ---------------- To elect Luca M. Riccio as a Director for the ensuing 13,904,102 0 1,000 year. - --------------------------------------------------------- ---------------- ----------------- ---------------- 4 - --------------------------------------------------------- ---------------- ----------------- ---------------- To elect David A. Fraser as a Director for the ensuing 13,904,102 0 1,000 year. - --------------------------------------------------------- ---------------- ----------------- ---------------- To approve the granting of new stock options to 1,810,592 344,120 0 insiders, employees, and consultants and amend any such stock options, and the amendment of existing stock options granted to insiders, employees, and consultants. - --------------------------------------------------------- ---------------- ----------------- ---------------- To approve the application of the Company to the 9,709,090 1,000 0 Registrar of Corporations under the Business Corporation Act (Yukon) for a Certificate of Continuance continuing the Company into the Yukon. - --------------------------------------------------------- ---------------- ----------------- ---------------- Item 5. Other Information On June 28, 2001, the Company entered into a Letter of Understanding with Diane Garrett for services related to investor relations, corporate development and financing. The Company will pay Diane Garrett $100,000 US per year, in addition to stock options, for these services. Diane Garrett was also appointed as the Company's Vice President of Corporate Finance. During June 2001, we signed a Memorandum of Understanding with First Choice Industries Ltd. First Choice may acquire a 40% interest in 220 of our unpatented claims in the West Picket Pin area and the middle and upper banded series of the Stillwater complex by paying us $225,000 by November 1, 2001, and by issuing to us a total of 200,000 common shares of First Choice. First Choice must also spend $425,000 on the property over four years. In the fifth year, First Choice will have the option to acquire an additional 10% interest in the property for $2,500,000. When First Choice satisfies these conditions, we will enter into a joint venture agreement to develop the property. We will be entitled to a 3% net smelter royalty if we do not participate in the development of the property after First Choice earns a 40% interest in the property. Bob Chancey is the President and CEO of First Choice, and was our Vice President of Corporate Development from January 9, 2001 until July 11, 2001. First Choice common shares are traded on the Canadian Venture Exchange under the symbol FSD. Item 6. Exhibits And Reports On Form 8-K [SB 601] (a) Exhibits 10.01 Letter of Understanding with Diane Garrett 10.02 Memorandum of Understanding between the Company and First Choice (b) No reports on Form 8-K were filed during the quarter ended June 30, 2001. 5 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 6