SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                FORM 10-QSB/A #2
                      FOR THE QUARTER ENDED MARCH 31, 2002


                         Commission file number: 0-30651

                               CIK No. 0001035422

                           INDUSTRIAL MINERALS, INC.
                          ---------------------------
                            (New name of registrant)


                                PNW CAPITAL, INC.
                              ---------------------
                          (Previous name of registrant)

                Delaware                              06-1474412
              -------------------------------     --------------------
              (State of other jurisdiction        (I.R.S. Employer
              of incorporation or organization)    Identification No.)



                   12925 W. Arlington Pl., Littleton, CO 80217
           ----------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (303) 412-2469

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),  and  (2)  has  been  subject  to the  filing
requirements for at least the past 90 days.

                         YES  X          NO
                            -----         -----

As of March 31, 2002,  there were 32,543,019  shares of $0.0001 par value common
stock outstanding


<PAGE>

<TABLE>
<CAPTION>


                                   PNW CAPITAL, INC.
                            (An Exploration Stage Company)

                                    Balance Sheets

                         March 31, 2002 and December 31, 2001



                                                                                (As restated)
                                                                                   March 31,     December 31,
                                                                                       2002          2001
                           Assets                                                 (Unaudited)      (Audited)
                           ------                                                 -----------      ---------
<S>                                                                            <C>                 <C>
Cash                                                                           $       3,116                21
Equipment, at cost                                                                   205,000             -
Prepaid expenses                                                                       8,031             -
Deposits                                                                               7,296             -
                                                                                     -------       -----------

                           Total assets                                        $     223,443                21
                                                                                     =======       ===========

                         Liabilities and Stockholders' Equity

Liabilities:
     Accounts payable:
        Non-related parties                                                           75,252            17,629
        Related parties                                                              281,243             -
                                                                                     -------       -----------

                           Total liabilities                                         356,495            17,629
                                                                                     -------       -----------
Stockholders' equity:
     Preferred Stock, par value $0.01 per share; 50,000,000
         shares authorized; no shares issued and outstanding                           -                 -
     Common Stock, par value $.0001; 100,000,000 shares authorized;
         32,543,019 shares issued and outstanding for 2002 and
         1,000,863 shares issued and outstanding for 2001                              3,250               100
     Additional paid-in capital                                                       14,142         1,754,535
     Deficit accumulated during exploration stage                                   (150,444)       (1,772,243)
                                                                                     -------       -----------

                           Total stockholders' equity (deficit)                     (133,052)          (17,608)
                                                                                     -------       -----------

                           Total liabilities and stockholders' equity          $     223,443                21
                                                                                     =======       ===========
</TABLE>



See accompanying notes to financial statements.

                                      F-1

<PAGE>

<TABLE>
<CAPTION>




                                   PNW CAPITAL, INC.
                            (An Exploration Stage Company)

                         Statements of Operations (Unaudited)

                 Three month period ended March 31, 2002 and 2001 and
             for the period from November 6, 1996 (Date of Inception) to
                                    March 31, 2002





                                                                                                    (As restated)
                                                                                Three month         (As restated)
                                                                                period ended        November 6, 1996
                                                                                   March 31,        (inception) to
                                                                                   ---------
                                                                          2002              2001     March 31, 2002
                                                                          ----              ----     --------------
<S>                                                               <C>                      <C>         <C>

Revenue                                                           $       -                -                 15,537
                                                                     -----------           ------      ------------

Expenses
     Cost of revenues                                                     -                -                 76,201
     Professional fees                                                    31,545           -                965,074
     Royalty fees                                                          8,775           -                  8,775
     Depreciation and amortization                                        -                -                  8,292
     Impairment of long-lived assets                                      -                -                582,176
     Other general and administrative                                      4,313            2,634           129,020
     Property costs                                                       30,550           -                 96,743
                                                                     -----------           ------      ------------

                           Total expenses                                 75,183            2,634         1,866,281
                                                                     -----------           ------      ------------

