UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-QSB



(Mark One)



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

For the quarterly period ended December 31, 2004





[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ______ to ________



Commission File No. 0-50690



IMPERIAL CONSOLIDATED CAPITAL

(Exact name of small business issuer as specified in its charter)



Nevada
      20-1045768(State or other jurisdiction of incorporation or organization)
      (IRS Employer ID)






6075 South Eastern Avenue, Suite 1, Las Vegas, Nevada 89119-3146

(Address of principal executive offices)



(702) 851-3431

(Issuer's telephone number)



Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [] No [X]



As of January 14, 2005, 10,410,000 shares of
common stock were outstanding.



Transitional Small Business Disclosure Format (Check one): Yes [ ]  No [X]





---



TABLE OF CONTENTS

|                                                                      |      | 
|--------------------------------------------------------------------- | ---- | 
|                                                                      | Page | 
|                                                                      |      | 
|PART I                                                                |      | 
|                                                                      |      | 
|                                                                      |      | 
|Item 1. Financial Information                                         | 3    | 
|                                                                      |      | 
|Item 2. Management's Discussion and Analysis or Plan of Operation     | 14   | 
|                                                                      |      | 
|Item 3.
 Controls and Procedures                                      | 15   | 
|                                                                      |      | 
|                                                                      |      | 
|PART II                                                               |      | 
|                                                                      |      | 
|                                                                      |      | 
|Item 1.   Legal Proceedings                                           | 16   | 
|                                                                      |      | 
|Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds | 16   | 
|                                                                      |      | 
|Item 3.  Defaults Upon Senior Securities                              | 16   | 
|                                                                      |      | 
|Item 4.   Submission of Matters to a Vote of Security Holders         | 16   | 
|                                                                      |      | 
|Item 5.  Other Information                                            | 16   | 
|                                                                      |      | 
|Item 6.  Exhibits                                                     | 16   | 





---



PART I  FINANCIAL INFORMATION





Item 1.  Financial Statements

















IMPERIAL CONSOLIDATED CAPITAL

(An Exploration Stage Company)



FINANCIAL STATEMENTS

(Unaudited)



DECEMBER 31, 2004







|Financial Information |                               | Page                                                                                                                                                                            
|--------------------- | ----------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                      |                               |                                                                                                                                                                                 
|                      | Balance Sheet                 |                                                                                                                                                                                 
|                      |                               | December 31, 2004 (unaudited)                                                                                                                                                   
|                      |                               |                                                                                                                                                                                 
|                      | Statements of Operations      |                                                                                                                                                                                 
|                      |                               | Cumulative Amounts from Inception to December 31, 2004 and
    Three Months Ended December 31, 2004 and 2003 (unaudited) Six Months Ended December 31, 2004 and 2003 (unaudited)
|                      |                               |                                                                                                                                                                                 
|                      | Statements of Cash Flows      |                                                                                                                                                                                 
|                      |                               | Cumulative Amounts from Inception to December 31, 2004 and
    Six Months Ended December 31, 2004 and 2003 (unaudited)                                                          
|                      |                               |                                                                                                                                                                                 
|                      | Notes to Financial Statements |                                                                                                                                                                                 

---

IMPERIAL CONSOLIDATED CAPITAL

(An Exploration Stage Company)

BALANCE SHEET

(Unaudited)



|                                                        |   | December 31,
2004
|------------------------------------------------------- | - | -----------------
|                                                        |   |                  
|                                                        |   |                  
|                                                        |   |                  
|                                                        |   |                  
|ASSETS                                                  |   |                  
|                                                        |   |                  
|Current                                                 |   |                  
|Cash                                                    | $ | 31,498           
|Prepaid expenses                                        |   | 486              
|Deferred tax asset less valuation allowance of $
26,259 |   | -                
|                                                        |   |                  
|                                                        |   |                  
|Total assets                                            | $ | 31,984           
|                                                        |   |                  
|                                                        |   |                  
|                                                        |   |                  
|LIABILITIES AND DEFICIENCY IN ASSETS                    |   |                  
|                                                        |   |                  
|Current                                                 |   |                  
|Accounts payable and accrued liabilities                | $ | 16,500           
|Convertible debentures (Note 6)                         |   | 33,487           
|Due to related parties (Note 7)                         |   | 18,000           
|                                                        |   |                  
|Total current liabilities                               |   | 67,987           
|                                                        |   |                  
|Commitments and contingency(Notes 2 and 5)              |   |                  
|                                                        |   |                  
|Deficiency in assets                                    |   |                  
|Common stock (Note 6)                                   |   |                  
|Authorized                                              |   |                  
|100,000,000 shares par value of  $0.001                 |   |                  
|Issued and outstanding                                  |   |                  
|10,410,000 shares                                       |   | 10,410           
|Additional paid-in capital                              |   | 40,590           
|Deficit accumulated during the exploration stage        |   | (87,003)         
|                                                        |   |                  
|Total deficiency in assets                              |   | (36,003)         
|                                                        |   |                  
|Total liabilities and deficiency in assets              | $ | 31,984           

















The accompanying notes are an integral part of these financial statements.

