U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 for the fiscal year ended September 29, 2001

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [ NO FEE REQUIRED ] for the transition period from_____________ to
_____________.


Commission file number 0-18353

                           THE COEUR D'ALENES COMPANY

             Idaho                                                82-0109390
-------------------------------                              -------------------
(State or other jurisdiction of                                (I.R.S. Employer
incorporation or organization)                               Identification No.)

               PO Box 2610
          Spokane, Washington                                         99220-2610
----------------------------------------                              ----------
(Address of principal executive offices)                              (Zip Code)

                                 (509) 924-6363
               ---------------------------------------------------
               (Registrant's telephone number including area code)

Securities registered pursuant to Section 12(b) of the Act:  None
Securities registered pursuant to Section 12(g) of the Act:  None

================================================================================

                                                           Name of each exchange
Title of each class                                        on which registered

Common stock, no par value

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months, and has been subject to such filing requirements for at least the
past 90 days. Yes [X] No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will t be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]
<PAGE>

State issuer's revenues for its most recent fiscal year: $12,944,122

The aggregate market value of the voting stock of the registrant held by
non-affiliates cannot be readily determined because there is no established
public trading market for such stock.

Shares outstanding as of December 2, 2001: 5,335,530

No documents incorporated by reference herein.

Transitional small business disclosure format (check one): Yes [ ] No [X]

Part 1.  DESCRIPTION OF BUSINESS.

(a)      BUSINESS DEVELOPMENT.

         The Coeur d'Alenes Company was first established as J. R. Marks & Co.,
in Murray, Idaho during the gold rush of 1884 as a supply house for miners. By
1886, there were five stores in North Idaho. In 1889, they became part of
Holley, Mason, Marks & Company of Spokane, Washington. In 1892, the five North
Idaho stores were spun off by a group (including an original owner) and
incorporated under the name of The Coeur d'Alene Hardware Co. In 1913, the major
shareholders of Coeur d'Alene Ironworks put the assets of both companies
together, and the resulting Company was incorporated under the name of Coeur
d'Alene Hardware and Foundry Company. In 1959, Coeur d'Alene Hardware and
Foundry Company changed its name to The Coeur d'Alenes Company.

         In February 1993, The Coeur d'Alenes Company merged with and into an
inactive mining company, Conjecture, Inc. ("Conjecture"), with Conjecture being
the surviving corporation but changing its name to The Coeur d'Alenes Company
("Cd'A" or the "Company") immediately following the merger. Conjecture was
incorporated in 1954 under the original name Conjecture Mines, Inc., but changed
its name to Conjecture, Inc. in 1989. Cd'A, together with its wholly-owned
subsidiary Union Iron Works, Inc. of Spokane (dba Cd'A Stock Steel), is engaged
in the business of the distribution, processing and fabrication of steel, other
metals and related products. In early 1993 Conjecture's unpatented mining claims
lapsed and, since the merger, Cd'A has sold Conjecture's remaining patented
mining claims. As a result, Cd'A is no longer involved in the mining business in
any way.

         As part of its strategic plan, Cd'A has implemented various changes
over the years in order to shift its business emphasis and focus away from
higher volume, lower margin business (involving a lesser value added component
in the form of fabrication, processing or other services) and more towards a
lower volume, higher margin business (involving a greater value added component
in the form of fabrication, processing, delivery or other services). As a result

                                        2
<PAGE>

of these changes, a significant amount of Cd'A's revenue has been generated by
the value added and service aspects of this business. With the idling of the
aluminum smelters in the area and the permanent closure of a magnesium producer
that is a wholly owned subsidiary of one of the aluminum smelters, the demand
for fabricated products within Cd'A's niche market has declined significantly.
During the fiscal year ending September 2002, the fabrication process will no
longer be managed as a separate business from the steel service center business.

(b)      BUSINESS OF ISSUER.

         Cd'A primarily operates in and is based out of a facility located at
3900 E. Broadway in Spokane, Washington. The fabrication operations generally
consist of the custom production of finished metal structures or products (or
components thereof) in accordance with a customer's specifications. The
fabrication operations include activities such as cutting, bending, drilling,
riveting, welding, and assembling. The items produced by the fabrication
operations vary depending upon the nature of a customer's order, but in the past
have included such items as baghouses (which trap emissions from factories or
other manufacturing facilities), crucibles, potshells and liners for aluminum,
magnesium or other metal producers, and slurry impellers for industry. Though
significantly reduced in volume, the fabrication processes have become part of
the distribution operations on October 1, 2001. The distribution operations
generally consist of the resale of stock metal materials purchased from mills
with further processing or other services, such as cutting, bending, burning, or
sawing stock metal materials to a customer's specifications (component parts) or
delivery to a customer's location. Metal materials in various types, grades,
shapes and sizes are sold by the distribution operations, including such items
as beams, bars, plates, sheets, angles, tubes, pipes, gratings and wrought
(decorative) iron. The distribution operations are referred to in the industry
and sometimes referred to herein as a steel service center.

         Cd'A is not dependent on a single supplier or even a small number of
suppliers. Over time, it has purchased from domestic mills, foreign mills or a
combination thereof, depending upon mill prices, transportation costs and
foreign currency exchange rates.

         Cd'A's customers are primarily industrial in nature. Although the mix
of Cd'A's customers varies over time, a substantial portion of Cd'A's sales in
the recent past has been to customers engaged in the agriculture, lumber,
construction, mining, metal producing, or other manufacturing industries.

         Since there is turnover among Cd'A's customers (especially in the
fabrication business which is on a job to job basis and often involves
relatively large jobs), over any given period, the business of a few customers
may represent a significant portion of Cd'A's business. In fiscal 2001, one

                                        3
<PAGE>

customer amounted to 15% of total sales. In fiscal 2000, the same customer
contributed business in the amount of 11% of total net sales. Of the 15%
generated in the year just ended, half of that volume was contributed by a
wholly owned subsidiary of the customer's parent company. The wholly owned
subsidiary is now permanently closed. The parent corporation, which contributed
the other half, is an aluminum smelter. Most of its operations have been idled
for an indefinite period of time. The loss of this volume in the fabrication
business will have an adverse effect on the business of Cd'A in the short run.
The turnover among customers, however, means that any such adverse effect on the
business of Cd'A over the longer term will be more attenuated. Nonetheless, it
is still important for Cd'A to retain any other such large customers.

         The primary market area served by Cd'A is the Pacific Northwest.
Although the market area also fluctuates somewhat over time, currently the
biggest market area in terms of sales is the Inland Northwest (Eastern
Washington, Northern Idaho, Northeastern Oregon and Western Montana). The
geographical market area of Cd'A is somewhat constrained by high relative
transportation costs associated with delivery to customers of products it sells.
The transportation cost component, however, is a more significant factor for the
steel service center operations than for the fabrication operations because of
the higher value added component and potential for higher margins in the
fabrication business. Cd'A markets its products throughout the Inland Northwest
through sales representatives who cover this territory.

         In October 1999, Stock Steel opened a small metals convenience store in
Wenatchee WA. The primary business purpose is to sell wrought (ornamental) iron
and to provide will call service to businesses in the area, many of which Stock
Steel is already supplying out of the Spokane facility. The Company plans to
open more of these facilities in the outlying areas as appropriate locations are
identified. Currently the Company is in the process of openning a small metals
convenience store in Dalton Gardens, Idaho, which will also incorporate aluminum
extrusions, plate and sheet into the inventory mix.

         Cd'A's steel service center business faces stiff competition, both from
other steel service centers (mainly those located in or near Cd'A's market area
due to transportation costs) and, for larger orders not requiring additional
processing or other services, from the mills themselves (not necessarily limited
to those located in or near Cd'A's market area since transportation costs from
the mill to Cd'A and from Cd'A to the customer may be approximately the same as
transportation costs from the mill directly to the customer). Cd'A's fabrication
business also faces stiff competition from other fabrication businesses,
primarily those located in the West and Midwest but also to a lesser extent,
those located in other areas of the United States. Again, transportation costs
somewhat constrain the size of the geographical market area for competing
fabrication operations, although as mentioned above this is a less significant

                                        4
<PAGE>

factor than for steel service center operations. Relatively high transportation
costs have not had and are not anticipated to have a significant impact on
Cd'A's operations because, as mentioned above, the competition in the area
generally is faced with the same costs. In addition, to the extent that a
portion of the fabrication business market has been located in Western
Washington where much of the competition is located, the cost of living and
therefore labor rate differentials generally were enough to offset the higher
transportation cost of Cd'A.

         Cd'A's steel service center business has large working capital
requirements. Cd'A is required to carry significant amounts of inventory
(generally three to four months worth) in the steel service center business in
order to provide just-in-time delivery for its customers. Although Cd'A provides
rights to return materials, materials returned to Cd'A after sale for reasons
other than quality of product or service are subject to a restocking charge.
Cd'A experiences a very limited amount of returned goods. Customer payment terms
are primarily net 30 days. Ten-day payment discounts are offered to some
customers. The fabrication business has required a somewhat smaller working
capital for work in process inventory as well as finished goods on consignment
to the end user. The work in process inventory requirements in the future will
depend on the level of business that is attracted, but is expected to be small
in relation to the overall Company's inventory requirements.

         Metal price fluctuations on the supply side have an effect on the
amount of working capital required to support inventories. When the price of
metal goes down, as it did during the year ended September 30, 2000 and again
during fiscal 2001, the resources required to be invested in inventories
declines also. Generally the gross margins available in the market during these
periods of declining prices are lower than normal. When the cost goes back up
again, margins will generally recover, assuming the strength of the market does
not deteriorate.

         Both the steel service center business and the fabrication business are
dependent on local, regional and, to a lesser extent, national economic
conditions. The cyclical nature of these businesses makes it necessary for Cd'A
to constantly watch the economic indicators in order to adjust capacity and
inventory appropriately. Failure to anticipate a downturn or upturn can have a
negative effect on earnings and cash flows because capacity and inventory may be
too high in a downturn, resulting in a higher cost structure and increased cash
flow pressures and too low in an upturn, resulting in lost sales. Cd'A was able
to anticipate the current down turn and adjust in a timely fashion.