                           Loss from operations                          (75,183)          (2,634)       (1,850,744)
                                                                     -----------           ------      ------------
Other income (expense):
     Interest income                                                      -                -                  2,724
     Other income                                                         -                   (77)              594
                                                                     -----------           ------      ------------

                           Total other income (expense)                   -                   (77)            3,318
                                                                     -----------           ------      ------------

                           Net loss                               $      (75,183)          (2,711)       (1,847,426)
                                                                     ===========           ======      ============

Net loss per common share                                         $         (.00)            (.00)
                                                                     ===========           ======      ============

Weighted average common shares outstanding                            29,011,307       97,000,000
                                                                      ==========       ==========

</TABLE>


See accompanying notes to financial statements.

                                      F-2

<PAGE>

<TABLE>
<CAPTION>


                                   PNW CAPITAL, INC.
                            (An Exploration Stage Company)

                         Statements of Cash Flows (Unaudited)

                Three month period ended March 31, 2002 and 2001 and
             for the period from November 6, 1996 (Date of Inception) to
                                    March 31, 2002



                                                                              (As restated)
                                                                              Three month              (As restated)
                                                                              period ended             November 6, 1996
                                                                                March 31,              (inception) to
                                                                                ---------
                                                                            2002            2001        March 31, 2002
                                                                            ----            ----        --------------
<S>                                                               <C>                 <C>               <C>
Cash flows from operating activities:
     Net loss                                                     $      (75,183)          (2,711)       (1,847,426)
     Adjustments to reconcile net loss to cash
         provided (used) by operating
         activities:
         Provision for bad debts                                           -                -                49,676
         Stock issued for services                                         -                -               414,606
         Impairment of long-lived assets                                   -                -               306,174
         Changes in:
              Receivables                                                  -                -                (4,169)
              Inventory                                                    -                -                (5,527)
              Prepaid expenses                                            (8,031)           -                (8,570)
              Deposits                                                    (7,296)           -                (7,296)
              Accounts payable and accrued expenses                       93,605           (9,696)          111,234
              Due to related parties                                       -                -               595,000
                                                                     -----------      -----------         ---------

                           Cash flows from operating
                             activities                                    3,095          (12,407)         (396,298)
                                                                     -----------      -----------         ---------

Cash flows from investing activities:
     Purchase of equipment                                                 -                -                (4,160)
     Investment in Multiplex                                               -                -               (75,000)
     Increase in development costs                                         -                -               (71,861)
     Acquisition of goodwill                                               -                -              (149,057)
     Loan to related party                                                 -                -               (50,000)
     Loan repayments                                                       -                -                 4,493
                                                                     -----------      -----------         ---------

                           Cash flows from investing
                             activities                                    -                -              (345,585)
                                                                     -----------      -----------         ---------
                                                                                                                      (Continued)

</TABLE>

See accompanying notes to financial statements.

                                      F-3

<PAGE>

<TABLE>
<CAPTION>


                                    PNW CAPITAL, INC.
                             (An Exploration Stage Company)

                     Statements of Cash Flows (Unaudited), Continued






                                                                              (As restated)
                                                                              Three month              (As restated)
                                                                              period ended             November 6, 1996
                                                                                March 31,              (inception) to
                                                                                ---------
                                                                             2002          2001        March 31, 2002
                                                                             ----          ----        --------------
<S>                                                                  <C>              <C>               <C>
Cash flows from financing activities:
     Net proceeds form sale of common stock                          $     -               12,500           744,859
     Cash acquired in acquisition of Peanut
         Butter & Jelly, Inc.                                              -                -                   140
                                                                       ---------      -----------       -----------
                           Cash flows from financing
                             activities                                    -               12,500           744,999
                                                                       ---------      -----------       -----------
Net increase in cash and equivalents                                       3,095               93             3,116

Cash and equivalents:
     Beginning of period                                                      21              (17)           -
                                                                       ---------      -----------       -----------

