UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


[ X ]  QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
       EXCHANGE ACT OF 1934

For the quarterly period ended        March 31, 2002
                                  --------------------------

                                       or

[   ]  TRANSACTION  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
       EXCHANGE ACT OF 1934

For the transition period from                      to
                                        -----------    -----------

Commission File Number:
                                        -----------


                              ISG Resources, Inc.
                   -----------------------------------------
             (Exact name of registrant as specified in its charter)


                      Utah                             87-0619697
         ---------------------------------          ------------------
         (State or other jurisdiction of            (I.R.S. Employer
         incorporation or organization)             Identification No.)


          136 East South Temple, Suite 1300, Salt Lake City, Utah 84111
       ---------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (801) 236-9700
                          --------------------------
              (Registrant's telephone number, including area code)


         Indicate by check mark whether the registrant (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) [ X ] Yes [ ] No, and (2) has been
subject to such filing requirements for the past 90 days [ X ] Yes [ ] No.

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest  practicable date. As of May 6, 2002 :
                                                                   ------------


     Classes of Common Stock                 Number of shares outstanding
  ----------------------------------     -----------------------------------
      Common Stock, no par value                              100


<PAGE>

                               ISG Resources, Inc.

                                  ------------

                               INDEX TO FORM 10-Q


                         PART I -- FINANCIAL INFORMATION

<TABLE>
<CAPTION>

Item 1.  Financial Statements                                                         Page
         --------------------                                                         ----

<S>     <C>                                                                           <C>
         Condensed Consolidated Balance Sheets --
         March 31, 2002 and December 31, 2001.......................................... 1

         Unaudited Condensed Consolidated Statements of Operations --
         Three months ended March 31, 2002 and 2001 ................................... 2

         Unaudited Condensed Consolidated Statements of Comprehensive Loss  --
         Three months ended March 31, 2002 and 2001 ................................... 3

         Unaudited Condensed Consolidated Statements of Cash Flows --
         Three months ended March 31, 2002 and 2001 ................................... 4

         Notes to Unaudited Condensed Consolidated Financial Statements ............... 5

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations................................. 9

Item 3.  Quantitative and Qualitative Disclosure about Market Risk

          There have been no significant changes since the annual report on Form
          10-K filed for the year ended December 31, 2001.

                           PART II - OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K  ............................................ 13
         --------------------------------
</TABLE>

<PAGE>

                      ISG Resources, Inc. and Subsidiaries
                      Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>

                                                             --------------------------------------------
                                                                   March 31,           December 31,
                                                               2002 (Unaudited)            2001
                                                             --------------------------------------------
<S>                                                           <C>                         <C>
Assets
Current assets:
   Cash and cash equivalents                                     $  14,422,927               $ 17,724,156
   Accounts receivable:
      Trade, net of allowance for doubtful accounts of
          $526,741 and $440,000, respectively                       26,444,739                 25,302,639
      Retainage receivable                                             268,025                    257,989
      Other receivables                                                605,912                    692,828
   Deferred tax assets                                                 630,178                    630,178
   Income tax receivable                                               441,473                          -
   Inventories                                                       9,966,946                  8,528,976
   Other current assets                                              1,579,519                  1,604,691
                                                             --------------------------------------------
Total current assets                                                54,359,719                 54,741,457

Property, plant and equipment, net of accumulated
   depreciation of $19,649,904 and $18,126,675, respectively        39,557,771                 38,118,552
Intangible assets, net                                              81,945,200                 83,329,546
Goodwill                                                            73,848,153                 73,848,153
Debt issuance costs, net                                             3,475,205                  3,687,475
Other assets                                                            93,706                     93,706
                                                             --------------------------------------------
Total assets                                                    $  253,279,754              $ 253,818,889
                                                             ============================================

Liabilities and shareholders' equity
Current liabilities:
   Accounts payable                                              $  15,314,158                $14,287,253
   Accrued liabilities:
      Payroll                                                        1,902,263                  2,775,553
      Interest                                                       4,803,319                  2,380,899
      Other                                                          1,033,482                  1,924,450
   Income taxes payable                                                      -                     10,872
   Other current liabilities                                         2,020,559                  1,951,850
                                                             --------------------------------------------
Total current liabilities                                           25,073,781                 23,330,877

Long-term debt                                                     164,043,900                164,643,900
Deferred tax liability                                              35,268,499                 35,726,641
Payable to Industrial Services Group                                 4,796,444                  4,796,444
Other liabilities                                                      928,227                    766,004

Shareholder's equity:
   Common stock, no par value; 100 shares
    authorized, issued and outstanding                              34,745,050                 34,745,050
   Cumulative foreign currency translation adjustment                  (93,174)                   (55,636)
   Retained deficit                                                (11,482,973)               (10,134,391)
                                                             --------------------------------------------
Total shareholder's equity                                          23,168,903                 24,555,023
                                                             --------------------------------------------
Total liabilities and shareholder's equity                       $ 253,279,754              $ 253,818,889
                                                             ============================================
</TABLE>
See accompanying notes.

                                  1
<PAGE>

<TABLE>
<CAPTION>

                      ISG Resources, Inc. and Subsidiaries
            Unaudited Condensed Consolidated Statements of Operations


                                                    -------------------------------------------
                                                              Three Months Ended
                                                                  March 31,
                                                    -------------------------------------------
                                                            2002                   2001
                                                    -------------------------------------------
Revenues:
<S>                                                     <C>                  <C>
   Product revenues                                     $  37,865,410        $   33,743,400
   Service revenues                                         6,690,566             7,941,985
                                                    -------------------------------------------
                                                           44,555,976            41,685,385

Costs and expenses:
   Cost of product revenues, excluding depreciation         28,739,832           27,014,293
   Cost of service revenues, excluding depreciation          4,944,213            5,407,058
   Depreciation and amortization                             2,970,985            4,144,787
   New product development                                     649,709              595,218
   Selling, general and administrative expenses              6,079,294            5,852,402
                                                    -------------------------------------------
                                                            43,384,033           43,013,758
                                                    -------------------------------------------
Operating income (loss)                                      1,171,943           (1,328,373)

Interest income                                                 58,336              147,813
Interest expense                                            (3,692,241)          (4,366,914)
Other income                                                   282,365               33,997
                                                    -------------------------------------------
Loss before income taxes                                    (2,179,597)          (5,513,477)
Income tax benefit                                             831,015            1,802,560
                                                    -------------------------------------------
Net loss                                                $   (1,348,582)      $   (3,710,917)
                                                    ===========================================
</TABLE>

See accompanying notes.