         Cd'A has generally not experienced a material seasonal effect on its
business. The company's two major areas of business, steel distribution and
steel fabrication have, in the past, been somewhat counter cyclical. Currently,
the customers for both businesses are experiencing a significant economic slump.
A recovery is not anticipated in the very near term.

                                        5
<PAGE>

         Cd'A has no material patents, trademarks, licenses, franchises,
concessions or royalty agreements. During September 1999, prior to fiscal year
end, Cd'A acquired a license agreement to manufacture and market a road patching
machine, the concept of which is covered by patents. Cd'A then assigned the
license agreement to a newly formed company, Road Renovator, LLC, (the "LLC").
As a result of the assignment, Cd'A received an ownership interest in the LLC.
As of October 31, 2001, the LLC has been dissolved. Cd'A has no contingent
liability with respect to any debt incurred by the LLC.

         Various environmental laws and regulations apply to Cd'A's operations.
Cd'A is not aware of any environmental law or regulation claim by any
governmental authority or regulatory body with which it has not complied. At
this time, it is not expected that federal, state or local environmental laws or
regulations will have a material adverse effect on the capital expenditures,
earnings or competitive position of Cd'A. Cd'A has not made any material capital
expenditures for environmental control facilities during the current or prior
two fiscal years, nor is it currently anticipated that Cd'A will make any
material capital expenditures for environmental control facilities during the
next fiscal year.

         Cd'A is not aware of any existing or probable governmental regulations,
which would have a material adverse effect on Cd'A's business.

         Cd'A currently has 55 total employees.

ITEM 2.  DESCRIPTION OF PROPERTY.

         Cd'A primarily conducts its operations out of a facility located at
3900 E Broadway in Spokane WA. The facility consists of two buildings, each
approximately 42,150 square feet for a total of approximately 84,300 sq ft, with
a common wall. The facility was specially designed to function efficiently as a
steel service center and has a rail spur that runs through the end of both
building. Attached to the warehouse buildings are a 2,625 square foot retail
building and office space of approximately 6,000 square feet. The facilities
have a first lien in favor of a bank securing a promissory note in the amount of
approximately $1,738,000 as of September 29, 2001.

         On September 10, 1999 the Company entered into a lease for a small
warehouse in Wenatchee, WA. The term of the lease was two years, beginning
October 1, 1999. The monthly rent was $1,600 per month for the first year and

                                        6
<PAGE>

$1,648 per month for the second year. The lease could have been terminated at
the end of the first year upon notice properly given and with a termination
penalty of $2,000. The Company also had an option to renew the lease for an
additional five years with a 3% escalation clause with respect to lease
payments. As the market for real estate in Wenatchee changed significantly
during the first two years of occupancy, the Company renegotiated a one year
extension to the lease at a monthly rate of $1,350. The lease also provides for
a first right of refusal on some additional warehouse space adjoining the space
currently leased. On December 3, 2001, the Company entered into a one year lease
with a one year option for a small warehouse type facility consisting of
approximately 3600 sq. ft. in Dalton Gardens, Idaho. The monthly rent is $1,600
each month. This lease also provides for a first right of refusal on similar
space in a unit adjoining the unit to be occupied by the Company. The Company
believes its facilities are suitable and adequate to meet its current needs.

ITEM 3.  LEGAL PROCEEDINGS.

         Cd'A is not a party to any material pending legal proceedings, nor is
any of its property subject to any material pending legal proceedings.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         No matters were submitted to a vote of security holders during the
fourth quarter of the last fiscal year through solicitation of proxies or
otherwise.

                                        7
<PAGE>

                                     PART II

ITEM 5.  MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS.

(a)      MARKET FOR COMMON STOCK. Although the common stock of Cd'A, having no
par value, is traded on the over-the-counter market based in Spokane,
Washington, there is currently no established public trading market for Cd'A
Common Stock. Since July 1, 1993, Cd'A Common Stock has been traded on this
over-the-counter market (CDA Co.), with the primary basis consisting of limited
quotations by Sandberg Securities, Empire Securities, and Pennaluna, Inc.,
securities broker-dealers based in Spokane, Washington and Coeur d'Alene, Idaho
and on the Bulletin Board (CDAL.ob). The range of high bid and low bid
quotations for Cd'A Common Stock, by quarters, for the period beginning October
1, 1999 through September 29, 2001are set forth in dollars per share below:

                                  2001               2000
                               High - Low         High - Low
July 1 - September 30          $.12 - $.05        $.12 - $.12
April 1 - June 30              $.10 - $.10        $.25 - $.12
January 1 - March 31           $.12 - $.10        $.31 - $.12
October 1 - December 31        $.12 - $.12        $.12 - $.12

         The source of the above quotations is the Spokane over-the-counter
listing, and the above quotations reflect inter-dealer prices, without retail
mark-up, markdown or commission and may not necessarily represent actual
transactions. In addition, the lack of an established public trading market for
Cd'A Common Stock should be kept in mind in reviewing the above quotations. The
prices shown are reflective of limited transactions.

(b)      HOLDERS. As of December 2, 2001, there were approximately 721 holders
of record of Cd'A Common Stock.

(c)      DIVIDENDS. In the last two fiscal years, Cd'A has not declared or paid
any dividend on Cd'A Common Stock. Cd'A is restricted under the terms of its
bank loan agreement from paying dividends in an amount greater than 10% of net
income without the prior approval of the bank lender.

                                        8
<PAGE>

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

         THE FOLLOWING DISCUSSION OF THE FINANCIAL CONDITIONS AND RESULTS OF
OPERATIONS OF THE COMPANY SHOULD BE READ IN CONJUNCTION WITH THE COMPANY'S
FINANCIAL STATEMENTS AND NOTES THERETO INCLUDED ELSEWHERE IN THIS REPORT.

         This report contains forward-looking statements regarding, among other
items, anticipated trends in the Company's business. These forward-looking
statements are based largely on the Company's expectations and are subject to a
number of risks and uncertainties, certain of which are beyond the Company's
control. Actual results could differ materially from these forward-looking
statements as a result of the factors described elsewhere herein, including,
among others, regulatory or economic influences. In light of these risks and
uncertainties, there can be no assurance that the forward-looking information
contained in this Report will in fact transpire or prove to be accurate.

FINANCIAL CONDITION

         The Company anticipates that it will continue operating the steel
distribution business much as it has for the past two years during the
twelve-month period beginning October 1, 2001and ending September 28, 2002. The
fabrication business will be rolled into the steel distribution business and
they will be accounted for as a single operation.

         In October 1999, the Company signed a two-year lease on a small
warehouse facility in Wenatchee, WA. The lease has been extended for an
additional one year period. The Company intends to conduct a business similar to
the steel distribution business in Spokane out of the Wenatchee location on a
much smaller scale. The inventory will be supported out of the Spokane facility
and it should not be necessary to increase the Company wide inventory by a
significant amount. In January, 2002, the Company intends to open a similar
facility in Dalton Gardens, Idaho. Inventories at the Idaho facility will
include specialty metals such as aluminum. The increase in the Company wide
inventory is expected to be between $50,000 and $100,000 due to the inclusion of
specialty metals. Specialty metals will also be stocked at the main location in
Spokane as well as in Wenatchee.

         Sales and gross margins as a percent of sales are both likely to be
somewhat lower during the fiscal year ended September 2002 than the year just
ended. Metal prices at the mills are at their lowest level since the 1970's. The
Company believes its inventories are stated at the lower of net realizable value
or market and did not record any inventory write downs in 2000 or 1999. The
current price of electricity, resulting In the idling of the aluminum smelters,
is having an adverse effect on the demand for our products. The Company will
continue its fabrication processes on a very limited scale. The aluminum

                                        9
<PAGE>

companies directly accounted for approximately 25% of the Company's total
business during the year just ended. Indirectly, an additional 10% to 20% came
from other customers supporting the aluminum industry.

         During October 1993, the Company sold convertible debentures in a
private placement. The convertible debenture offering was for $250,000. The
debentures were due in October, 1998, but the initial term was extended for one
additional year to October 31, 1999. The interest rate during the extended term
was 8-3/4%. The conversion price during the period of the extension was $.28 per
share. The debentures that were not converted during prior years were all
redeemed on October 31, 1999. There were no debentures outstanding during the
fiscal year just ended.

LIQUIDITY AND CAPITAL RESOURCES.

         The Company has a loan secured by a first lien on the real estate out
of which the business is operated. The loan is due in January 2007 and has a
twenty-year amortization period with a balloon payment of the balance remaining
at the end of ten years. The interest rate was fixed in February 1998 at 8-1/2%.

         During the current fiscal year the Company has no plans to acquire any
major capital assets. A major piece of equipment acquired during the previous
fiscal year, primarily intended to support the business from the aluminum
industry, has been written down to market value and is currently held for sale.
The Company does not expect to be able to sell the equipment quickly, as there
are few buyers and the market conditions are poor.

         In fiscal 2001, the Company financed the business primarily with cash
flows from operating activities. During the year ended September 29, 2001 cash
increased by approximately $53,000. The Company's cash flows provided by
operating activities were approximately $925,000 in fiscal 2001 and
approximately $368,000 in fiscal 2000. Cash flows provided by operating
activities in fiscal 2001 were primarily impacted by a net loss of $132,000,
adjusted by depreciation of $285,000, a decrease in inventories of $941,000, and
offset by an increase in accounts receivable of $174,000 and a decrease in
accounts payable of $174,000. Cash flows provided by operating activities in
fiscal 2000 were primarily impacted by net income of $155,000, adjusted by
depreciation of $247,000 and an increase in accounts payable of $325,000, and
offset by an increase in accounts receivable and inventories of $200,000 and
$216,000 respectively. Cash flows of $799,000 used by financing activities
during fiscal 2001 were the result of $36,000 new long-term borrowings, net
repayments of $619,000 on the operating line of credit and payments of principal
on long-term debt of 216,000. Cash flows used by investing activities of $73,000
represents additions to equipment. Likewise, cash flows used by investing
activities in fiscal 2000 of $624,000 were attributable primarily to additions

                                       10
<PAGE>

to property and equipment. Cash flows provided by financing activities during
fiscal 2000 of $339,000 were the net result of additional long term borrowings
of $382,000, net borrowings under the operating line of credit of $251,000 and
repayments of principal on long term debt of $293,000.