     End of period                                                   $     3,116               76             3,116
                                                                       =========      ===========       ===========
Supplemental cash flow disclosures:
     Cash paid for interest                                          $     -                -                   113
                                                                       =========      ===========       ===========

     Cash paid for income taxes                                      $     -                -                 -
                                                                       =========      ===========       ===========

     Shares issued for debt                                          $     -                -               595,000
                                                                       =========      ===========       ===========
     Shares issued for services                                      $     -                -               414,606
                                                                       =========      ===========       ===========
     Shares issued for investment                                    $     -                -                    30
                                                                       =========      ===========       ===========
     Property costs financed by insurance
         of common stock                                             $     -                -                30,000
                                                                       =========      ===========       ===========
     Equipment financed by:
         Accounts payable                                                  -                -               200,000
         Insurance of common stock                                         -                -                 5,000
                                                                       ---------      -----------       -----------

                                                                     $     -                -               205,000
                                                                       =========      ===========       ===========
</TABLE>

See accompanying notes to financial statements.

                                      F-4

<PAGE>

<TABLE>
<CAPTION>

                                        PNW CAPITAL, INC.
                                 (An Exploration Stage Company)

                                Statement of Stockholders' Equity
                                         March 31, 2002



                                                                                       (As restated)
                                                                                          Deficit
                                                                        (As restated)   Accumulated
                                                                         Additional      During the
                                                   Common Stock           Paid-In       Exploration      (As restated)
                                          ---------------------------
                                           # of Shares        Amount      Capital           Stage            Totals
                                           -----------        ------      -------           -----            ------
<S>                                     <C>               <C>             <C>            <C>               <C>
Inception - November 6, 1996                    -             $     -          -              -               -

Balance at December 31, 1998 252,500                               25        505,143       (750,830)       (245,662)
Issuance of stock for cash 30,000                                   3        146,618          -             146,621
Issuance of stock for services                 55,000               6        274,994          -             275,000
Net loss                                        -                   -          -           (259,404)       (259,404)
                                        -------------     ------------    -----------    -----------       ---------

Balance at December 31, 1999                  337,500              34        926,755     (1,010,234)        (83,445)

Issuance of stock for cash                     84,900               8        413,062          -             413,070
Issuance of stock for services                 70,000               7        349,993          -             350,000
Issuance of stock for Multiplex
     stock                                      3,000               1             29          -                  30
Issuance of stock for acquisition             475,463              47          4,699          -               4,746
Net loss                                        -                   -          -           (694,758)       (694,758)
                                        -------------     ------------    -----------    -----------       ---------

Balance at December 31, 2000                  970,863              97      1,694,538     (1,704,992)        (10,357)

Issuance of stock for
     compensation                              30,000               3         59,997          -              60,000
Net loss                                        -                   -          -            (67,251)        (67,251)
                                        -------------     ------------    -----------    -----------       ---------

Balance at December 31, 2001                1,000,863             100      1,754,535     (1,772,243)        (17,608)

Issuance of stock in connection
     with acquisition of Industrial
     Minerals, Inc.                        31,511,750           3,150     (1,740,393)     1,696,982         (40,261)
Minimum 50 shares
          post-split allocation                30,406               -          -              -               -
Net loss                                        -                   -          -            (75,183)        (75,183)
                                        -------------     ------------    -----------    -----------       ---------

Balance at March 31, 2002                  32,543,019        $  3,250         14,142       (150,444)       (133,052)
                                        =============     ============    ===========    ===========       =========
</TABLE>


See accompanying notes to financial statements.

                                      F-5

<PAGE>



                                PNW CAPITAL, INC.

                         (An Exploration Stage Company)

                          Notes to Financial Statements

                                 March 31, 2002

                                   (Unaudited)



(1)  Presentation of Interim Information
----------------------------------------

     In the opinion of the management of PNW Capital, Inc., the accompanying
         unaudited financial statements include all normal adjustments
         considered necessary to present fairly the financial position as of
         March 31, 2002 and the results of operations and cash flows for the
         three months ended March 31, 2002. Interim results are not necessarily
         indicative of results for a full year.