---

IMPERIAL CONSOLIDATED CAPITAL

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS

(Unaudited)



|                                                                      |   | Cumulative
From Inception (February 14, 2000) to December 31, 2004 |          | Three-Month
Period Ended December 31, 2004 |   | Three-Month
Period Ended December 31, 2003 |   | Six-Month
Period Ended December 31, 2004 |         | Six-Month
Period Ended December 31, 2003
|--------------------------------------------------------------------- | - | ------------------------------------------------------------------ | -------- | ------------------------------------------ | - | ------------------------------------------ | - | ---------------------------------------- | ------- | ----------------------------------------
|                                                                      |   |                                                                    |          |                                            |   |                                            |   |                                          |         |                                         
|                                                                      |   |                                                                    |          |                                            |   |                                            |   |                                          |         |                                         
|                                                                      |   |                                                                    |          |                                            |   |                                            |   |                                          |         |                                         
|EXPENSES                                                              |   |                                                                    |          |                                            |   |                                            |   |                                          |         |                                         
|Bank charges and interest                                             | $ | 4,437                                                              | $        | 786                                        | $ | 665                                        | $ | 1,474                                    | $       | 970                                     
|Management fees                                                       |   | 5,000                                                              |          | -                                          |   | -                                          |   | -                                        |         | -                                       
|Mineral property acquisition
    costs (Note 5)                       |   | 18,022                                                             |          | -                                          |   | -                                          |   | -                                        |         | -                                       
|Exploration costs                                                     |   | 2,120                                                              |          | -                                          |   | -                                          |   | -                                        |         | 1,924                                   
|Office and miscellaneous                                              |   | 1,050                                                              |          | -                                          |   | -                                          |   | -                                        |         | -                                       
|Professional fees                                                     |   | 44,752                                                             |          | 7,875                                      |   | 4,675                                      |   | 12,449                                   |         | 4,675                                   
|                                                                      |   | -                                                                  |          | -                                          |   | -                                          |   | -                                        |         |                                         
|Transfer agent and filing fees                                        |   | 2,320                                                              |          | 342                                        |   | 524                                        |   | 709                                      |         | 524                                     
|Website design and maintenance                                        |   |                                                                    | 553      |                                            |   | 50                                         |   |                                          | -       |                                         
|                                                                      |   |                                                                    |          |                                            |   |                                            |   |                                          |         |                                         
|Loss before other items and income
    taxes                          |   |                                                                    | (78,254) |                                            |   | (9,053)                                    |   |                                          | (5,864) |                                         
|                                                                      |   |                                                                    |          |                                            |   |                                            |   |                                          |         |                                         
|                                                                      |   |                                                                    |          |                                            |   |                                            |   |                                          |         |                                         
|OTHER ITEMS                                                           |   |                                                                    |          |                                            |   |                                            |   |                                          |         |                                         
|                                                                      |   |                                                                    |          |                                            |   |                                            |   |                                          |         |                                         
|Interest and other income                                             |   |                                                                    | 28       |                                            |   | -                                          |   |                                          | -       |                                         
|Foreign exchange gain                                                 |   |                                                                    | 3,201    |                                            |   | 1,357                                      |   |                                          | 1,085   |                                         
|                                                                      |   |                                                                    |          |                                            |   |                                            |   |                                          |         |                                         
|                                                                      |   |                                                                    | 3,229    |                                            |   | 1,357                                      |   |                                          | 1,085   |                                         
|                                                                      |   |                                                                    |          |                                            |   |                                            |   |                                          |         |                                         
|Loss before income taxes                                              |   | (75,025)                                                           |          | (7,696)                                    |   | (4,779)                                    |   | (13,133)                                 |         | (6,234)                                 
|                                                                      |   |                                                                    |          |                                            |   |                                            |   |                                          |         |                                         
|                                                                      |   |                                                                    |          |                                            |   |                                            |   |                                          |         |                                         
|Provision for income taxes                                            |   |                                                                    | -        |                                            |   | -                                          |   |                                          | -       |                                         
|                                                                      |   |                                                                    |          |                                            |   |                                            |   |                                          |         |                                         
|                                                                      |   |                                                                    |          |                                            |   |                                            |   |                                          |         |                                         
|Net loss                                                              | $ | (75,025)                                                           | $        | (7,696)                                    | $ | (4,779)                                    | $ | (13,133)                                 | $       | (6,234)                                 
|                                                                      |   |                                                                    |          |                                            |   |                                            |   |                                          |         |                                         
|                                                                      |   |                                                                    |          |                                            |   |                                            |   |                                          |         |                                         
|Basic and diluted net loss per share                                  |   | **                                                                 |          | **                                         |   | **                                         |   | **                                       |         | **                                      
|                                                                      |   |                                                                    |          |                                            |   |                                            |   |                                          |         |                                         
|                                                                      |   |                                                                    |          |                                            |   |                                            |   |                                          |         |                                         
|Weighted average number of
    shares outstanding (basic and diluted) |   |                                                                    |          | 10,410,000                                 |   | 10,410,000                                 |   | 10,410,000                               |         | 10,206,120                              