         Working capital at September 29, 2001of approximately $1,992,000 is
very comparable to $2,065,000 as of September 30, 2000. Cd'A continues to be
very dependent on external sources of funding in the forms of operating lines of
credit and long-term property and equipment loans. As of the end of the fiscal
year ended in September 2001, Cd'A has an operating line of credit in the amount
of $1,500,000 available through February 16, 2002. The interest rate is the
bank's prime rate. In the event that it was not possible to renew the operating
line, it would be necessary for Cd'A to raise capital through stock issuances,
bond sales or other available means. Management, however, does not anticipate a
significant problem in renewing the operating line next February on
substantially the same terms and conditions as the current line.

NEW ACCOUNTING PRONOUNCEMENTS

         In June, 2000 the Financial Accounting Standards Board ("FASB") issued
SFAS No. 138 "Accounting for Certain Derivative Instruments and Certain Hedging
Activities - an Amendment of SFAS 133", which liberalized the application of the
hedging rules of SFAS No. 133 in a number of areas, and revised standards for
derivatives instruments and hedging activities, specifically applicable to
foreign currency receivables and payables, including intercompany transactions
as they apply to changing foreign currency exchange rates. SFAS No. 138 was
effective for all fiscal years beginning subsequent to June 15, 2000 and the
Company adopted its provisions October 1, 2000. Its adoption had no material
effect on the Company's statements or activities.

         In September 2000 the FASB issued SFAS No. 140 "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities"
which replaces SFAS No. 125 and revises the standards for accounting for
securitizations and other transfers of financial assets and collateral and
requires certain disclosures. This statement continues to use a
"financial-components approach" that focuses on control to determine if assets
are sold or liabilities extinguished. The statement is generally applied
prospectively. The statement is effective for transactions occurring after March
31, 2001. Adoption of this standard had no material effect on the Company.

         In June 2001 the FASB issued SFAS No. 141 "Business Combinations" which
supercedes APB Opinion No. 16 "Business Combinations" and FASB Statement No. 38
"Accounting for Preacquisition Contingencies of Purchased Enterprises". The
provisions of this statement require that all business combinations be accounted
for using "purchase accounting" and it disallows the use of "pooling of

                                       11
<PAGE>

interests" as previously allowed under APB Opinion No. 16 and FASB Statement No.
38. This statement is effective for all business combinations subsequent to June
30, 2001. The adoption of this statement is not expected to have a material
effect on the Company's financial statements.

         Also in June 2001 the FASB issued SFAS No. 142 "Goodwill and Other
Intangible Assets", which supercedes APB Opinion No. 17 "Intangible Assets". The
provisions of this statement changes the unit of account for goodwill and takes
a very different approach to how goodwill and other intangible assets are
accounted for subsequent to their initial recognition. Because goodwill and some
intangible assets will no longer be amortized, the reported amounts of goodwill
and intangible assets, as well as total assets will not decrease at the same
time and in the same manner as under previous standards. This statement is
effective for all fiscal years beginning subsequent to December 15, 2001. The
adoption of this statement is not expected to have a material effect on the
Company's financial statements.

         In June 2001 the FASB issued SFAS No. 143 "Accounting for the
Impairment of Disposal of Long-Lived Assets". This statement addresses financial
reporting for obligations associated with the retirement of tangible long-lived
assets and the associated asset retirement costs. This Statement requires that
the fair value of a liability for an asset retirement obligation be recognized
in the period in which it is incurred if a reasonable estimate of fair value can
be made. The requirements of this statement must be implemented for fiscal years
beginning after June 15, 2002, however, early adoption is encouraged. The
adoption of this statement is not expected to have a material effect on the
Company's financial statements.

         The FASB also issued 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. It supersedes
SFAS 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-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. It also amends ARB No. 51, "Consolidated Financial
Statements", to eliminate the exception to consolidation for a subsidiary for
which control is likely to be temporary. The provisions of this Statement are
effective for financial statements issued for fiscal years beginning after
December 15, 2001, and interim periods within those fiscal years, with early
application encouraged. The provisions of this Statement generally are to be
applied prospectively. The adoption of this statement is not expected to have a
material effect on the Company's financial statements.

                                       12
<PAGE>

RESULTS OF OPERATIONS

         The following table sets forth for the periods indicated the percentage
of revenues represented by certain items reflected in the Company's statements
of income:

                                                         Year Ended
                                               September 29,    September 30,
                                                   2001             2000

Net Sales                                         100.00%          100.00%
Cost of Sales                                      75.16%           71.23%
Gross Profit                                       24.84%           28.77%
Selling, General &
   Administrative Expense                          24.11%           25.49%

Operating Income                                     .73%            3.28%

Interest Income                                      .16%             .25%

Interest Expense                                   (1.89%)          (1.99%)

Other Income                                         .04%             .26%

Income Before Income Taxes                          (.96%)           1.81%
Income Tax Expense                                   .06%             .59%
Net Income                                         (1.02%)           1.22%


Fiscal 2001 Compared to Fiscal 2000.

         Net sales increased 2% to $12,944,000 in fiscal 2001 from $12,700,000
in fiscal 2000. Fabrication sales increased 12% to $2,343,000 from $2,090,000
the prior year. The increase is primarily the result of completing the contract
work for a large customer that will close its doors during the current fiscal
year. Sales for the distribution business declined slightly to $10,601,000 from
$10,610,000 during the prior fiscal year. The decrease was due primarily to the
downward pressure on price resulting from the decrease in replacement costs in
most market segments. The lower sales volume for the distribution business is
expected to continue or perhaps decline further during the current fiscal year.
Fabrication sales will likely be a small factor in the current year's business.
The distribution business accounted for 82% of the consolidated sales during the
fiscal year ended in September 2001and 84% during the prior fiscal year. The
fabrication business contributed the remaining 18% in fiscal 2001 and 16% in
fiscal 2000.

                                       13
<PAGE>

         Cost of sales as a percentage of sales for fiscal 2001 at 75% compares
to 71% during the preceding fiscal year. The erosion was due to the lower sales
price per ton available under the current market conditions. The cost of sales
for the fabrication business remained at 70%, the same as the prior year, while
the distribution business increased to 77% from 72% the prior year.

         Selling, general and administrative expenses decreased 4% to $3,121,000
during fiscal 2001 from $3,237,000 for the prior year. The decrease was
primarily the result of a smaller labor force and the implementation of other
cost cutting programs in reaction to the shrinking market.

         Interest expense at $245,000 during the fiscal year ended September 29,
2001 was comparable to interest expense of $253,000 for the prior year.

         Other income decreased to $5,000 for fiscal 2001 from $34,000 during
fiscal 2000. The decrease was due to the write down to estimated market value of
a major piece of equipment used in the fabrication business. The equipment was
purchased primarily to provide service to a major customer that will no longer
be in business.

         Income tax expense of $8,000 for fiscal 2001 compares to $75,000 for
fiscal 2000. The difference in the effective tax rates between the two years is
the result of an decrease of approximately $21,000 in the deferred tax asset and
an increase in the deferred tax liability of approximately $36,000.

         At September 29, 2001, the Company had a deferred long term tax
liability of $220,000 resulting primarily from the use of accelerated methods of
depreciation of fixed assets offset slightly by a long term tax asset due to a
net operating loss carryover. A valuation allowance has been established to the
extent the Company believes it is more likely than not that the net operating
loss tax asset will not be realized. The Company also has a short term deferred
tax asset of $44,000 resulting from vacation accruals and allowance for bad
debts. The deferred tax liability and asset for the prior fiscal year were
$184,000 and $65,000 respectively.

         The various factors discussed above resulted in a net loss for the
fiscal year ended September 29, 2001 of $132,000 compared to a net income of
$155,000 for the year ended September 30, 2000.

ISSUES, OUTLOOKS AND UNCERTAINTIES

         Cd'A continues to make changes to the structure of its business as
changing market conditions dictate. Most recently, the fabrication business was

                                       14
<PAGE>

combined with the steel service center business in an effort to create greater
efficiencies. A branch operation was recently opened in Wenatchee, WA and plans
are in place to open another operation in Dalton Gardens, Idaho during the
current fiscal year. The Company also plans to expand its product line to
include aluminum extrusions, plate and sheet, and possibly stainless steel. The
Company is always actively searching for opportunities to expand.

         Management believes that the distribution business will likely
experience lower sales volume in the immediate future as market conditions are
not favorable. Prices at the mill are still depressed and the higher electricity
rates are likely to continue during the current fiscal year.

         The fabrication business continues to work to expand participation in
its niche market, however the near term outlook for the fabrication business is
poor. It is difficult to predict trends beyond the end of the year, as most of
the major fabrication customers are dependent on favorable aluminum and
electricity prices. Politics, the continuing effects of deregulation and the
winter snowfall among other things all factor into the future health of the
customers dependent on affordable electricity.

ITEM 7.  CONSOLIDATED FINANCIAL STATEMENTS.

         See the Consolidated Financial Statements beginning on page F-1.

INDEX TO FINANCIAL STATEMENTS

         Report of Independent Certified Public Accountants F-2
         Consolidated Balance Sheets F-3 to F-4
         Consolidated Statements of Income F-5
         Consolidated Statements of Stockholders' Equity F-6
         Consolidated Statements of Cash Flows F-7
         Summary of Significant Accounting Policies F-8 to F-11
         Notes to Consolidated Financial Statements F-12 to F-18

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

None.