                                  2
<PAGE>


                      ISG Resources, Inc. and Subsidiaries
             Unaudited Consolidated Statement of Comprehensive Loss


                                              ----------------------------------
                                                  Three months ended March 31
                                                    2002              2001
                                              ----------------------------------

Net loss                                        $(1,348,582)    $(3,710,917)
Other comprehensive income (loss) net of tax:
   Foreign currency translation adjustment           37,538         (12,131)
                                              ----------------------------------
Comprehensive loss                              $(1,311,044)    $(3,723,048)
                                              ==================================


                                  3
<PAGE>

<TABLE>
<CAPTION>

                      ISG Resources, Inc. and Subsidiaries
            Unaudited Condensed Consolidated Statements of Cash Flows

                                                       ---------------------------------
                                                              Three Months Ended
                                                                  March 31,
                                                       ---------------------------------
                                                            2002             2001
                                                       ---------------------------------
<S>                                                      <C>              <C>
Operating activities
Net loss                                                 $ (1,348,582)    $ (3,710,917)
Adjustments to reconcile net loss to net cash
   provided by operating activities:
     Depreciation and amortization                          2,970,985        4,144,787
     Amortization of debt issuance costs                      253,696          220,913
     Gain on disposal of fixed assets                          (4,927)          (6,078)
     Deferred income taxes                                   (458,142)        (380,295)
     Changes in operating assets and liabilities:
         Receivables                                       (1,065,220)        (745,608)
         Inventory                                         (1,437,970)        (976,214)
         Other current and non-current assets                  25,172           53,980
         Accounts payable and accrued expenses              1,685,067        5,571,080
         Other current and non-current liabilities           (221,413)        (414,782)
                                                       ---------------------------------
Net cash provided by operating activities                     398,666        3,756,866

Investing activities
Purchases of property, plant and equipment                 (3,058,431)      (2,501,651)
Proceeds on sale of property, plant and equipment              37,500           34,782
                                                       ---------------------------------
Net cash used in investing activities                      (3,020,931)      (2,466,869)

Financing activities
Payments on long-term debt                                   (600,000)               -
Debt issuance costs incurred                                  (41,426)               -
                                                       ---------------------------------
Net cash used in financing activities                        (641,426)               -

Effect of exchange rate changes on cash and
    cash equivalents                                          (37,538)          12,131
                                                       ---------------------------------
Net increase (decrease) in cash and cash equivalents       (3,301,229)       1,302,128
Cash and cash equivalents at beginning of period           17,724,156        6,986,725
                                                       ---------------------------------
Cash and cash equivalents at end of period               $ 14,422,927      $ 8,288,853
                                                       =================================

Cash paid for interest                                      $ 971,486        $ 370,957
Cash paid (received) for income taxes                        $ 57,995       $ (415,403)


</TABLE>

See accompanying notes.

                                  4
<PAGE>



                               ISG RESOURCES, INC.

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.   Basis of Presentation

ISG  Resources,  Inc., a Utah  corporation  (the  "Company"),  is a wholly owned
subsidiary  of  Industrial  Services  Group,  Inc.  ("ISG").  ISG was  formed in
September  1997 and,  through  merger and  acquistion,  acquired  the  following
entities:   JTM   Industries,   Inc.   ("JTM");   Pozzolanic   Resources,   Inc.
("Pozzolanic"); Power Plant Aggregates of Iowa, Inc. ("PPA"); Michigan Ash Sales
Company, d.b.a. U. S. Ash Company,  together with two affiliated companies, U.S.
Stabilization,  Inc. and Flo Fil Company, Inc., (collectively,  "U.S. Ash"); Fly
Ash Products,  Inc.  ("Fly Ash Products);  Best Masonry & Tool Supply  ("Best");
Mineral  Specialties,  Inc.  ("Specialties");  Irvine Fly Ash, Inc.  ("Irvine");
Lewis  W.  Osborne,   Inc.   ("Osborne");   United  Terrazzo  Supply  Co.,  Inc.
("Terrazzo");  Magna Wall,  Inc.  ("Magna  Wall");  Don's Building Supply L.L.P.
("Don's);  Palestine  Concrete Tile Company,  Inc. and certain  associated  real
property  (collectively,  "Palestine");  and certain fixed and intangible assets
from Hanson Aggregates West, Inc. ("Hanson").

In 2000, ISG Canada Limited,  Inc. ("ISG Canada") was formed and became a wholly
owned foreign  subsidiary of the Company,  with fly ash operations  beginning in
the second half of 2000.

Each of the above  acquisitions  was accounted for under the purchase  method of
accounting and, accordingly,  the results of operations of each acquired company
have been included in the consolidated financial statements since the respective
date of acquisition.

These  financial  statements  reflect the  consolidated  financial  position and
results of  operations  of the Company and its wholly  owned  subsidiaries.  All
significant  intercompany  accounts and  transactions  have been  eliminated  in
consolidation.

In the opinion of management,  the accompanying unaudited condensed consolidated
financial  statements  reflect all  adjustments,  consisting of normal recurring
adjustments,  necessary to present  fairly the  financial  position,  results of
operations and cash flows of the Company,  for the respective periods presented.
The results of operations for an interim period are not  necessarily  indicative
of the results,  which may be expected for any other  interim  period or for the
year as a whole.

The  preparation  of  financial   statements,   in  conformity  with  accounting
principles generally accepted in the United States,  requires management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period. Actual results could differ from those estimates.

Certain  information  and footnote  disclosures  normally  included in financial
statements presented in accordance with generally accepted accounting principles
have been condensed or omitted.  The accompanying  unaudited  interim  condensed
consolidated  financial  statements  should  be read  in  conjunction  with  the
consolidated  financial  statements and notes in the Company's Form 10-K for the
fiscal year ended December 31, 2001.

The  consolidated  balance  sheet at December  31, 2001 was derived from audited
consolidated financial statements, but does not include all disclosures required
under generally accepted accounting principles.
<page>
2.       Description of Business

The Company operates two principal  business  segments:  coal combustion product
(CCP) management and building materials manufacturing and distribution.  The CCP
division  purchases,  removes  and sells fly ash and other  by-products  of coal
combustion  to producers and  consumers of building  materials and  construction
related products  throughout the United States.  The building materials division
manufactures and distributes masonry  construction  materials to residential and
commercial contractors primarily in Texas, California, Georgia and Florida.