     The financial statements and notes are presented as permitted by Form
         10-QSB, and do not contain certain information included in the
         Company's audited financial statements and notes for the year ended
         December 31, 2001.

(2)  Restatement of Previously Issued Financial Statements
----------------------------------------------------------

     In  response to comments by the United States Securities and Exchange
         Commission, the Company has restated its financial statements, for the
         period from its inception (November 6, 1996) to March 31, 2002. This
         restatement is the result of an accounting reclassification from
         treatment of the company as a development stage company to treatment as
         an exploration stage company. As an exploration stage company, all
         costs incurred are expensed, rather than capitalized. The net loss for
         three month periods ended March 31, 2002 and 2001 and the period
         November 6, 1996 (date of inception) to March 31 2002 has been
         corrected to give effect to the restatement as follows:

<TABLE>
<CAPTION>

                                                                    Three month              November 6,
                                                                    period ended           1996 (inception)
                                                                      March 31,              to March 31,
                                                             2002                2001          2002
                                                             ----               -----          ----
<S>                                                     <C>                   <C>           <C>
         Net loss, as previously stated                 $   (44,633)          (2,711)       (1,816,876)

         To expense development costs                       (30,550)           -               (30,550)
                                                             ------            -----         ---------

         Net loss, as restated                          $   (75,183)          (2,711)       (1,847,426)
                                                             ======            =====         =========
</TABLE>

         There was no effect on net loss per common share issued.


                                      F-6

<PAGE>


                                PNW CAPITAL, INC.

                         (An Exploration Stage Company)

                    Notes to Financial Statements, Continued




(2) Restatement of Previously Issued Financial Statements, Continued
--------------------------------------------------------------------

     Additionally, the Company restated the cost of equipment purchased from a
         related party to reflect the actual cash paid, plus the par value of
         common stock issued. A summary of the adjustment recorded is as
         follows:

<TABLE>
<CAPTION>

                                                     As
                                                 previously                       Restated
                                                   stated       Adjustment         amount
                                                 ----------     ----------        --------
<S>                                         <C>                 <C>                <C>
         Equipment                          $    3,500,000      (3,295,000)        205,000
                                                 =========       =========         =======

         Additional paid-in capital         $    3,309,142      (3,295,000)         14,142
                                                 =========       =========         =======
</TABLE>







                                      F-7


<PAGE>


ITEM 2.

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


Plan of Operation

Subsequent to fiscal year ending December 31, 2001 the company has completed
work on its Bissett Creek Graphite Property as follows:

o    Access roads on the property have been upgraded along with 800 feet of new
     road built to the mill site area.
o    Site preparation for the crushing facility, including a concrete pad, has
     been completed.
o    Stripping of the overburden at pit #4 is complete.  This is the area where
     the mining will begin.
o    All equipment required for the crushing facility has been procured and
     delivered to the site.
o    The primary crusher has been assembled.
o    Screening equipment and a secondary crusher have been put in place.
o    A bulk sample (approximately 200 tons of material) has been crushed through
     the primary crusher.
o    The ground for two buildings has been prepared.
o    As per the mining lease the mine closure plan is being developed.
o    Various metallurgical tests have been performed on the Bissett Creek
     Graphite.


As of the date of this filing the following work is required in order to
complete the plant:

o    Construction of two buildings, one 2500 square feet and one 10,200 square
     feet.
o    Conveyor belts.
o    Completing the mine closure plan.
o    Concrete pads.
o    Construction of bins.
o    Dust collection.
o    Steel structures and collection pans.
o    Electrical installations


As discussed above, the following items along with the estimated cost are
required to complete the plant on the Bissett Creek Graphite Property.

o    Two buildings total 12,700 square feet                   $  65,000.00
o    Conveyor belts                                           $  49,000.00
o    Completion of mine closure plan.                         $  25,000.00
o    Concrete work.                                           $  62,000.00
o    Dust collection equipment and bins.                      $  31,600.00
o    Steel work.                                              $  13,455.00
o    Electrical installations                                 $ 225,000.00
o    Payment to Contractors to complete work.                 $ 142,300.00


The company has been able to obtain debt financing in the amount of: $775,373.
The interest rate on this debt is 7% calculated yearly and is currently accru-
ing. The principal and accrued interest is due and payable on July 31, 2003.


