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 March 31, 2002.
[_] 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 ______________________
BEARTOOTH PLATINUM CORPORATION
(formerly Idaho Consolidated Metals Corporation)
(Exact name of small business issuer as specified in its charter)
Yukon Territory, Canada 82-0465571
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3rd Floor, 10190-152A Street
Surrey, B.C.
Canada V3R 1J7
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(604) 580-5907
- --------------------------------------------------------------------------------
(Issuer's telephone number, including area code) Idaho
Consolidated Metals Corp.
225 - 4299 Canada Way
Burnaby, B.C.
Canada V5G 1H3
- --------------------------------------------------------------------------------
(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 August
31, 2002 was 44,046,930 common shares.
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 5
Item 4. Submission of Matters to a Vote of Security Holders 5
Item 5. Other Information 5
Item 6. Exhibits and Reports on Form 8-K 5
Signatures 6
Certifications 7
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
On June 3, 2002, we received 60 days notice of termination of the
Stillwater West PGM Agreement from First Choice Industries, Ltd.
On July 11, 2002 we commenced an action in the British Columbia Supreme
Court against First Choice Industries Ltd. ("First Choice") under No. S023888,
Vancouver Registry, by filing a Writ and Statement of Claim. These documents
have been served on First Choice.
The Statement of Claim references the Stillwater West PGM Agreement (the
"Agreement") of November 1, 2001 between us and First Choice and the notice of
termination of the Agreement provided by First Choice to us on June 3, 2002. The
Statement of Claim does not contest the termination of the Agreement but does
seek the specific performance of obligations owed to us by First Choice, which
accrued prior to any termination and remain outstanding pursuant to the terms of
the Agreement. Specifically we seek an order that First Choice pay to us
$137,000 (U.S.) and issue 200,000 shares of First Choice's unrestricted,
registered common stock to us in substitution for the shares provided to date,
or, in the alternative, damages in lieu of specific performance and interest and
costs. First Choice filed an Appearance on July 22, 2002 but has yet to file a
Statement of Defense. The parties are currently conducting settlement
negotiations.
Item 2. Changes in Securities and Use of Proceeds
Sales of Unregistered Securities
Options Granted
None.
Other sales
During the quarter ended March 31, 2002, we issued 4,036,283 units of our
common shares in a private placement. Each unit consists of one common share and
one-half of one common share purchase warrant. The units were issued at C$0.35
per unit and the holder can acquire one additional common share for one full
warrant and C$0.70 per share. The warrants expire on December 19, 2002. In
connection with the private placement we issued 136,371 common shares as
finders' fees and a cash finder fee of $6,615 (C$10,500). The net proceeds of
the private placement were $886,316 (C$1,402,199). The issuance of these common
shares was exempt from registration by virtue of Section 4(2) of the Securities
Act and Rule 506 of Regulation D promulgated thereunder.
3
In connection with this private placement we also issued a convertible
debenture payable in the amount of $1,000,000 (C$1,587,000). The debenture bears
interest at 6% per annum. We made our first draw on the convertible debenture
during August 2002 and expect to continue to draw on the funds as we proceed
with our 2002 exploration program. The debenture is convertible, at the option
of the holder, into units of our common shares at C$0.35 per unit for a maximum
number of units of 4,535,149 until December 10, 2002. Each unit consists of one
common share and one-half of a common share purchase warrant. The holder can
acquire one additional common share for one full warrant and C$0.70 per share
until December 10, 2003. 2002. The holder of the debenture is a related party.
The issuance of these common shares was exempt from registration by virtue of
Section 4(2) of the Securities Act.
During the quarter ended March 31, 2002, we issued 1,763,669 units of our
common shares in a private placement. Each unit consists of one common share and
one-half of one common share purchase warrant. The units were issued at C$0.45
per unit and the holder can acquire one additional common share for one full
warrant and C$0.70 per share. The warrants expire on January 3, 2003. In
connection with the private placement we issued 148,942 common shares as
finder's fee. The net proceeds of the private placement were $500,000
(C$793,651). The issuance of these common shares was exempt from registration by
virtue of Regulation S under the Securities Act.
During the quarter ended March 31, 2002, we issued 171,042 shares on
exercise of options for proceeds of $112,842 (C$172,425). These common shares
were issued pursuant to a Registration Statement on Form S-8 filed with the
Securities and Exchange Commission on April 26, 2002 (SEC File No. 333-87030).
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.
4
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
Subsequent to March 31, 2002, we issued 125,000 of our common shares to
settle a debt owing in the amount of $77,264 (C$123,065).
Subsequent to March 31, 2002, we received regulatory approval to extend
the expiry date on 305,000 share purchase warrants from April 25, 2002 to April
25, 2003 at C$1.60 per share.
Subsequent to March 31, 2002, we granted 650,000 options to purchase
shares of our common stock at C$0.71 per share and expiring on May 27, 2007. The
issuance of options was exempt from registration by virtue of Section 4(2) of
the Securities Act. The options for Directors vest as to 25% on the grant
date, 25% after six months, 25% after twelve months and the balance after
eighteen months, options for Officers vest as to 25% after six months,
25% after twelve months, 25% after eighteen months and the balance after
twenty-four months.
On July 24, 2002, we changed our name from "Idaho Consolidated Metals
Corp." to "Beartooth Platinum Corporation".
Item 6. Exhibits And Reports On Form 8-K [SB 601]
(a) Exhibits
None.
(b) During the quarter ended March 31, 2002 one report was filed on Form
8-K.
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.
BEARTOOTH PLATINUM CORPORATION
Date September 24, 2002 By "John Andrews"
----------------
John Andrews
President and Chief
Executive Officer
Date September 24, 2002 By "Kenneth A. Scott"
--------------------
Kenneth A. Scott
Chief Financial Officer
6
CERTIFICATION
I, John E. Andrews, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Beartooth
Platinum Corporation (formerly Idaho Consolidated Metals Corp.); and
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report.
Date: September 24, 2002
"John Andrews"
John E. Andrews
Chief Executive Officer
CERTIFICATION
I, Kenneth A. Scott, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Beartooth
Platinum Corporation (formerly Idaho Consolidated Metals Corp.); and
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report.
Date: September 24, 2002
"Kenneth A. Scott"
Kenneth A. Scott
Chief Financial Officer