(The balance of this page has been intentionally left blank)

                                       15
<PAGE>

PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

(a)      DIRECTORS AND EXECUTIVE OFFICERS. THE FOLLOWING TABLE SETS FORTH THE
DIRECTORS AND EXECUTIVE OFFICERS OF CD'A.

Name                       Age      Position            Period Service
                                                        Commenced

Jimmie T.G. Coulson        68       Director,           Jan. 1976
5920 S Phalon Lane                  President,          Jan. 1982
Spokane, WA  99223                  CEO                 Jan. 1982

Marilyn A. Schroeder       50       Director,           Dec. 1991
N. 15406 Lloyd Lane                 Treasurer,          Jan. 1982
Mead, WA  99021                     Chief Fin Off.      Jan. 1982
                                    Vice-President      Feb. 1998

Wendell J. Satre           83       Director            Mar. 1989
2822 E Snowberry Lane
Spokane, WA  99223

Robert Shanewise, M.D.     80       Director            Mar. 1989
921 W. Comstock Ct.
Spokane, WA  99203

Lawrence A. Stanley        73       Director            Feb. 1997
311 W. 32nd Ave.
Spokane WA  99203

Lawrence A. Coulson        43       Vice-President      Jan. 1990
5611 S. Corkery Road
Spokane WA  99223

Joel E. Simpson            44       Vice-President      Aug.1995
1306 E. Sara Lane
Spokane WA  99223

         Mr. Coulson has been a director of Cd'A since January 1976 and
president and chief executive officer of Cd'A since January 1982. He is also a
director and president of Union Iron Works, Inc., of Spokane (dba Cd'A Stock
Steel), which is a wholly owned subsidiary of Cd'A. Mr. Coulson also is a

                                       16
<PAGE>

director of Inland Northwest Bank, a publicly held bank based in Spokane,
Washington. He served on the Steel Service Center Institute's governmental
affairs committee as a past chairman.

         Ms. Schroeder has been treasurer and chief financial officer of Cd'A
since January 1982, a director of Cd'A since December 1991 and Vice-President
since February 1998. She also serves as a member of the board of directors of
Associated Industries of the Inland Northwest.

         Mr. Satre has been a director of Cd'A since March 1989. He is a retired
chairman and CEO of Washington Water Power (currently operating as Avista Corp).
He also is a director and chairman of Output Technology Corporation, a
manufacturer of high speed printers and a director of Key Tronic Corporation
where he served as acting president from August 1991 to March 1992.

         Dr. Shanewise has been a director of Cd'A since March 1989. Dr.
Shanewise has been an orthopedic surgeon for Orthopedic Associates, Inc., from
1955 to present. He also was a director of Conjecture from 1979 to February 1993
and president of Conjecture from 1987 to the merger date of February 2, 1993
with The Coeur d'Alenes Company. Dr. Shanewise is owner of Moran Vista Assisted
Living Facility.

         Lawrence A. Stanley is currently CEO of Empire Bolt and Screw, Inc.;
Former Chairman of the Board of Avista Corporation, and a Director of Output
Technology Corporation, a manufacturer of high speed printers for industry. He
is past Chairman of the Association of Washington Businesses and the Spokane
Area Chamber of Commerce.

         Lawrence Coulson has been the General Manager at Stock Steel since
September 1986 and a Vice-President since January 1990. Lawrence is a certified
credit executive (C.C.E.) and a Director of the National Association of Credit
Management Inland Northwest. Lawrence is also a past President of the Spokane
Chapter of the Steel Service Center Institute. Lawrence has a Masters Degree in
Business Administration from Gonzaga University. Lawrence is the son of Jimmie
Coulson.

         Joel E. Simpson has been employed at The Coeur d'Alenes Company since
1979. Joel became Merchandise Manager in 1985, Steel Service Center Manager in
1988, General Manager of the Industrial Fabrication Division in 1993 and
Vice-President of Cd'A in 1995. He served as President of the Steel Service
Center Institute, Spokane chapter from 1989 to 1992 and is currently on the
Spokane Economic Development Council's Workforce Development Committee. Joel has
an MBA degree from City University.

                                       17
<PAGE>

         Each of the directors of Cd'A serve until his or her successor is duly
elected at the next annual shareholder meeting of Cd'A or until his or her
earlier resignation, removal or death.

(b)      COMPLIANCE WITH SECTION 16(A) OF EXCHANGE ACT.

         Based solely upon a review of Forms 3, 4 and 5 and amendments thereto
furnished to the Company with respect to the last fiscal year, Cd'A is not aware
of any failure to file any of such Forms during the last fiscal year or prior
years by any person who, at any time during the last fiscal year, was a
director, officer, or a beneficial owner of more than 10% of the shares of Cd'A
Common Stock.

                                       18
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION.

Name & Principal                           Other Annual
Position             Yr       Salary*      Compensation      Bonus       Total
--------------------------------------------------------------------------------
Jimmie Coulson       01      $122,950*           0             0        $120,735
President, CEO       00      $120,735*           0             0        $120,735
                     99      $112,262*           0             0        $112,262


* Based upon salaries paid or accrued during fiscal years ended September 29,
2001, September 30,2000 and September 25, 1999. There are no employees other
than the CEO who receive compensation in excess of $100,000 annually.

Includes contribution to employee profit-sharing and 401(k) plan ("the plan") of
$3,398 in 2001, $3,364 in 2000 and $1,785 in 1999. The plan is qualified under
Section 401 and 501 of the Internal Revenue Code of 1986. All employees are
eligible to participate after one year of service if they are 21 years of age or
older and meet the minimum hours worked requirement. The plan is funded by
discretionary contributions determined by the Cd'A Board of Directors and as of
July 1, 1998, by a 50% match to employee contributed funds to a maximum of 6% of
salary. The profit-sharing contributions are allocated to participants based on
the participant's salary as a percentage of total salaries of all participants.
Vesting occurs on an incremental basis between the third and seventh year of
service. No distributions were made to any executive officer during the last
three fiscal years except as required to refund any excess deferrals. During the
last three years the Company made no profit sharing contributions.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

(a)      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS.

         The following table sets forth the beneficial ownership of Cd'A Common
Stock as of December 2, 2001 by each person known by Cd'A to be a beneficial
owner of 5% or more of Cd'A Common Stock. As of such date, a total of 5,335,530
shares of Cd'A Common Stock were outstanding. This disclosure is made pursuant
to certain rules and regulations promulgated by the Securities and Exchange
Commission and in certain instances the number of shares shown as being
beneficially owned may not be deemed to be beneficially owned for other
purposes.

                                       19
<PAGE>

                                               Amount and
                                               Nature of
Title of          Name and Address             Beneficial      Percent of
Class             Of Beneficial Owner          Ownership       Class

Common Stock      Jimmie & Arlene Coulson
                  5920 S Phalon Lane
                  Spokane WA  99223            2,697,141          50.56

Common Stock      Lawrence A. Coulson*
                  South 5711 Corkery Road
                  Spokane WA  99223              393,427           7.37


* Lawrence Coulson is the son of Jimmie Coulson

(b)      SECURITY OWNERSHIP OF MANAGEMENT.

         The following table sets forth the beneficial ownership of Cd'A Common
Stock as of December 2, 2001 by each director and executive officer of Cd'A,
named individually, and all directors and executive officers of Cd'A as a group,
without naming them. This disclosure is made pursuant to certain rules and
regulations promulgated by the Securities and Exchange Commission and in certain
instances the number of shares shown as being beneficially owned may not be
deemed to be beneficially owned for other purposes.

                                               Amount and
                                               Nature of
Title of          Name and Address             Beneficial      Percent of
Class             Of Beneficial Owner          Ownership       Class

Common Stock      Jimmie & Arlene Coulson
                  5920 S Phalon Lane
                  Spokane WA  99223            2,697,141**        50.56

Common Stock      Lawrence A. Coulson
                  5711 S. Corkery Road
                  Spokane WA  99223              393,427**         7.37

Common Stock      Marilyn A. Schroeder
                  N. 15406 Lloyd Lane
                  Mead WA  99021                 249,791           4.68

Common Stock      Wendell J. Satre
                  2822 E Snowberry Lane
                  Spokane WA  99223                  389              0*

                                       20
<PAGE>

Common Stock      Joel E. Simpson
                  E. 1306 Sara Lane
                  Spokane WA 99223                27,244              0*

Common Stock      Robert Shanewise, M.D.
                  921 W. Comstock Court
                  Spokane WA  99203               96,809           1.81

Common Stock      Lawrence A. Stanley
                  311 West 32nd
                  Spokane WA  99203                  389              0*

Common Stock      All directors & executive
                  officers as a group
                                               ---------          -----

                  (7 persons) *                3,465,190          64.95


*  Indicates less than 1% of outstanding shares of class.

** Includes 1/3 ownership (11,904 shares) of CINV , a family partnership with
35,714 shares

(c)      CHANGES IN CONTROL. Cd'A is not aware of any arrangements which may
result in a change of control of Cd'A.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         The purchasers of the $250,000 aggregate principal amount of the
Convertible Debentures sold and issued by Cd'A on October 29, 1993 and December
31, 1993, included the following persons and entities. Jimmie T.G. Coulson
(President, Chief Executive Officer and director) purchased $87,000 original
aggregate principal amount of the Convertible Debentures. A retirement account
for the benefit of Robert P. Shanewise, M.D. (director of Cd'A) purchased
$50,000 original aggregate principal amount of Convertible Debentures. Lawrence
A. Coulson (son of Jimmie T.G. Coulson) purchased $35,000. CINV (a partnership
whose partners are Jimmie T.G. Coulson, Lawrence A. Coulson and David A.
Coulson, sons of Jimmie T.G. Coulson, each of whom has a one-third partnership
interest) purchased $15,000. Ben Harney and Dorothy Harney (parents of Marilyn
A. Schroeder, Treasurer and a director of Cd'A) purchased $13,000; Harry Yost
and Ruth Yost (parents of Arlene Coulson) purchased $50,000. On October 31,
1995, the $87,000 purchased by Jimmie T. G. Coulson and the $35,000 purchased by

                                       21
<PAGE>

Lawrence Coulson was converted to common stock at a conversion price of $0.125
per share. All remaining debentures were repaid on October 31, 1999.