<PAGE>


In addition to this financing the company secured a first mortgage in the amount
of $17,000 on a house and separate building. The payments on this mortgage are
$250.00 monthly at an interest rate of 7% per annum, calculated semi-annually
not in advance. This mortgage matures August 29, 2007.

The company also owes to a related party $180,000.00 as of December 31, 2002.
Subsequent to December 31, 2002 the company has paid $40,000.00 to this related
party.

Subsequent to December 31, 2002 the company secured debt financing in the amount
of $181,200.00 at an interest rate of 7% calculated annually. The principal and
accrued interest is due and payable on July 31, 2003. These funds were advanced
by a non-affiliated shareholder.

In addition to the financing currently in place the company requires additional
financing in the amount of $623,355.00 to complete the construction of the mine
facility. The company has also budgeted for a monthly administration cost of
$30,000.00. The company will also require $200,000.00 to start processing
graphite to build an inventory of approximately 1000 tons of graphite; these
funds are required for the operation of the mine. The company requires
additional financing in the amount of $962,155.00($1,143,355 minus financing
that was obtained subsequent to December 31, 2002 in amount of $181,200.00).
This will enable the company to finish building the plant ($623,355), pay the
account payable to a related party ($140,000) and provide for monthly administra
-tion costs of $30,000.00 each for the months of January through and including
June of 2003 and have $200,000.00 to operate the mine to build an inventory of
approximately 1000 tons of graphite.

It should also be noted that virtually 100% of the companies' debt is due and
payable on July 31, 2003. Management of the company has entered into discussions
to renegotiate the terms of the company's debt. These negotiations are on going
and no agreement has been reached as of this date.

Of course, there is no assurance that the Company will be able to achieve loans
or private placements to carry out operations, nor is there any assurance that
the Company will ever achieve any product sales.

The Company has the following loans due on dates in next year:

Loans Due

$775,373 outstanding balance as of December 31, 2002 plus accrued interest at
the rate of 7% per annum payable in United States dollars due July 31, 2003.

$181,200 advanced to the company subsequent to December 31, 2002 plus accrued
interest at the rate of 7% per annum payable in United States dollars due July
31, 2003.


<PAGE>

The Company has the following capital commitments for leases and equipment:

Capital Commitments

Equipment: NONE

Office premises Jan., Feb., March and April $455.00 (USD) monthly for rent. The
premises will then be occupied on a month-to-month basis at the rental rate of
$455.00 (USD) monthly  The Company expects to continue occupying these premises
for the remainder of its 2003 fiscal year. These payments are due on the first
of every month.

Mortgage Payable

The Company has committed to a payment of $250.000 (USD) monthly throughout 2003
for its house in Bissett Creek. These payments are due on the 29th of each
month.

Investors and potential investors should be aware that even though the company
has been able to raise funds to date in the amount of $973,673.00 there can be
no guarantee that the company will be successful in obtaining satisfactory
financing in the amount of $962,055.00 which the company requires. There are no
financing commitments currently in place for the required funds in the amount of
$962,055.00. The company intends to continue to seek debt financing to complete
this project from non-affiliates, and possibly officers, directors and
shareholders. No commitments of any type have been made by any person or entity
to provide financing. Management has no plan to overcome the uncertainties
surrounding the Company's ability to continue as a going concern for a
reasonable period of time, except to attempt to borrow money or make private
placements of stock. Management will deal with issues as they arise but as
a "start up" company in a graphite mining attempt, the Company can neither
predict nor solve, in anticipation, the uncertainties of mining, capital
raising, marketing or operations. All risks and uncertainties inherent in any
start up company exist in the chosen business of the Company. The Company does
not have any other plan in place to provide capital or financing for its opera-
tions.