3.       New Product Development Costs

New product development costs consist of scientific research and development and
market development  expenditures.  Expenditures of $579,909 and $516,635 for the
three months ended March 31, 2002 and March 31,  2001,  respectively,  were made
for research and development  activities  covering basic scientific research and
application  of  scientific  advances  to the  development  of new and  improved
products and processes. Expenditures of $69,800 and $78,583 for the three months
ended  March 31,  2002 and March 31,  2001,  respectively,  were made for market
development  activities  related to  promising  new and  improved  products  and
processes  identified  during research and development  activities.  The Company
expenses all new product development costs as they are incurred.

4.       Inventories

The Company  accounts for inventory  balances  using the lower of cost or market
method on a first-in, first-out basis. Inventories consist of:


                                     March 31,             December 31,
                                       2002                   2001
                                -------------------- ---------------------
         Raw Materials              $  1,148,481             $   958,796
         Finished Goods                8,818,465               7,570,180
                                -------------------- ---------------------
                                      $9,966,946             $ 8,528,976
                                ==================== =====================

5.   Goodwill and Other Intangible Assets

Effective January 1, 2002, the Company adopted SFAS No. 142, "Goodwill and Other
Intangible  Assets".  In  accordance  with  the  guidelines  of this  accounting
principle,  goodwill  and  indefinite  lived  intangible  assets  are no  longer
amortized, but will be assessed for impairment on at least an annual basis.

Pursuant to SFAS No. 142, the Company  completed its  reassessment of previously
recognized  intangible assets including evaluation of the remaining useful lives
of its  intangibles.  The Company  believes the useful  lives of its  intangible
assets are appropriate.

Provided below is a reconciliation of previously  reported  financial  statement
information  to  adjusted  amounts  that  reflect  the  elimination  of goodwill
amortization:

                                                     March 31,     March  31,
                                                        2002          2001
                                                   ------------- ---------------
Net loss:
      As reported                                  $(1,348,582)    $(3,710,917)
      Add back: Goodwill amortization, net of tax            -       1,013,853
                                                   ------------- ---------------
Adjusted net loss                                  $(1,348,582)    $(2,697,064)
                                                   ============= ===============
<page>
The following  table as of March 31, 2002,  summarizes  the gross carrying value
and accumulated  amortization  for each major class of intangible asset based on
the Company's  reassessment of previously recognized intangible assets and their
remaining amortization lives in accordance with the adoption of SFAS No. 142:

                         Gross Carrying      Accumulated     Amortizable
                              Amount         Amortization         Life
                         ------------------ --------------- -----------------
Supply contracts           $ 100,227,490     $ 20,679,785   10 to 20 years
Patents                        2,446,583          574,088         19 years
Licenses                       1,000,000          475,000        40 months
                         ------------------ ---------------
Total amortizable
  intangible assets        $ 103,674,073     $ 21,728,873
                         ================== ===============

The total  intangible  amortization  expense for these  assets for the  quarters
ended March 31, 2002 and 2001 was $1.4 million and $1.7 million, respectively.

The  estimated  amortization  expense for the next five fiscal  years  beginning
January 1, 2002 is as follows:

     For the year ended December 31, 2002         $5,497,213
     For the year ended December 31, 2003          5,497,213
     For the year ended December 31, 2004          5,197,213
     For the year ended December 31, 2005          5,197,213
     For the year ended December 31, 2006          5,197,213

The  transitional  accounting  provisions of SFAS No. 142 require the Company to
identify and measure  goodwill  impairment at each of its reporting  units.  For
purposes of this measurement,  the Company identified three reporting units. The
Company is in the process of evaluating the impairment, if any, of the goodwill,
in these three reporting units. Under the transitional  accounting provisions of
SFAS No.  142,  the Company is required  to  complete  Step 1  (determining  and
comparing the fair value of the reporting units to the reporting units' carrying
value) of the  transitional  impairment  test within six months of adopting SFAS
No.  142.  If Step 1 of the  goodwill  impairment  test is  failed in any of the
reporting  units,  thereby  indicating  a potential  impairment,  the Company is
required  to  complete  Step 2 of the test for  that  reporting  unit as soon as
possible,  but no later  than  the end of 2002.  Under  Step 2, the  Company  is
required to  calculate  the implied fair value of goodwill and compare it to the
carrying value of goodwill.

6.     Long-term Debt

Long-term debt consists of the following:

                                               March 31,          December 31,
                                                  2002                2001
                                             ---------------- ------------------
     10% Senior Subordinated Notes due 2008     $100,000,000    $   100,000,000
     Secured Credit Facility                      64,043,900         64,643,900
                                             ---------------- ------------------
                                                $164,043,900    $   164,643,900
                                             ================ ==================

At March 31,  2002,  $64,043,900  million of the  Secured  Credit  Facility  was
outstanding, with no amount being unused and available.
<page>
7.     Recent Accounting Pronouncements

In July 2001,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting Standards (SFAS) No. 143, "Accounting for Asset Retirement
Obligations".  SFAS No. 143 requires alternative  accounting treatment of assets
which are in the process of  retirement.  The Company was required to adopt SFAS
No. 143 effective January 1, 2002. As expected,  there was no significant effect
on results of operations or financial position.

In August 2001, the Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting Standards (SFAS) No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets".  This Statement  addresses financial  accounting
and  reporting  for the  impairment  or  disposal  of  long-lived  assets.  This
Statement  supersedes FASB Statement No. 121,  "Accounting for the Impairment of
Long-Lived  Assets  and  for  Long-Lived  Assets  to be  Disposed  Of ," and the
accounting  and  reporting  provisions  of APB  Opinion No. 30,  "Reporting  the
Results of  Operations  and  Reporting the Effects of Disposal of a Segment of a
Business,  and  Extraordinary,  Unusual,  and Infrequently  Occurring Events and
Transactions,"  for the  disposal  of a segment  of a  business  (as  previously
defined  in that  opinion).  The  Company  was  required  to adopt  SFAS No. 144
effective January 1, 2002. The Company currently has no indicators of impairment
of any of its  long-lived  assets.  As such,  adoption of this  statement had no
impact on the Company's financial statements.

8.    Reportable Segments

As discussed in note 2, the Company operates in two reportable segments: the CCP
division and the  manufacturing  products  division.  The CCP division  consists
primarily  of three  operating  regions  that  manage and  market  CCPs in North
America.  The  manufacturing  products  division consists of six legal entities:
Best, Osborne,  Terrazzo,  Magna Wall,  Palestine,  and Don's. The Company's two
reportable  segments are managed separately based on fundamental  differences in
their operations.