Cd'A has no parent Company.

(The balance of this page has been intentionally left blank).


                                       22
<PAGE>

PART IV

ITEM 13. EXHIBITS, SCHEDULES, AND REPORTS ON FORM 8-K.

(a)      EXHIBITS

Exhibit Index

Page          Exhibit          Description of Exhibit
No.           No.

 43           3.1 **           Articles of Incorporation of Cd'A

 77           3.2 **           Bylaws of Cd'A - Amendments to By-Laws dated
                                    05/02/94

 97           10.1**           Seafirst Bank - Commercial Security Agreements
                                    (Cd'A & Union Iron Works) dated 03/27/95
                               Seafirst Bank - Business Loan Agreement dated
                                    03/24/97 (Cd'A)
                  **           Seafirst Bank - Promissory Note dated 03/27/95
                                    (Cd'A and Union Iron Works)
                               Seafirst Bank - Loan Modification Agreement dated
                                    09/18/95 (Cd'A and Union Iron Works)
                  **           Seafirst Bank - Promissory Notes dated 3/24/97
                                    (Cd'A Union Iron Works)
                  **           Seafirst Bank - Deed of Trust, Security and
                                    Fixture Filing With Assignment of Leases and
                                    Rents dated 12/20/95 Cd'A)
                  **           Seafirst Bank - Certificate and Indemnity
                                    Agreement Regarding Building Laws and
                                    Hazardous Substances dated 12/20/95 (Cd'A)
                  **           Seafirst Bank - Agreement of Subordination dated
                                    12/20/95 (Cd'A and Union Iron Works)
                  **           Seafirst Bank - Loan Modification and Additional
                                    AdvanceAgreement dated 11/21/96 (Cd'A)
                  **           Seafirst Bank - First Amended and Restated
                                    Promissory Note dated 11/12/96 (Cd'A)
                  **           Seafirst Bank - Subordination Agreement dated
                                    2/5/96 (Cd'A)

                                       23
<PAGE>

                  **           Inland Northwest Bank - Business Loan Agreement
                                    dated 2/21/01
                  **           Inland Northwest Bank - Change in Terms Agreement
                                    dated 2/21/01
                  **           Inland Northwest Bank - Change in Terms Agreement
                                    dated 2/21/01
                  **           Inland Northwest Bank - Promissory Note dated
                                    6/16/00
                  **           Inland Northwest Bank - Commercial Security
                                    Agreement dated 3/27/00
                  **           Inland Northwest Bank - Promissory Note dated
                                    6/16/00

235           10.6**           Adoption Agreement #003  401K Employee Profit
                                    Sharing Plan dated  04/30/93
              13.1**           Annual report to security holders
              18.1*            Description of change in accounting principles

267           21  **           List of Subsidiaries

*  See Note 4 to Consolidated Financial Statements

** Previously filed with the Securities and Exchange Commission on Form 10- KSB
for year ended September 1994 through September 2000.

(b)      REPORTS ON FORM 8-K.     None.

                                       24
<PAGE>

                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereto duly authorized


                                       THE COEUR D'ALENES COMPANY
                                              (Registrant)

Dated: April 2, 2002                By /s/ JIMMIE COULSON
                                       -----------------------------------------
                                       Jimmie Coulson
                                       President, Chief Executive Officer
                                       Director, (Principal Executive Officer)

Dated: April 2, 2002                By /s/ MARILYN A. SCHROEDER
                                       -----------------------------------------
                                       Marilyn A. Schroeder, Treasurer and
                                       Director, Chief Financial Officer
                                       (Authorized Officer and Principal
                                       Accounting and Financial Officer)

Dated: April 2, 2002                By /s/ WENDELL J. SATRE
                                       -----------------------------------------
                                       Wendell J. Satre
                                       Director

Dated: April 2, 2002                By /s/ ROBERT P. SHANEWISE, M.D.
                                       -----------------------------------------
                                       Robert P. Shanewise, M.D.
                                       Director

Dated: April 2, 2002                By /s/ LAWRENCE A. STANLEY
                                       -----------------------------------------
                                       Lawrence A. Stanley
                                       Director


                                       25
<PAGE>
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                    The Coeur d'Alenes Company and Subsidiary

Report of Independent Certified Public Accountants................. F-2
Consolidated Balance Sheets........................................ F-3 to F-4
Consolidated Statements of Operations.............................. F-5
Consolidated Statements of Changes in Stockholders' Equity......... F-6
Consolidated Statements of Cash Flows.............................. F-7
Summary of Accounting Policies..................................... F-8 to F-11
Notes to Consolidated Financial Statements......................... F-12 to F-18


                                       F-1
<PAGE>
                                BDO Seidman, LLP
                          Accountants and Consultants

                                                     601 W. Riverside, Suite 900
                                                     Spokane, WA  99201
|BDO                                                 Telephone: (509) 747-8095
|_ _                                                 Fax: (509) 747-0415


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors and Stockholders
The Coeur d'Alenes Company and Subsidiary

We have audited the accompanying consolidated balance sheets of The Coeur
d'Alenes Company and Subsidiary as of September 29, 2001 and September 30, 2000,
and the related consolidated statements of operations, changes in stockholders'
equity and cash flows for the years then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of The
Coeur d'Alenes Company and Subsidiary at September 29, 2001 and September 30,
2000, and the results of their operations and their cash flows for the years
then ended in conformity with accounting principles generally accepted in the
United States of America.



/s/ BDO Seidman, LLP

November 9, 2001


                                       F-2
<PAGE>

<TABLE>
<CAPTION>
                    THE COEUR D'ALENES COMPANY AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEETS


                                     ASSETS

                                                                September 29,   September 30,
                                                                    2001            2000
                                                                 ----------      ----------

<S>                                                              <C>             <C>
Current assets:
   Cash and cash equivalents .................................   $  168,928      $  115,532
   Accounts and notes receivable, less allowance of $71,576
     and $63,786 for doubtful accounts (Notes 2 and 11) ......    1,262,384       1,226,837
   Income taxes receivable ...................................       60,629              --
   Inventories (Notes 1 and 2) ...............................    1,739,273       2,680,550
   Deferred tax asset (Note 6) ...............................       44,000          65,000
                                                                 ----------      ----------

Total current assets .........................................    3,275,214       4,087,919
                                                                 ----------      ----------

Property and equipment (Notes 3 and 4):
   Land ......................................................      306,320         306,320
   Building and leasehold improvements .......................    2,003,818       2,001,161
   Machinery and equipment ...................................    2,926,719       2,908,580
   Vehicles ..................................................      165,363         183,576
   Office equipment ..........................................      223,968         230,888
                                                                 ----------      ----------

                                                                  5,626,188       5,630,525
   Less accumulated depreciation .............................    2,164,441       1,908,938
                                                                 ----------      ----------

Net property and equipment ...................................    3,461,747       3,721,587
                                                                 ----------      ----------

Other assets .................................................       80,298          82,223
                                                                 ----------      ----------

                                                                 $6,817,259      $7,891,729
                                                                 ==========      ==========
</TABLE>



          See accompanying summary of accounting policies and notes to
                       consolidated financial statements.

                                       F-3
<PAGE>

<TABLE>
<CAPTION>
                   THE COEUR D'ALENES COMPANY AND SUBISIDIARY

                           CONSOLIDATED BALANCE SHEETS


                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                   September 29,   September 30,
                                                                       2001            2000
                                                                    ----------      ----------

<S>                                                                 <C>             <C>
Current liabilities:
   Short-term bank borrowings (Note 2) ..........................   $       --      $  618,890
   Accounts payable .............................................      691,040         865,536
   Accrued expenses .............................................      323,542         328,119
   Current maturities of long-term debt (Note 3) ................      268,916         210,733
                                                                    ----------      ----------

Total current liabilities .......................................    1,283,498       2,023,278

Deferred tax liability (Note 6) .................................      220,000         184,000
Long-term debt, less current maturities (Note 3) ................    2,199,494       2,437,293
                                                                    ----------      ----------

Total liabilities ...............................................    3,702,992       4,644,571
                                                                    ----------      ----------

Commitments and contingencies (Notes 5, 7 and 8)

Stockholders' equity (Notes 4 and 10):
    Common stock, no par, shares authorized 10,000,000; issued
      5,357,373, and outstanding 5,340,804 and 5,342,164 ........    1,186,192       1,186,192
    Retained earnings ...........................................    1,939,605       2,071,776
                                                                    ----------      ----------

                                                                     3,125,797       3,257,968
    Less treasury stock, at cost; 16,569 and 15,209 shares ......       11,530          10,810
                                                                    ----------      ----------

Total stockholders' equity ......................................    3,114,267       3,247,158
                                                                    ----------      ----------

                                                                    $6,817,259      $7,891,729
                                                                    ==========      ==========
</TABLE>



          See accompanying summary of accounting policies and notes to
                       consolidated financial statements.

