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, 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 [X] No [_]
The number of shares of the issuer's Common Stock outstanding at October 10,
2002 was 44,309,430 common shares.
Transitional Small Business Disclosure Format
Yes [_] No [X]
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 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 held preliminary settlement negotiations and are currently assessing
their positions.
Item 2. Changes in Securities and Use of Proceeds
Sales of Unregistered Securities
Options Granted
None.
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. During
the quarter ended September 30, 2002 we made a draw in the amount of $250,000 on
the convertible debenture and expect to continue to draw on the funds as we
proceed with our exploration programs. 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 February 7, 2003. 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 for two years from the date of conversion. The holder of the debenture is
a related party. The issuance of these common shares will be exempt from
registration by virtue of Section 4(2) of the Securities Act.
3
During the quarter ended September 30, 2002, we issued 287,500 common shares
on exercise of options for proceeds of $70,261. 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.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
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.
On October 2, 2002, we drew a further $100,000 on the convertible debenture
payable. 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 February 7, 2003. 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 for two years
from the date of conversion. The holder of the debenture is a related party. The
issuance of these common shares will be exempt from registration by virtue of
Section 4(2) of the Securities Act.
4
Item 6. Exhibits And Reports On Form 8-K [SB 601]
(a) Exhibits
None.
(b) During the quarter ended September 30, 2002 one report was filed on Form 8-K
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 October 25, 2002 By "John Andrews"
---------------------
John Andrews
President and Chief
Executive Officer
Date October 25, 2002 By "Kenneth A. Scott"
-------------------------
Kenneth A. Scott
Chief Financial Officer
5
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: October 25, 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: October 25, 2002
"Kenneth A. Scott"
Kenneth A. Scott
Chief Financial Officer
6