The Company  evaluates  financial  performance based on earnings from operations
before interest expense, income taxes, depreciation,  and amortization (EBITDA).
The  Company  derives a majority  of its  revenues  from CCP sales and the chief
operating  decision  makers  rely on  EBITDA to assess  the  performance  of the
segments and make  decisions  about  resources to be allocated to the  segments.
Accordingly,  EBITDA is  included in the  information  reported  below.  Certain
expenses are  maintained at the  Company's  corporate  headquarters  and are not
allocated to the segments.  Such expenses  primarily  include interest  expense,
corporate   overhead  costs,  and  certain   non-recurring   gains  and  losses.
Inter-segment  sales are generally  accounted for at cost and are  eliminated in
consolidation.

Amounts  included in the "Other" column include  financial  information  for the
Company's corporate, R&D and other administrative business units.

In adopting  SFAS No. 142, the Company  reevaluated  the  allocation  of certain
intangible assets to the segments.  Information for the three months ended March
31, 2001 has been restated to conform to this revised presentation.


<PAGE>

Information about reportable segments, and reconciliation of such information to
the consolidated  totals as of and for the three months ended March 31, 2002 and
March 31, 2001, is as follows:
<TABLE>
<CAPTION>

                                                     Manufacturing                           Consolidated
                                       CCP              Products             Other              Total
                                ------------------ ------------------- ------------------ -------------------
<S>                                  <C>                 <C>                 <C>                <C>
Three months ended 3/31/02:
Revenue                              $ 33,015,134        $ 11,471,686           $ 69,156        $ 44,555,976
EBITDA                                  5,933,595           1,152,543         (2,602,509)          4,483,629
Depreciation and
   Amortization                         2,712,053             185,800             73,132           2,970,985
Goodwill                               44,832,605          29,015,548                  -          73,848,153
Total Assets                          184,363,598          48,260,959         20,655,197         253,279,754
Expenditures for PP&E                   2,761,632             126,248            170,551           3,058,431

Three months ended 3/31/01:
Revenue                              $ 30,015,729        $ 11,606,355           $ 63,301        $ 41,685,385
EBITDA                                  4,734,279             976,288         (2,712,343)          2,998,224
Depreciation and
   Amortization                         3,468,665             613,925             62,196           4,144,787
Goodwill                               46,626,175          30,263,536                  -          76,889,711
Total Assets                          189,989,829          47,400,620         16,689,698         254,080,147
Expenditures for PP&E                   2,101,980             324,211             75,460           2,501,651

</TABLE>

9.       Condensed Consolidating Financial Information

The Company's debt facilities are guaranteed by domestic  subsidiaries only. ISG
Canada  was  formed  in  2000  and  had  minimal  operations  in  comparison  to
consolidated results.  Because ISG Canada's operations increased during 2001, it
is no longer  considered a "minor"  subsidiary as defined under  Regulation  S-X
Rule 3-10. As such, the Company is required to disclose condensed  consolidating
financial information in its periodic reports.


<PAGE>

<TABLE>
<CAPTION>

The condensed consolidating balance sheet as of March 31, 2002 is as follows:

                                                              ISG         Manufactured          ISG
                           Consolidated   Eliminations     Resources        Products           Canada
                          --------------------------------------------------------------- -----------------
<S>                       <C>              <C>            <C>               <C>               <C>
Assets
Current assets:
Cash and cash equivalents   $ 14,422,927    $          -   $ 13,540,881      $   724,837         $ 157,209
Accounts receivable           27,318,676               -     20,439,140        6,776,577           102,957
     Inventories               9,966,946               -      4,684,274        4,960,534           322,138
     Other current assets      2,651,170               -      2,525,083          123,922             2,165
                          --------------------------------------------------------------- -----------------
Total current assets          54,359,719               -     41,189,378       12,585,870           584,469

Property, plant and           39,557,771               -     32,085,385        6,659,541           812,845
equipment

Intangible assets, net        85,420,405               -     85,420,407                -                 -
Goodwill                      73,848,153               -     44,832,605       29,015,548                 -
Investment in subsidiaries             -    (46,519,157)     46,519,157                -                 -
Other assets                      93,706               -         93,706                -                 -
                          ---------------------------------------------------------------------------------
Total assets               $ 253,279,754  $ (46,519,157)   $250,140,638      $48,260,959       $ 1,397,314
                          =============================================================== =================

Liabilities and shareholder's
  equity
Current liabilities:
Accounts payable            $ 15,314,158      $        -   $ 12,487,532      $ 2,826,626          $      -
Accrued expenses               7,739,064               -      7,656,787           80,739             1,538
Other current liabilities      2,020,559               -      1,356,978          656,512             7,069
                          --------------------------------------------------------------- -----------------
Total current liabilities     25,073,781                     21,501,297        3,563,877             8,607

Long-term debt               164,043,900               -    164,043,900                -                 -
Deferred tax liabilities      35,268,499               -     35,268,499                -                 -
Payable to Parent              4,796,444               -      4,796,444                -                 -
Intercompany account                   -          36,509        921,117      (2,070,887)         1,113,261
payable
Other liabilities                928,227               -        347,304          580,923                 -

Shareholder's equity:
Common stock                  34,745,050        (28,496)     34,745,050           28,496                 -
Cumulative translation          (93,174)        (76,409)              -                -          (16,765)
adjustment
Additional paid in capital             -    (41,049,814)              -       40,552,264           497,550
Retained (deficit)          (11,482,973)     (5,400,947)   (11,482,973)        5,606,286         (205,339)
 earnings
                          --------------------------------------------------------------- -----------------
Total shareholder's equity    23,168,903    (46,555,666)     23,262,077       46,187,046           275,446
                          --------------------------------------------------------------- -----------------
Total liabilities and
  shareholder's equity     $ 253,279,754  $ (46,519,157)  $ 250,140,638     $ 48,260,959       $ 1,397,314
                          =============================================================== =================
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

The condensed consolidating balance sheet as of December 31, 2001 is as follows:

                                                              ISG         Manufactured          ISG
                           Consolidated   Eliminations     Resources        Products           Canada
                          --------------------------------------------------------------- -----------------
<S>                        <C>            <C>             <C>             <C>                 <C>
Assets
Current assets:
Cash and cash equivalents   $ 17,724,156   $           -   $ 17,002,493    $     477,075         $ 244,588
Accounts receivable           26,253,456               -     20,182,923        5,875,011           195,522
Inventories                    8,528,976               -      3,923,243        4,544,632            61,101
Other current assets           2,234,869               -      2,095,752          139,117                -
                           -------------------------------------------------------------- -----------------
Total current assets          54,741,457               -     43,204,411       11,035,835           501,211

Property, plant and           38,118,552               -     30,533,497        6,745,493           839,562
equipment

Intangible assets, net        87,017,021               -     87,017,021                -                 -
Goodwill, net                 73,848,153               -     44,832,605       29,015,548                 -
Investment in subsidiaries             -   $ (45,476,666)    45,476,666                -                 -
Other assets                      93,706               -         93,706                -                 -
                          ---------------------------------------------------------------------------------
Total assets               $ 253,818,889   $ (45,476,666) $ 251,157,906     $ 46,796,876       $ 1,340,773
                          =============================================================== =================

Liabilities and shareholder's
   equity
Current liabilities:
 Accounts payable            $14,287,253      $        -   $ 12,411,354      $ 1,875,899             $  -
 Accrued expenses              7,080,902               -      6,875,103          205,799                -
 Other current liabilities     1,962,722               -      1,427,299          505,484            29,939
                          --------------------------------------------------------------- -----------------
Total current liabilities     23,330,877               -     20,713,756        2,587,182            29,939

Long-term debt               164,643,900               -    164,643,900                -                 -
Deferred tax liabilities      35,726,641               -     35,726,641                -                 -
Payable to Parent              4,796,444               -      4,796,444                -                 -
Intercompany account                   -          23,201         27,888      (1,120,636)         1,069,547
payable
Other liabilities                766,004               -        638,618          127,386                 -

Shareholder's equity:
Common stock                  34,745,050        (28,496)     34,745,050           28,496                 -
Cumulative translation
adjustment                      (55,636)        (38,829)              -                -          (16,807)
 Additional paid in                    -    (40,960,169)              -       40,533,259           426,910
 capital
 Retained (deficit)         (10,134,391)     (4,472,373)   (10,134,391)        4,641,189         (168,816)
 earnings
                          --------------------------------------------------------------- -----------------
Total shareholder's equity    24,555,023    (45,499,867)     24,610,659       45,202,944           241,287
                          --------------------------------------------------------------- -----------------
Total liabilities and
  shareholder's equity     $ 253,818,889  $ (45,476,666)  $ 251,157,906     $ 46,796,876       $ 1,340,773
                          =============================================================== =================

</TABLE>


<PAGE>

<TABLE>
<CAPTION>


The condensed  consolidating statement of operations for the quarter ended March
31, 2002 is as follows:

                                                                          ISG       Manufactured        ISG
                                    Consolidated     Eliminations      Resources      Products        Canada
                                    -------------- ----------------- -------------- ------------------------------
<S>                               <C>                <C>            <C>             <C>             <C>
Revenues                           $  44,555,976     $         -     $ 32,977,756   $ 11,471,686     $ 106,534
Costs and expenses:
Cost of products and services,        33,684,045               -       24,593,636      8,984,971       105,438
  excluding depreciation
Depreciation and amortization          2,970,985               -        2,760,486        185,800        24,699
Selling, general and administrative
  expenses                             6,079,294               -        4,691,434      1,382,094         5,766
New product development                  649,709               -          649,709              -             -
                                    -------------- ----------------- -------------- ------------------------------
                                      43,384,033               -       32,695,265     10,552,865       135,903
                                    -------------- ----------------- -------------- ------------------------------
Operating income (loss)                1,171,943               -          282,491        918,821       (29,369)
Equity interest in subsidiary income           -        (928,115)         928,115              -             -
Interest expense                      (3,692,241)              -       (3,682,982)        (1,646)       (7,613)
Other income, net                        340,701               -          292,779         47,922             -
                                    -------------- ----------------- -------------- ------------------------------
Income (loss) before income tax       (2,179,597)       (928,115)      (2,179,597)       965,097       (36,982)
Income tax  benefit                      831,015               -          831,015              -             -
                                    -------------- ----------------- -------------- ------------------------------
Net income (loss)                   $ (1,348,582)     $ (928,115)     $(1,348,582)     $ 965,097      $(36,982)
                                    ============== ================= ============== ==============================
</TABLE>

<TABLE>
<CAPTION>

The condensed  consolidating statement of operations for the quarter ended March
31, 2001 is as follows:

                                                                          ISG       Manufactured        ISG
                                    Consolidated     Eliminations      Resources      Products        Canada
                                    -------------- ----------------- -------------- ------------------------------
<S>                               <C>                <C>             <C>            <C>               <C>
Revenues                          $  41,685,385      $   (88,809)    $ 29,974,419   $11,606,355       $ 193,420
Costs and expenses:
Cost of products and services,
excluding depreciation               32,421,351                -       22,990,252     9,252,547         178,552
Depreciation and amortization         4,144,787                -        3,514,777       613,925          16,085
Selling, general, and
administrative expenses               5,852,402                -        4,457,152     1,386,473           8,777
New product development                 595,218                -          595,218             -               -
                                    -------------- ----------------- -------------- ------------------------------
                                     43,013,758                -       31,557,399    11,252,945         203,414
                                    -------------- ----------------- -------------- ------------------------------
Operating income (loss)              (1,328,373)         (88,809)      (1,582,980)      353,410          (9,994)
Equity interest in subsidiary income          -         (355,008)         355,008             -               -
Interest expense                     (4,366,914)               -       (4,366,914)            -               -
Other income, net                       181,810           88,809           81,409        11,592               -
                                    -------------- ----------------- -------------- ------------------------------
Income (loss) before income tax      (5,513,477)        (355,008)      (5,513,477)      365,002          (9,994)
Income tax benefit                    1,802,560                -        1,802,560             -               -
                                    -------------- ----------------- -------------- ------------------------------
Net income (loss)                  $ (3,710,917)      $ (355,008)     $(3,710,917)   $  365,002       $ (9,994)
                                    ============== ================= ============== ==============================
</TABLE>



<PAGE>

<TABLE>
<CAPTION>

The condensed  consolidating  statement of cash flow information for the quarter
ended March 31, 2002 is as follows:

