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 June 30, 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 (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) - -------------------------------------------------------------------------------- (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 6 Item 6. Exhibits and Reports on Form 8-K 6 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 During the quarter ended June 30, 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. 3 Other sales In connection with a private placement completed in the quarter ended March 31, 2002, 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 June 30, 2002, we issued 125,000 of our common shares to settle a debt owing in the amount of $77,264 (C$123,065). The settlement resulted in a gain on settlement of debt of $30,218, calculated using the closing price of our common shares at the date of the settlement. The gain is treated as ordinary income for Canadian generally accepted accounting principles and as an extraordinary item for U.S. generally accepted accounting principles. The issuance of these common shares was exempt from registration by virtue of Section 4(2) of the Securities Act. During the quarter ended June 30, 2002, we issued 475,000 common shares on exercise of options for proceeds of $113,864. 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. 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. 4 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, 2002, the following matters were submitted to a vote of, and approved by, the security holders at the Company's annual general meeting held on May 27, 2002: Votes Votes Abstained or Votes For Against Withheld - ------------------------------------------------------------------------------------------ To determine the number of directors at five. 6,354,544 500 - - ------------------------------------------------------------------------------------------ To elect John E. Andrews as a Director for the ensuing year. 6,168,974 - 186,070 - ------------------------------------------------------------------------------------------ To elect James W. Ashcroft as a Director for the ensuing year. 6,168,974 - 186,070 - ------------------------------------------------------------------------------------------ To elect Delbert W. Steiner as a Director for the ensuing year. 6,143,974 - 211,070 - ------------------------------------------------------------------------------------------ To elect Theodore Tomasovich as a Director for the ensuing year. 6,143,474 - 211,570 - ------------------------------------------------------------------------------------------ To elect James D. Clucas as a Director for the ensuing year. 6,168,974 - 186,070 - ------------------------------------------------------------------------------------------ To appoint PricewaterhouseCoopers, LLP as auditors for the ensuing year and to authorize the Directors of the Company to fix the remuneration to be paid to the auditors. 6,351,544 - 3,500 - ------------------------------------------------------------------------------------------ To approve, by special resolution, the name change of the Company from "Idaho Consolidated Metals Corp." to "Beartooth Platinum Corporation", or such other name as the directors deem appropriate. 6,202,344 152,700 - - ------------------------------------------------------------------------------------------ To approve amendments to stock options previously granted to Insiders of the Company. 2,250,851 387,570 - - ------------------------------------------------------------------------------------------ To approve an amendment to the Company's stock option plan to increase the number of unissued shares authorized to be reserved for issuance under the Plan from 6,586,422 to 8,709,386. 2,288,851 349,570 - - ------------------------------------------------------------------------------------------ 5 Item 5. Other Information During the quarter ended June 30, 2002, we elected to terminate our Tri-Party Lease and Purchase Option dated July 16, 1999, covering 54 unpatented mining claims located in Sweetgrass County, Montana. Accordingly, we recorded a write-down of $549,764 for Canadian generally accepted accounting principles in the quarter. For U.S. purposes, these expenditures were expensed as incurred and accordingly no further write-down would occur in the quarter. On July 24, 2002, we changed our name from "Idaho Consolidated Metals Corp." to "Beartooth Platinum Corporation". On September 7, 2002, 244,118 share purchase warrants expired unexercised. The warrants allowed the holder to acquire a common share at C$1.25 per share. Item 6. Exhibits And Reports On Form 8-K [SB 601] (a) Exhibits None. (b) Reports filed during the quarter ended June 30, 2002 on Form 8-K. None. 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