Should the company obtain the necessary financing to complete the mine and begin
production investors should be further cautioned that there might not be a
market for the company's graphite. The company is currently seeking customers
for its graphite. Discussions are on going with potential customers for graphite
but there are no contracts concluded at this time. There can be no guarantee
that the company will be successful in obtaining a contract for its graphite.



<PAGE>

As of March 13, 2003, the Company owed a total of $939,947.25.  The interest
associated with this debt is 7% per annum.  To March 13, 2003, interest in the
amount of $11,512 has accrued.  The principal and accrued interest is due and
payable on July 31, 2003.  Three non-affiliated shareholders have advanced these
funds.


RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2002 AND 2001:

The  Company  had no revenues  during the three  months  ended March 31, 2002 or
2001, as it was essentially dormant while seeking additional capital.

The Company had no revenues in the quarter in 2002 or 2001. In the quarter,  the
Company incurred $75,183 in expenses in 2002 compared to ($2,634) in 2001.

The net loss  from  operations  increased  to  ($75,183)  in 2002,  compared  to
($2,634)  in 2001,  primarily  as a  result  of  preparation  and  planning  for
operations to attempt to develop a graphite mine in Canada of operating capital.
During the quarter  ended  March 31,  2002,  the  Company's  operating  expenses
consisted  primarily of  professional  fees incurred to facilitate mine planning
and permitting $31,545 and property costs for mineral prospects of $30,550.  The
loss per share was nominal in the quarter in 2001 and 2002.

The Company expects  continued losses as it remains in the development stage and
while it completes development of its business plans to mine graphite.


LIQUIDITY AND CAPITAL RESOURCES

The Company's had $3116 cash at March 31, 2002,  compared to $21 at December 31,
2001.

The Company is currently seeking additional sources of capital,  but there is no
assurance such efforts will be successful.


Evaluation of Internal and Disclosure Controls
----------------------------------------------

The management of the company has evaluated the effectiveness of the issuer's
disclosure controls and procedures as of a date within 90 days prior to the
filing date of the report (evaluation date) and have concluded that the
disclosure controls and procedures are adequate and effective based upon their
evaluation as of the evaluation date.

There were no significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date of the most
recent evaluation of such, including any corrective actions with regard to
significant deficiencies and material weaknesses.


<PAGE>


                                     PART II

                                OTHER INFORMATION


Item 1.           Legal Proceedings - None.

Item 2.           Changes in securities -

The Company issued  Securities in exchange for the shares owned by  shareholders
of Industrial Minerals Inc. as follows:

Date: February, 2002 (issue authorized by Board of Directors)
Title: common stock
Amount of Securities issued: 31,511,750
Class of persons to whom securities issued:  Shareholdes of Industrial Minerals,
Inc., a Nevada corporation.

The securities which are the subject of the preceding paragraphs were issued in
exchange for 31,511,750 shares of common stock of Industrial Minerals, Inc. a
Nevada corporation which holds  mineral leases upon a surveyed graphite
deposit in Canada.  The 31,511,750 shares constituted 91% of the issued and
outstanding shares of Industrial Minerals, Inc., a Nevada corporation.  No
underwriting discounts or commissions were involved.

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) Reports on Form 8-K filed  during the three  months
                    ended March 31, 2002. (incorporated by reference)

                                8-K - 3/14/02
                                8-K - 3/6/02
                                8-K/A - 3/6/02
                                8-K - 2/27/02
                                8-K - 2/22/02
                                8-K - 2/13/02


<PAGE>

                                   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 of the
undersigned thereunto duly authorized.


Dated: April 8, 2003


                                       INDUSTRIAL MINERALS, INC.



                                       By: /s/ John Melnyk
                                           -------------------------------------
                                           John Melnyk, CFO, Secretary/Treasurer