                                                                            ISG       Manufactured        ISG
                                         Consolidated   Eliminations     Resources      Products        Canada
                                         -------------  -------------- -------------- --------------  ------------
<S>                                       <C>                <C>          <C>             <C>         <C>
Net cash provided by (used in) operating  $   398,666        $ 72,027     $  252,177      $ 278,715   $ (204,253)
activities

Net cash provided by (used in) investing
activities                                 (3,020,931)        (34,448)    (3,072,363)       (30,953)     116,833

Net cash (used in) financing activities      (641,426)              -       (641,426)             -            -

Effect of exchange rate changes on cash
  and cash equivalents                        (37,538)        (37,579)             -              -           41
                                         -------------------------------------------------------------------------

Net increase (decrease) in cash and cash
  equivalents                              (3,301,229)              -     (3,461,612)       247,762      (87,379)

Cash and cash equivalents at beginning
of period                                  17,724,156               -     17,002,493        477,075      244,588
                                         -------------------------------------------------------------------------
Cash and cash equivalents at end of      $ 14,422,927          $    -   $ 13,540,881      $ 724,837     $157,209
period
                                         =========================================================================

</TABLE>

<TABLE>
<CAPTION>

The condensed  consolidating  statement of cash flow information for the quarter
ended March 31, 2001 is as follows:

                                                                            ISG       Manufactured        ISG
                                         Consolidated   Eliminations     Resources      Products         Canada
                                         -------------  -------------- -------------- --------------  -------------
<S>                                       <C>               <C>          <C>             <C>           <C>
Net cash provided by (used in) operating  $ 3,756,866       $ (84,394)   $ 3,708,395     $  242,577    $ (109,712)
activities

Net cash provided by (used in) investing
activities                                 (2,466,869)         69,242     (2,315,856)      (527,205)      306,950

Effect of exchange rate changes on cash
  and cash equivalents                         12,131          15,152              -              -        (3,021)
                                         --------------------------------------------------------------------------

Net increase (decrease) in cash and cash
  equivalents                               1,302,128               -      1,392,539       (284,628)      194,217

Cash and cash equivalents at beginning
of period                                   6,986,725               -      5,954,992      1,054,079       (22,346)
                                         --------------------------------------------------------------------------
Cash and cash equivalents at end of       $ 8,288,853         $     -    $ 7,347,531      $ 769,451      $171,871
period
                                         ==========================================================================

</TABLE>


<PAGE>


                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

The  following  discussion  and analysis of financial  condition  and results of
operations   should  be  read  in  conjunction  with  the  Unaudited   Condensed
Consolidated Financial Statements and Notes thereto included elsewhere herein.

General

ISG  Resources,  Inc., a Utah  corporation  (the  "Company"),  is a wholly owned
subsidiary  of  Industrial  Services  Group,  Inc.  ("ISG").  ISG was  formed in
September  1997 and,  through  merger and  acquistion,  acquired  the  following
entities:   JTM   Industries,   Inc.   ("JTM");   Pozzolanic   Resources,   Inc.
("Pozzolanic"); Power Plant Aggregates of Iowa, Inc. ("PPA"); Michigan Ash Sales
Company, d.b.a. U. S. Ash Company,  together with two affiliated companies, U.S.
Stabilization,  Inc. and Flo Fil Company, Inc., (collectively,  "U.S. Ash"); Fly
Ash Products,  Inc.  ("Fly Ash Products);  Best Masonry & Tool Supply  ("Best");
Mineral  Specialties,  Inc.  ("Specialties");  Irvine Fly Ash, Inc.  ("Irvine");
Lewis  W.  Osborne,   Inc.   ("Osborne");   United  Terrazzo  Supply  Co.,  Inc.
("Terrazzo");  Magna Wall,  Inc.  ("Magna  Wall");  Don's Building Supply L.L.P.
("Don's);  Palestine  Concrete Tile Company,  Inc. and certain  associated  real
property  (collectively,  "Palestine");  and certain fixed and intangible assets
from Hanson Aggregates West, Inc. ("Hanson").

In 2000, ISG Canada Limited,  Inc. ("ISG Canada") was formed and became a wholly
owned foreign  subsidiary of the Company,  with fly ash operations  beginning in
the second half of 2000.

The Acquisitions were accounted for under the purchase method of accounting and,
accordingly,  the results of operations of the  respective  companies  have been
included  in  the  consolidated   financial   statements  since  the  respective
acquisition  dates.   Accordingly,   the  financial  condition  and  results  of
operations of the Company after the Acquisitions are not directly  comparable to
the historical financial condition or results of operations.

The Company operates two principal  business  segments:  coal combustion product
(CCP) management and building materials manufacturing and distribution.  The CCP
division  purchases,  removes  and sells fly ash and other  by-products  of coal
combustion  to producers and  consumers of building  materials and  construction
related products  throughout the United States.  The building materials division
manufactures and distributes masonry  construction  materials to residential and
commercial contractors primarily in Texas, California, Georgia and Florida.

The  Company's  revenues  are  subject  to a pattern  of  seasonal  fluctuation,
concurrent with the construction  industry.  Because the Company's  products are
used as raw materials in other products,  the amount of revenue generated during
the year generally depends upon a number of factors, including the level of road
and other construction using concrete, weather conditions affecting the level of
construction,   general  economic  conditions,  and  other  factors  beyond  the
Company's control.
<page>
Results of Operations

Three Months Ended March 31, 2002 compared to Three Months Ended March 31, 2001

Revenues. Revenues were $44.6 million in the first quarter of 2002, representing
an increase of $2.9 million or 6.9%, as compared to revenues of $41.7 million in
the first quarter of 2001.  Product  revenues  increased to $37.9 million in the
first  quarter  of 2002  from  $33.7  million  in the  first  quarter  of  2001,
representing an increase of $4.1 million or 12.5%. Service revenues decreased to
$6.7 million in the first quarter of 2002 from $7.9 million in the first quarter
of 2001, representing a decrease of $1.2 million or 15.2%. This increase results
from 1) increased revenue in the California market; and 2) other overall revenue
increases from new customers. New terminals were opened in the California market
and volume  increased  substantially  in the southern  California  area from new
customers in that market. The decrease in service revenues is due primarily to a
decrease in  construction  services during the first quarter of 2002 as compared
to the first quarter of 2001.