                                       F-4
<PAGE>

<TABLE>
<CAPTION>
                    THE COEUR D'ALENES COMPANY AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                         Year Ended
                                                                September 29,   September 30,
                                                                    2001            2000
                                                                ------------    ------------

<S>                                                             <C>             <C>
Net sales ...................................................   $ 12,944,122    $ 12,699,921

Cost of sales ...............................................      9,728,468       9,046,252
                                                                ------------    ------------

Gross profit ................................................      3,215,654       3,653,669

Selling, general and administrative expenses ................      3,121,169       3,237,004
                                                                ------------    ------------

Operating income ............................................         94,485         416,665
                                                                ------------    ------------

Other income (expense):
    Interest income .........................................         20,917          32,288
    Interest expense ........................................       (244,552)       (252,688)
    Other income ............................................          4,790          33,513
                                                                ------------    ------------

Net other expense ...........................................       (218,845)       (186,887)
                                                                ------------    ------------

Income (loss) before income tax expense .....................       (124,360)        229,778

Income tax expense (Note 6) .................................         (7,811)        (75,232)
                                                                ------------    ------------

Net income (loss) ...........................................   $   (132,171)   $    154,546
                                                                ============    ============

Earnings (loss) per common share (Note 9):

    Basic ...................................................   $      (0.02)   $       0.03
                                                                ============    ============
    Diluted .................................................   $      (0.02)   $       0.03

Weighted average shares outstanding during the year (Note 9):

    Basic ...................................................   $  5,341,564    $  5,344,193
                                                                ============    ============
    Diluted .................................................   $  5,341,564    $  5,408,020
                                                                ============    ============
</TABLE>



          See accompanying summary of accounting policies and notes to
                       consolidated financial statements.

                                       F-5
<PAGE>

<TABLE>
<CAPTION>
                    THE COEUR D'ALENES COMPANY AND SUSIDIARY

           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY


                                         Common Stock                               Treasury Stock
                                  --------------------------                  -------------------------
                                    Shares                       Retained       Shares
                                  Outstanding       Amount       Earnings        Held          Amount
                                  -----------    -----------   -----------    -----------   -----------

<S>                                 <C>          <C>           <C>                 <C>      <C>
Balance, September 25, 1999 ...     5,345,419    $ 1,186,192   $ 1,917,230         11,954   $     9,060

Net income ....................            --             --       154,546             --            --

Treasury stock purchase .......        (3,255)            --            --          3,255         1,750
                                  -----------    -----------   -----------    -----------   -----------

Balance, September 30, 2000 ...     5,342,164      1,186,192     2,071,776         15,209        10,810

Net loss ......................            --             --      (132,171)            --            --

Treasury stock purchase .......        (1,360)            --            --          1,360           720
                                  -----------    -----------   -----------    -----------   -----------

Balance, September 29, 2001 ...     5,340,804    $ 1,186,192   $ 1,939,605         16,569   $    11,530
                                  ===========    ===========   ===========    ===========   ===========
</TABLE>



          See accompanying summary of accounting policies and notes to
                       consolidated financial statements.

                                       F-6
<PAGE>

<TABLE>
<CAPTION>
                    THE COEUR D'ALENES COMPANY AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                Increase (Decrease) in Cash and Cash Equivalents

                                                                      Year Ended
                                                             September 29,   September 30,
                                                                 2001            2000
                                                             ------------    ------------

<S>                                                          <C>             <C>
Operating activities:
    Net income (loss) ....................................   $   (132,171)   $    154,546
    Adjustments to reconcile net income (loss) to net cash
      provided by operating activities:
         Depreciation ....................................        285,159         247,053
         (Gain) loss on disposal of property and equipment         12,972            (271)
         Reduction in carrying value of equipment ........         34,504              --
         Provision for doubtful accounts .................         77,600          13,500
         Deferred income taxes ...........................         57,000          28,000
         Changes in assets and liabilities:
             Receivables .................................       (173,776)       (199,969)
             Inventories .................................        941,277        (216,303)
             Other assets ................................          1,925         (14,446)
             Accounts payable ............................       (174,496)        325,382
             Accrued expenses ............................         (4,577)         30,848
                                                             ------------    ------------

Net cash provided by operating activities ................        925,417         368,340
                                                             ------------    ------------

Investing activities:
    Additions to property and equipment ..................        (73,195)       (663,440)
    Proceeds from sale of property and equipment .........            400          39,237
                                                             ------------    ------------

Net cash used in investing activities ....................        (72,795)       (624,203)
                                                             ------------    ------------

Financing activities:
    Borrowings under line of credit agreements ...........     10,021,084      12,526,320
    Repayments under line of credit agreements ...........    (10,639,974)    (12,274,983)
    Principal repayments of long-term debt ...............       (215,660)       (293,034)
    Borrowings of long-term debt .........................         36,044         382,420
    Purchase of treasury stock ...........................           (720)         (1,750)
                                                             ------------    ------------

Net cash provided by (used in) financing activities ......       (799,226)        338,973
                                                             ------------    ------------

Net increase in cash and cash equivalents ................         53,396          83,110

Cash and cash equivalents, beginning of year .............        115,532          32,422
                                                             ------------    ------------

Cash and cash equivalents, end of year ...................   $    168,928    $    115,532
                                                             ============    ============

Supplemental Disclosure of Cash Flow Information:
    Cash paid during the year for:
         Interest ........................................   $    227,552    $    256,573
         Income taxes ....................................   $     27,420    $     22,351
</TABLE>



          See accompanying summary of accounting policies and notes to
                       consolidated financial statements.

                                       F-7
<PAGE>

                    THE COEUR D'ALENES COMPANY AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS









          See accompanying summary of accounting policies and notes to
                       consolidated financial statements.

                                       F-8
<PAGE>

                    THE COEUR D'ALENES COMPANY AND SUBSIDIARY

                         SUMMARY OF ACCOUNTING POLICIES


Principles of Consolidation

The accompanying consolidated financial statements include the accounts of The
Coeur d'Alenes Company and its wholly-owned subsidiary, Union Iron Works, Inc.
(collectively referred to as "the Company"). Union Iron Works, Inc. ("the
Subsidiary") is doing business as Stock Steel. All significant intercompany
balances and transactions have been eliminated in consolidation.

Nature of Business

The Company is engaged in the distribution, processing and fabrication of steel
and related products to customer specifications. The Company's business activity
is primarily with customers located within the Pacific Northwest.

Fiscal Year

The Company's fiscal year is a 52 or 53-week period ending on the last Saturday
in September. Fiscal 2001 was a 52-week year and 2000 was a 53-week year.

Cash and Cash Equivalents

For purposes of balance sheet classification and the statements of cash flows,
the Company considers all highly liquid short-term investments having an
original maturity of three months or less to be cash equivalents.

Inventories

Inventories are valued at the lower of cost or market. Cost is determined by
using the last-in, first-out ("LIFO") method for fabrication steel inventories.
The first-in, first-out ("FIFO") method of pricing is used for all distribution
and other inventories, which are composed primarily of steel service center
stock.

Property, Equipment and Depreciation

Property and equipment are stated at cost. Depreciation is computed using
straight-line and accelerated methods over estimated useful lives of the assets,
which range from 3 to 39 years.

Accounting for Long-Lived Assets

In accordance with the provisions of Statement of Financial Accounting Standards
("SFAS") No. 121, "Accounting for Impairment of Long-lived Assets and for
Long-lived Assets to be Disposed of," management of the Company reviews the
carrying value of its property, equipment and other long-lived assets on a
regular basis. Estimated undiscounted future cash flows from related operations
are compared with the current carrying values to determine if an impairment
exists. Reductions to the carrying value, if necessary, are recorded to the
extent the net book value of the assets exceeds the estimate of future
undiscounted cash flow. For the year ended September 29, 2001 the Company
reduced the carrying value of a piece of equipment used in its fabrication
segment by $34,504.

                                       F-9
<PAGE>

                    THE COEUR D'ALENES COMPANY AND SUBSIDIARY

                         SUMMARY OF ACCOUNTING POLICIES


Revenue and Cost Recognition

Sales are recorded and customers are billed when products are shipped or
projects are completed in accordance with the related sales and shipping
contracts. Costs of orders and projects are recognized in the same accounting
period as related sales.

Income Taxes

The Company accounts for income taxes in accordance with the provisions of
Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for
Income Taxes". SFAS No. 109 requires a company to recognize deferred tax assets
and liabilities for the expected future income tax consequences of events that
have been recognized in a company's financial statements. Under this method,
deferred tax liabilities and assets are determined based on the temporary
differences between the financial statement carrying amounts and tax bases of
assets and liabilities using enacted tax rates in effect in the years in which
the temporary differences are expected to reverse.

Earnings Per Common Share

The Company computes earnings per share ("EPS") in accordance with SFAS No. 128,
"Earnings per Share". SFAS No. 128 establishes standards for computing and
presenting EPS. SFAS No. 128 requires dual presentation of basic EPS and diluted
EPS on the face of all income statements issued after December 15, 1997 for all
entities with complex capital structures. Basic EPS is computed by dividing net
income by the weighted average number of common shares outstanding for the
period. Diluted EPS reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted
into common stock. Diluted earnings per share for fiscal 2000 was determined on
the assumptions that the convertible debentures were converted as of the first
day of the year and net earnings were adjusted for the interest expense on the
debentures, net of its tax effect. The convertible debentures were not
outstanding for any portion of fiscal 2001.

Management Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles 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.

Fair Value of Financial Instruments

The carrying amounts reported in the consolidated balance sheets as of September
29, 2001 and September 30, 2000 for accounts and notes receivables, short-term
bank borrowings, accounts payable and accrued expenses approximate fair value
because of the immediate or short-term maturity of these financial instruments.
The fair value of the debt payable to related parties at September 30, 2000 was
approximately $128,000. The fair value of other debts approximate their carrying
value as the stated rates reflect current market conditions.

                                      F-10
<PAGE>

                    THE COEUR D'ALENES COMPANY AND SUBSIDIARY

                         SUMMARY OF ACCOUNTING POLICIES


Research and Development Costs

Expenditures associated with research and development are expensed as incurred.
These costs amounted to $3,983 and $26,573 during the years ended September 29,
2001 and September 30, 2000, respectively.

Concentrations of Credit Risk

The financial instruments, which potentially subject the Company to a
concentration of credit risk consist primarily of cash and cash equivalents,
accounts receivable, long-term debt, and accounts payable.

The Company borrows from and places its temporary cash investments with high
quality financial institutions and, by policy, limits its amount of credit
exposure to any one financial institution. At times, investments may exceed the
FDIC insurance limit.

The concentrations of credit risk with respect to trade receivables are, in
management's opinion, considered minimal due to the Company's diverse customer
base in terms of location and the types of products provided. The Company
routinely assesses the financial strength of its major customers before
extending credit in an effect to mitigate any risk of default.