Cost of Product  Revenues,  Excluding  Depreciation.  Cost of product  revenues,
excluding  depreciation,  was  $28.7  million  in the  first  quarter  of  2002,
representing an increase of $1.7 million or 6.4%, as compared to cost of product
revenues, excluding depreciation, of $27.0 million in the first quarter of 2001.
The  increase  in the cost of product  revenues is as a result of an increase in
volume  noted  above.  As a  percentage  of  product  revenues,  cost of product
revenues,  excluding  depreciation,  decreased to 75.9% in the first  quarter of
2002 from 80.1% in the first quarter of 2001.  This increase in product  margins
is primarily due to higher  margins  related to higher  quality ash  production,
with an increased focus on enhancing margins, together with manufactured product
division  margin  increases  as a result  of better  pricing  and  product  cost
control.

Cost of Service  Revenues,  Excluding  Depreciation.  Cost of service  revenues,
excluding   depreciation  was  $4.9  million  in  the  first  quarter  of  2002,
representing  a decrease of $.5 million or 8.6%,  as compared to cost of service
revenues, excluding depreciation,  of $5.4 million in the first quarter of 2001.
This decrease is due primarily to a decrease in revenue as discussed above. As a
percentage   of  service   revenues,   cost  of  service   revenues,   excluding
depreciation,  increased to 73.9% in the first quarter of 2002 from 68.1% in the
first  quarter  of 2001.  This  decline  in margin is  primarily  the  result of
continuing fixed costs as applied against declining revenues.

Depreciation and Amortization. Depreciation and amortization was $3.0 million in
the first quarter of 2002,  representing a decrease of $1.1 million or 28.3%, as
compared to depreciation  and  amortization of $4.1 million in the first quarter
of 2001. This decrease  resulted  primarily from the adoption of SFAS No. 142 as
described below. See also the notes to the financial statement.

Selling,   General   and   Administrative   Expenses.   Selling,   general   and
administrative expenses ("SG&A") were $6.1 million in the first quarter of 2002,
representing  an increase of $0.2 million or 3.9%,  as compared to SG&A expenses
of $5.9  million in the first  quarter of 2001.  SG&A  expenses  as a percent to
total  revenues  declined from 14.0% in 2001 to 13.6% in 2002.  This decrease in
the percentage SG&A expenses to total revenue is primarily due to a reduction of
sales  personnel to streamline  marketing  efforts and reductions in back office
personnel as computerized functions became more efficient.
<page>
New Product  Development.  New product  development  costs consist of scientific
research and development and market development  expenditures.  Expenditures for
scientific  research  and  development  in the  first  quarter  of 2002 and 2001
remained  fairly  constant  at  $0.6  million.   Expenditures   for  new  market
development in the first quarter of 2002 and 2001 also remained  fairly constant
at $0.07 million. The continuation of new product development costs demonstrates
the Company's  commitment to developing and marketing  value added products that
utilize CCPs and related materials.

Interest  Expense.  Interest  expense  decreased  to $3.7  million  in the first
quarter of 2002 from $4.4 million in the first  quarter of 2001,  primarily as a
result of a decrease in interest rates on the Company's  lines of credit and the
decrease in outstanding indebtedness on the line of credit. The average interest
rate during the first quarter of 2002 was 6.05% as compared to 10.13% during the
same quarter of 2001.

Income Taxes.  Income tax benefit was $0.8 million in the first quarter of 2002,
representing  a decrease  of $1.0  million as  compared to income tax benefit of
$1.8 million in the first  quarter of 2001.  This decrease in income tax benefit
reflects  a  decrease  in the loss  before  taxes in the first  quarter of 2002,
primarily resulting from decreased interest expense,  increased revenues,  and a
decrease in the cost of product revenues.  The effective tax rate increased from
33% in the first quarter of 2001 to 38% in the first quarter of 2002 as a result
of the discontinuation of goodwill amortization.  Such goodwill amortization has
previously not been deductible for tax purposes.

Net Income.  As a result of the factors  discussed  above, net loss decreased to
$1.4  million in the first  quarter of 2002 from a $3.7  million net loss in the
first quarter of 2001.

Liquidity and Capital Resources

The Company  financed  the 1998 and 1999  Acquisitions  through the  issuance of
$100.0 million,  10% Senior Subordinated Notes due in 2008 and borrowings on its
Secured Credit  Facility (as  subsequently  amended and  restated).  The Company
financed the  acquisition  of  Palestine  by  obtaining a $15.0  increase in the
Secured  Credit  Facility on May 26, 2000  (discussed  below) and  receiving  an
equity  contribution of  approximately  $9.7 million from ISG on April 19, 2000.
Operating and capital  expenditures  have been financed  primarily  through cash
flow from operations and borrowings under the Secured Credit Facility.

The Secured Credit Facility has been amended a number of times. On May 26, 2000,
the Secured  Credit  Facility was amended and  restated to, among other  things,
increase the  borrowings  available  to the Company from $50.0  million to $65.0
million.

On August 8, 2000, the amended and restated  secured credit  agreement dated May
26, 2000 was amended in order to modify certain debt covenants  contained in the
credit agreement.  Primarily,  a minimum  consolidated  Earnings Before Interest
Expense,  Income Tax Expense,  Depreciation  Expense,  and Amortization  Expense
(EBITDA)  debt  covenant was added.  The minimum  consolidated  EBITDA  covenant
requires the Company to maintain a minimum  EBITDA  amount as of the last day of
every fiscal quarter through June 30, 2003 at levels set forth in the agreement.

On March 30, 2001, the amended and restated  secured credit  agreement dated May
26,  2000 and  subsequently  amended on August 8, 2000,  was amended in order to
modify  certain  debt  covenants  contained  in the  agreement.  The amended and
restated secured credit facility  continues to require the Company to not exceed
a maximum leverage ratio, to not drop below a minimum  interest  coverage ratio,
to not drop  below a minimum  consolidated  EBITDA  level,  and to  comply  with
certain other financial and non-financial covenants.
<page>
At March 31, 2002,  the Company had $14.4  million in cash and cash  equivalents
and $64 million of the Secured Credit Facility was  outstanding,  with no amount
being unused and available. The Company had working capital of approximately $30
million,  a decrease of $1 million from December 31, 2001, due to an increase in
trade accounts  payable and accrued  interest and a decrease in cash as a result
of fixed asset  purchases,  offset by increases in inventory and trade  accounts
receivable.

The Company  intends to make capital  expenditures  over the next several  years
principally to construct storage, loading and processing facilities for CCPs and
to replace existing capital  equipment.  During the three months ended March 31,
2002, capital  expenditures  amounted to approximately $3.1 million. The Company
typically  expends cash in the first quarter as terminals  and other  facilities
are built and replaced in preparation for the construction  season in the second
and third quarters.  The Company expects that capital  expenditures  made in the
ordinary course of business will be funded by cash flow from operations.