The Company purchases most of its supplies and products for resale from a
limited number of vendors. Although the Company could be directly affected by a
weakness in the steel markets, it monitors the financial condition of its
significant vendors and believes alternative supply agreements could be found in
a timely manner. Management believes any risk of loss to be remote.

New Accounting Pronouncements

In June 2000 the Financial Accounting Standards Board ("FASB") issued SFAS No.
138 "Accounting for Certain Derivative Instruments and Certain Hedging
Activities - an Amendment of SFAS 133", which liberalized the application of the
hedging rules of SFAS No. 133 in a number of areas, and revised standards for
derivatives instruments and hedging activities, specifically applicable to
foreign currency receivables and payables, including intercompany transactions
as they apply to changing foreign currency exchange rates. SFAS No. 138 was
effective for all fiscal years beginning subsequent to June 15, 2000 and the
Company adopted its provisions October 1, 2000. Its adoption had no material
effect on the Company's financial statements or activities.

In September 2000 the FASB issued SFAS No. 140 "Accounting for Transfers and
Servicing of Financial Assets and Extinguishment of Liabilities." which replaces
SFAS No. 125 and revises the standards for accounting for securitizations and
other transfers of financial assets and collateral and requires certain
disclosures. This statement continues to use a "financial-components approach"
that focuses on control to determine if assets are sold or liabilities
extinguished. The statement is generally applied prospectively. The statement is
effective for transactions occurring after March 31, 2001. Adoption of this
standard had no material effect on the Company.

In June 2001 the FASB issued SFAS No. 141 "Business Combinations." which
supercedes APB Opinion No. 16 "Business Combinations" and FASB Statement No. 38
"Accounting for Preacquisition Contingencies of Purchased Enterprises." The

                                      F-11
<PAGE>

                    THE COEUR D'ALENES COMPANY AND SUBSIDIARY

                         SUMMARY OF ACCOUNTING POLICIES


provisions of this statement require that all business combinations be accounted
for using "purchase accounting" and it disallows the use of "pooling of
interests" as previously allowed under APB Opinion No. 16 and FASB Statement No.
38. This statement is effective for all business combinations subsequent to June
30, 2001. The adoption of this statement is not expected to have a material
effect on the Company's financial statements.

Also in June 2001 the FASB issued SFAS No. 142 "Goodwill and Other Intangible
Assets," which supercedes APB Opinion No. 17 "Intangible Assets." The provisions
of this statement changes the unit of account for goodwill and takes a very
different approach to how goodwill and other intangible assets are accounted for
subsequent to their initial recognition. Because goodwill and some intangible
assets will no longer be amortized, the reported amounts of goodwill and
intangible assets, as well as total assets, will not decrease at the same time
and in the same manner as under previous standards. This statement is effective
for all fiscal years beginning subsequent to December 15, 2001. The adoption of
this statement is not expected to have a material effect on the Company's
financial statements.

In June 2001 the FASB issued SFAS No. 143 "Accounting for Asset Retirement
Obligations," which amends SFAS No. 19. This statement addresses financial
accounting and reporting for obligations associated with the retirement of
tangible long-lived assets and the associated asset retirement costs. This
Statement requires that the fair value of a liability for an asset retirement
obligation be recognized in the period in which it is incurred if a reasonable
estimate of fair value can be made. The requirements of this statement must be
implemented for fiscal years beginning after June 15, 2002, however early
adoption is encouraged. The adoption of this statement is not expected to have a
material effect on the Company's financial statements.

The FASB also issued 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. It supersedes SFAS 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-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. It also
amends ARB No. 51, "Consolidated Financial Statements", to eliminate the
exception to consolidation for a subsidiary for which control is likely to be
temporary. The provisions of this Statement are effective for financial
statements issued for fiscal years beginning after December 15, 2001, and
interim periods within those fiscal years, with early application encouraged.
The provisions of this Statement generally are to be applied prospectively. The
adoption of this statement is not expected to have a material effect on the
Company's financial statements.

                                      F-12
<PAGE>

                    THE COEUR D'ALENES COMPANY AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.       Inventories

Inventories are summarized as follows:

                                                   September 29,  September 30,
                                                        2001           2000
                                                    -----------    -----------

            Fabrication inventories:
               Raw materials ....................   $     5,095    $    26,574
               Work-in-progress .................        62,302        579,622
                                                    -----------    -----------

               Inventories, at FIFO cost ........        67,397        606,196
               LIFO reserve .....................        (1,531)       (29,155)
                                                    -----------    -----------

               Inventories, at LIFO cost ........        65,866        577,041

            Distribution inventories, at FIFO ...     1,673,407      2,103,509
                                                    -----------    -----------

            Total inventories ...................   $ 1,739,273    $ 2,680,550
                                                    ===========    ===========

During the year ended September 29, 2001 inventory quantities held on a LIFO
basis were reduced, resulting in the liquidation of inventory layers carried at
costs prevailing in previous years. The effect of this liquidation was to
increase net income by approximately $13,000.

2.       Short-Term Bank Borrowings

The Company has a $1,500,000 bank credit line available for revolving credit
requirements, which is subject to renewal on February 16, 2002. Interest is
charged at the lender's prime rate (6.00% at September 29, 2001). Outstanding
borrowings are collateralized by accounts receivable and inventories.

Short-term borrowing activity is summarized as follows:

<TABLE>
<CAPTION>
                                                            September 29,  September 30,
                                                                 2001           2000
                                                             -----------    -----------

<S>                                                          <C>            <C>
            Balance outstanding at year-end ..............   $        --    $   618,890

            Weighted average interest rate at year-end ...          6.00%          9.50%

            Maximum amount outstanding at any
              month end ..................................   $   603,304    $   676,555

            Average amount outstanding ...................   $   294,238    $   366,092

            Weighted average interest rate during the
              year .......................................          8.02%          9.14%
</TABLE>

The weighted average interest rate and monthly balances are computed using the
end of month borrowings outstanding and the related end of month interest rate.
The month end balances and interest rates are averaged to determine the yearly
weighted average balance of borrowings and the weighted average interest rate
during the year.

                                      F-13
<PAGE>

                    THE COEUR D'ALENES COMPANY AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The credit line agreement contains covenants under which the Company may not
declare or pay any dividends in excess of 10% of annual net, after tax, profit
or enter into mergers, acquisitions or any major sales of assets or corporate
reorganizations without prior consent by the bank. The Company is also required
to maintain certain financial ratios concerning working capital, debt to equity,
and a minimum tangible net worth of $2,200,000. At September 29, 2001 the
Company was in compliance with all of its bank covenants.

3.       Long-Term Debt

Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                                               September 29,   September 30,
                                                                   2001            2000
                                                                ----------      ----------

<S>                                                             <C>             <C>
            Note payable to a bank, monthly payments of
               $16,925 including interest at 8.5%; due
               January 2007 along with a balloon payment
               of $1,344,967, collateralized by property ....   $1,737,865      $1,790,781

            Note payable to a bank, monthly payments of
               $10,655 including interest at 9%; payments
               started February 2001, due March 1, 2006,
               collateralized by equipment ..................      376,385         382,421

            Note payable to a bank, monthly payments of
               $3,990 including interest at 8.625%; due
               June 2005, collateralized by equipment .......      152,697         185,658

            Note payable to a bank, monthly payments of
               $4,018 including interest at 0.5% over the
               bank's prime rate (6.50% at September 29,
               2001); due September 2003, collateralized
               by equipment .................................       88,379         123,768

            Note payable to a bank, monthly payments
               of $1,853 at 0.5% over the bank's prime
               rate (6.50% at September 29, 2001); due
               August 2004, collateralized by equipment .....       58,142          74,358

            Note payable to a bank, monthly payments of
               $3,203 including interest at 8.75%; due
               September 2002, collateralized by
               equipment ....................................       36,940          70,466
</TABLE>


                                      F-14
<PAGE>

                    THE COEUR D'ALENES COMPANY AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


<TABLE>
<CAPTION>
                                                                  September 29,    September 30,
                                                                       2001             2000
                                                                   -----------      -----------

<S>                                                                <C>              <C>
         LID payable to City of Spokane, annual
            principal payments of $2,572 plus
            interest at 8.5%; due October 2008...............           18,002           20,574
                                                                   -----------      -----------

                                                                     2,468,410        2,648,026
         Less current maturities.............................          268,916          210,733
                                                                   -----------      -----------

         Long-term debt, less current maturities.............      $ 2,199,494      $ 2,437,293
                                                                   ===========      ===========
</TABLE>

Scheduled long-term debt maturities as of September 29, 2001 are as follows:

         Year ending                                            Amount
         -----------                                         -----------

         September 28, 2002...............................   $   268,916
         September 27, 2003...............................       250,994
         September 25, 2004...............................       220,719
         September 24, 2005...............................       207,620
         September 30, 2006...............................       120,728
         Thereafter                                            1,399,433
                                                             -----------

         Total                                               $ 2,468,410
                                                             ===========

4.       Debt to Related Parties

As September 25, 1999, the Company owed $128,000 to related parties pursuant to
the terms of a convertible debenture agreement. The debentures required
semi-annual interest payments at 8.75% and were secured by the Company's land
and building. The entire amount of outstanding principal and interest was repaid
on October 31, 1999.

5.       Lease Commitments

The Company leases office furniture and equipment and vehicles under operating
leases that expire at various dates through 2006. As of September 29, 2001,
future minimum rental payments required under operating leases that have
remaining noncancellable terms in excess of one year are as follows:

         Year ending                                            Amount
         -----------                                         -----------

         September 28, 2002...............................   $   183,342
         September 27, 2003...............................        42,753
         September 25, 2004...............................         9,793
         September 24, 2005...............................         5,944
         Thereafter                                                2,972
                                                             -----------

         Total                                               $   244,804
                                                             ===========

                                      F-15
<PAGE>

                    THE COEUR D'ALENES COMPANY AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Rental expense for all operating leases was $516,148 and $503,824 for the years
ended September 29, 2001 and September 30, 2000.

6.       Income Taxes

Income tax expense consists of the following:

                                                            Year Ended
                                                   -----------------------------
                                                   September 29,   September 30,
                                                        2001            2000
                                                     ---------       ---------

         Federal:
            Current benefit (expense) ............   $  48,359       $ (46,422)
            Deferred expense .....................     (57,000)        (28,000)
         State - current benefit (expense) .......         830            (810)
                                                     ---------       ---------

         Income tax expense ......................   $  (7,811)      $ (75,232)
                                                     =========       =========

Major items causing the Company's effective tax rate to differ from the
statutory rates are as follows:

<TABLE>
<CAPTION>
                                              September 29, 2001   September 30, 2000
                                              ------------------   ------------------
                                               Amount    Percent    Amount    Percent
                                              --------   -------   --------   -------

<S>                                           <C>          <C>     <C>         <C>
         Income tax benefit (expense) at
           statutory rate .................   $ 42,282     34.0%   $(78,124)   (34.0)%

         Graduated tax rate differences ...    (30,388)   (24.5%)     8,651      3.8

         Other, net .......................    (19,705)   (15.8%)    (5,759)    (2.5)
                                              --------     ----    --------     ----

         Income tax expense ...............   $ (7,811)    (6.3)%  $(75,232)   (32.7)%
                                              ========     ====    ========     ====
</TABLE>

Significant components of the Company's deferred tax assets and liabilities
consist of the following:

<TABLE>
<CAPTION>
                                                        September 29,   September 30,
                                                             2001            2000
                                                          ---------       ---------

<S>                                                       <C>             <C>
         Current deferred tax assets:
            Vacation accrual ..........................   $  25,000       $  41,000
            Allowance for doubtful accounts ...........      15,000          21,000
            Other .....................................       4,000           3,000
                                                          ---------       ---------

         Current deferred tax asset ...................   $  44,000       $  65,000
                                                          =========       =========

         Non-current deferred tax assets (liabilities):
            Net operating loss carryforwards ..........   $ 119,000       $ 123,000
            Depreciation ..............................    (240,000)       (208,000)
            Other, net ................................      (1,000)         (1,000)
                                                          ---------       ---------

         Total non-current deferred tax liability .....    (122,000)        (86,000)
         Valuation allowance on assets ................     (98,000)        (98,000)
                                                          ---------       ---------

         Net non-current deferred tax liability .......   $(220,000)      $(184,000)
                                                          =========       =========
</TABLE>

                                      F-16
<PAGE>

                    THE COEUR D'ALENES COMPANY AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


A valuation allowance on the Company's non-current deferred tax assets have been
established to the extent the Company believes it is more likely than not that
the deferred tax assets will not be realized.

At September 29, 2001, the Company has available net operating loss
carryforwards of approximately $373,000, which expire through 2007. Utilization
of the operating loss carryforwards is limited to $12,180 per year.

7.       Commitments

The Company routinely makes commitments to purchase and sell steel products up
to nine months in advance of anticipated deliveries. Outstanding firm purchase
commitments at September 29, 2001 aggregated $529,314. Negotiated firm sales
contracts aggregated $156,749 at September 29, 2001.

8.       Retirement Plan

The Company sponsors a qualified 401(k) and profit-sharing plan ("the Plan").
The Plan allows individual participants to make contributions to the Plan with
matching contributions by the Company to the extent of 50% of the employees'
contributions up to a maximum of 6% of annual salary per participant. Additional
discretionary contributions may be made by the Company based on net income.
Substantially all full-time employees are eligible to participate. Total Company
contributions to the Plan were $42,789 and $43,688 for fiscal 2001 and 2000.

9.       Earnings Per Common Share

Earnings per common share is computed as follows:

<TABLE>
<CAPTION>
                                                         Year Ended September 29, 2001
                                                      -----------------------------------
                                                                   Weighted        Per-
                                                        (Loss)      Average       Share
                                                        Income       Shares       Amount
                                                      ---------    ---------    ---------

<S>                                                   <C>          <C>              <C>
         Basic EPS
         Loss available to common stockholders ....   $(132,171)   5,341,564        (0.02)
                                                                                =========

         Effect of Dilutive Securities
         Convertible debenturesa ..................         N/A          N/A
                                                      ---------    ---------

         Diluted EPS
         Loss available to common stockholders plus
           assumed conversions ....................   $(132,171)   5,341,564        (0.02)
                                                      =========    =========    =========
</TABLE>

                                      F-17
<PAGE>

                    THE COEUR D'ALENES COMPANY AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


<TABLE>
<CAPTION>
                                                           Year Ended September 30, 2000
                                                        -----------------------------------
                                                                     Weighted        Per-
                                                                      Average       Share
                                                          Income       Shares       Amount
                                                        ---------    ---------    ---------

<S>                                                     <C>          <C>          <C>
         Basic EPS
         Income available to common stockholders.....   $ 154,546    5,344,193    $    0.03
                                                                                  =========

         Effect of Dilutive Securities
         Convertible debenturesa.....................         820       63,827
                                                        ---------    ---------

         Diluted EPS
         Income available to common stockholders plus
           assumed conversions.......................   $ 155,366    5,408,020    $    0.03
                                                        =========    =========    =========
</TABLE>

         a        For purposes of diluted earnings per common share, convertible
                  debentures for fiscal 2000 are assumed to be converted as of
                  the first day of the year. Such conversion negates the need to
                  pay interest on the debentures. The debentures were assumed to
                  be converted at their stated per share conversion rate at the
                  beginning of the fiscal year of $0.20. See also Note 4
                  concerning the convertible debentures. The convertible
                  debentures were not outstanding for any part of fiscal 2001.

10.      Segment Information

The Company's consolidated financial statements include certain reportable
segment information. These segments include The Coeur d'Alenes Company, the
parent company engaged in the processing and fabrication of finished metal
structures or products, or components thereof, in accordance with a customer's
specifications, and Stock Steel, a wholly owned subsidiary engaged in the
distribution and resale of stock metal materials purchased from mills with
further processing or other services, such as cutting, bending, burning, or
sawing stock metal materials to a customer's specifications, component parts, or
delivery to a customer's location. The Company evaluates the performance of
these segments based upon multiple variables including revenues and profit or
loss.

The segments' profit and loss components and schedule of assets are as follows:

<TABLE>
<CAPTION>
                                  As of and For the Year Ended                   As of and For the Year Ended
                                       September 29, 2001                             September 30, 2000
                           -------------------------------------------    ------------------------------------------
                           Fabrication    Distribution        Total       Fabrication    Distribution       Total
                           ------------   ------------    ------------    ------------   ------------   ------------

<S>                        <C>            <C>             <C>             <C>            <C>            <C>
Segment profit (loss) ..   $     22,639   $   (146,999)   $   (124,360)   $     78,291   $    151,487   $    229,778
External revenues ......   $  2,342,982   $ 10,651,140    $ 12,994,122    $  2,090,394   $ 10,609,527   $ 12,699,921
Internal revenues ......   $     49,240   $    317,574    $    366,814    $     28,406   $    449,000   $    477,406
Interest income ........   $      2,479   $     18,438    $     20,917    $      1,824   $     30,464   $     32,288
Interest expense .......   $     52,587   $    191,965    $    244,552    $     40,964   $    211,724   $    252,688
Depreciation expense ...   $     77,505   $    207,654    $    285,159    $     60,011   $    187,042   $    247,053
Segment assets-gross ...   $  1,331,620   $  6,686,517    $  8,018,137    $  1,922,105   $  6,973,659   $  8,895,764
Segment assets-net .....   $  1,328,992   $  5,488,267    $  6,817,259    $  1,826,709   $  6,065,020   $  7,891,729
Capital expenditures ...   $     57,760   $     15,435    $     73,195    $    238,579   $    424,861   $    663,440
                           ============   ============    ============    ============   ============   ============

</TABLE>

                                      F-18
<PAGE>

                    THE COEUR D'ALENES COMPANY AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Reconciliation of segment net income (loss), total assets and revenues is as
follows:

<TABLE>
<CAPTION>
                                                            As of and For the Year Ended
                                                            ----------------------------
                                                            September 29,   September 30,
                                                                2001            2000
                                                            ------------    ------------

<S>                                                         <C>             <C>
         Profit or loss
         Total profit or loss for reportable segments ...   $   (124,360)   $    229,778
                                                            ------------    ------------

         Consolidated income before income tax
           expense ......................................   $   (124,360)   $    229,778
                                                            ============    ============

         Total assets
         Total assets for reportable segments ...........   $  8,016,137    $  8,895,764
         Elimination of intersegment assets .............     (1,198,878)     (1,004,035)
                                                            ------------    ------------

         Total consolidated assets ......................   $  6,817,259    $  7,891,729
                                                            ============    ============

         Segment revenues
         Total revenues for reportable segments .........   $ 13,360,936    $ 13,177,327
         Elimination of intersegment revenues ...........        366,814        (477,406)
                                                            ------------    ------------

         Total consolidated revenues ....................   $ 12,994,122    $ 12,699,921
                                                            ============    ============
</TABLE>

Revenues from one customer of the fabrication and distribution segments
represented approximately $2,000,000 million and $1,300,000, or 15% and 11%, of
the Company's consolidated revenues for the years ended September 29, 2001 and
September 30, 2000.

11.      Valuation and Qualifying Accounts

Allowance for doubtful accounts activity was as follows:

                                                        Year Ended
                                               -----------------------------
                                               September 29,   September 30,
                                                   2001            2000
                                                ----------      ----------

         Balance, beginning of year .......     $   63,786      $   67,166
         Charged to expense ...............         77,600          13,500
         Write-offs, net of recoveries ....        (69,810)        (16,880)
                                                ----------      ----------

         Balance, end of year .............     $   71,576      $   63,786
                                                ==========      ==========


                                      F-19