The  Company  anticipates  that its  principal  use of cash will be for  working
capital requirements, debt service requirements and capital expenditures.  Based
upon current and anticipated levels of operations, the Company believes that its
cash flow from operations will be adequate to meet its anticipated  requirements
for working capital,  capital  expenditures  and interest  payments for the next
several  years.  There  can  be no  assurance,  however,  that  cash  flow  from
operations  will be sufficient to service the Company's debt and the Company may
be  required to  refinance  all or a portion of its  existing  debt or to obtain
additional  financing.  These increased borrowings may result in higher interest
payments.  There can be no assurance that any such refinancing would be possible
or that any  additional  financing  could be obtained.  The  inability to obtain
additional financing could have a material adverse effect on the Company.

Critical Accounting Policies

The Company has not had significant  changes to its accounting policies with the
exception  of the  adoption  of SFAS No.  142,  "Goodwill  and Other  Intangible
Assets,"  and SFAS No.  144,  "Accounting  for the  Impairment  or  Disposal  of
Long-Lived Assets."

Under SFAS No. 142, the Company no longer amortizes its goodwill.  However,  the
Company is required to assess  goodwill for  impairment  at least  annually at a
level within the Company referred to as a reporting unit, as defined by SFAS No.
142.  Impairment of goodwill is deemed to exist when the carrying  amount of the
goodwill for the  reporting  unit  exceeds its implied  fair value.  In order to
determine if such impairment  exists, the Company is required to complete Step 1
(determining  and  comparing  the  fair  value  of the  reporting  units  to the
reporting  units'  carrying  value)  impairment  test.  Note that in the year of
adoption,  the  Company  is  required  to  complete  Step 1 within six months of
adopting  SFAS No. 142. If Step 1 of the goodwill  impairment  test is failed in
any of the Company's reporting units, thereby indicating a potential impairment,
the Company is required to  complete  Step 2 of the  impairment  test as soon as
possible.  In the year of  adoption,  this is required to be  completed no later
than the end of the year of adoption (December 31, 2002 for the Company).  Under
Step 2, the Company is required to calculate  the implied fair value of goodwill
and compare it to the carrying  value of  goodwill.  The Company is currently in
the process of completing Step 1 of the  transitional  accounting  provisions of
SFAS No. 142.
<page>
Under SFAS No. 144,  the Company  evaluates  its  long-lived  assets  other than
goodwill  (amortizable  intangible assets,  property,  plant and equipment,  and
other such  assets) for  impairment.  In order to perform this  evaluation,  the
Company  groups its long-lived  assets with other assets and  liabilities at the
lowest level for which  identifiable  cash flows are largely  independent of the
cash flows of other assets and  liabilities.  Consistent  with SFAS No. 121, the
Company  continues to consider  whether  indicators  of impairment of long-lived
assets are present.  If indicators exist, the Company determines whether the sum
of the estimated  undiscounted  future cash flows  attributable to the assets in
question are less than their carrying amount.  If so, the Company  recognizes an
impairment  loss based on the excess of the  carrying  amount of the assets over
their  respective  fair  values.  The Company  currently  has no  indicators  of
impairment of any of its long-lived assets.

Recent Accounting Pronouncements

In July 2001,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting Standards (SFAS) No. 143, "Accounting for Asset Retirement
Obligations".  SFAS No. 143 requires alternative  accounting treatment of assets
which are in the process of  retirement.  The Company was required to adopt SFAS
No. 143 effective January 1, 2002. As expected,  there was no significant effect
on results of operations or financial position.

In August 2001, the Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting Standards (SFAS) No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets".  This Statement  addresses financial  accounting
and  reporting  for the  impairment  or  disposal  of  long-lived  assets.  This
Statement  supersedes FASB Statement No. 121,  "Accounting for the Impairment of
Long-Lived  Assets  and  for  Long-Lived  Assets  to be  Disposed  Of ," and the
accounting  and  reporting  provisions  of APB  Opinion No. 30,  "Reporting  the
Results of  Operations  and  Reporting the Effects of Disposal of a Segment of a
Business,  and  Extraordinary,  Unusual,  and Infrequently  Occurring Events and
Transactions,"  for the  disposal  of a segment  of a  business  (as  previously
defined  in that  opinion).  The  Company  was  required  to adopt  SFAS No. 144
effective January 1, 2002. The Company currently has no indicators of impairment
of any of its  long-lived  assets.  As such,  adoption of this  statement had no
impact on the Company financial statements.


<PAGE>


ISG Resources, Inc.

                                  -------------

                           PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

                  None

Item 2.  Changes in Securities and Use of Proceeds

                  None

Item 3.  Defaults upon Senior Securities

                  None

Item 4.  Submission of Matters to a Vote of Security Holders

                  None

Item 5.  Other Information

                  None

Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibits

        Item                                                            Exhibit
         No.                     Item Title                               No.

         (2)      Plan of  acquisition,  reorganization,  arrangement,
                  liquidation or succession: Not Applicable

         (3)      Articles   of   Incorporation   and   By-Laws:   Not
                  Applicable

         (4)      Instruments defining the rights of security holders,
                  including indentures: Not Applicable

         (10)     Material Contracts: Not Applicable

         (11)     Statement   regarding   computation   of  per  share
                  earnings  is  not  required   because  the  relevant
                  computations  can be  clearly  determined  from  the
                  material  contained  in  the  Financial   Statements
                  included herein.

         (15)     Letter re unaudited interim  financial  information:
                  Not Applicable

         (18)     Letter  re  change  in  accounting  principles:  Not
                  Applicable

         (19)     Report furnished to security holders: Not Applicable

         (22)     Published report regarding matters submitted to vote
                  of security holders: Not Applicable

         (23)     Consents of expert and counsel: Not Applicable

         (99)     Additional Exhibits: Not Applicable



(b)      Reports on Form 8-K

                  None


<PAGE>


                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Company  has duly  caused  this  report to be  signed on its  behalf by the
undersigned thereunto duly authorized.


Date:  May 7,2002                    ISG RESOURCES, INC.


                                     /s/ J. I. Everest
                                     ------------------------------
                                     J. I. Everest, II
                                     Chief Financial Officer and Treasurer
                                     (As  both a duly  authorized  officer  of
                                     the  Company  and as  principal
                                     financial officer of the Company)