**Less than $(0.01)



The accompanying notes are an integral part of these financial statements.

---

IMPERIAL CONSOLIDATED CAPITAL

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                     | Cumulative
From Inception (February 14, 2000) to December 31, 2004 |          | Six-Month
Period Ended December 31, 2004 |   | Six-Month
Period Ended December 31, 2003 | 
|---------------------------------------------------- | ------------------------------------------------------------------ | -------- | ---------------------------------------- | - | ---------------------------------------- | 
|                                                     |                                                                    |          |                                          |   |                                          | 
|CASH FLOWS FROM OPERATING ACTIVITIES                 |                                                                    |          |                                          |   |                                          | 
|Net loss                                             | $                                                                  | (75,025) |                                          | $ | (13,133)                                 | 
|Items not affecting cash:                            |                                                                    |          |                                          |   |                                          | 
|Accrued interest on convertible debentures           |                                                                    | 3,487    |                                          |   | 1,381                                    | 
|Mineral property
    costs                           |                                                                    | 18,022   |                                          |   | -                                        | 
|                                                     |                                                                    |          |                                          |   |                                          | 
|Changes in assets and liabilities:                   |                                                                    |          |                                          |   |                                          | 
|(Increase) decrease in prepaids                      |                                                                    | (486)    |                                          |   | 586                                      | 
|Increase in accounts payable and accrued liabilities |                                                                    | 16,500   |                                          |   | 4,156                                    | 
|                                                     |                                                                    |          |                                          |   |                                          | 
|Net cash used in operating activities                |                                                                    | (37,502) |                                          |   | (7,010)                                  | 
|                                                     |                                                                    |          |                                          |   |                                          | 
|                                                     |                                                                    |          |                                          |   |                                          | 
|CASH FLOWS FROM INVESTING ACTIVITIES                 |                                                                    |          |                                          |   |                                          | 
|Acquisition of
    mineral property                  |                                                                    | (7,500)  |                                          |   | (5,000)                                  | 
|                                                     |                                                                    |          |                                          |   |                                          | 
|Net cash used in investing activities                |                                                                    | (7,500)  |                                          |   | (5,000)                                  | 
|                                                     |                                                                    |          |                                          |   |                                          | 
|CASH FLOWS FROM FINANCING ACTIVITIES                 |                                                                    |          |                                          |   |                                          | 
|Issuance of common shares                            |                                                                    | 46,000   |                                          |   | -                                        | 
|Proceeds from issuance of convertible debentures     |                                                                    | 30,000   |                                          |   | 5,000                                    | 
|Due to related parties                               |                                                                    | 500      |                                          |   | -                                        | 
|                                                     |                                                                    |          |                                          |   |                                          | 
|Net cash provided by financing activities            |                                                                    | 76,500   |                                          |   | 5,000                                    | 
|                                                     |                                                                    |          |                                          |   |                                          | 
|                                                     |                                                                    |          |                                          |   |                                          | 
|Change in cash for the period                        |                                                                    | 31,498   |                                          |   | (7,010)                                  | 
|                                                     |                                                                    |          |                                          |   |                                          | 
|                                                     |                                                                    |          |                                          |   |                                          | 
|Cash, beginning of period                            |                                                                    | -        |                                          |   | 38,508                                   | 
|                                                     |                                                                    |          |                                          |   |                                          | 
|                                                     |                                                                    |          |                                          |   |                                          | 
|Cash, end of period                                  | $                                                                  | 31,498   |                                          | $ | 31,498                                   | 
|                                                     |                                                                    |          |                                          |   |                                          | 
|Cash paid during the period for:                     |                                                                    |          |                                          |   |                                          | 
|Interest                                             | $                                                                  | -        |                                          | $ | -                                        | 
|Income taxes                                         | $                                                                  | -        |                                          | $ | -                                        | 





The accompanying notes are an integral part of these financial statements.

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IMPERIAL CONSOLIDATED CAPITAL

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited)

DECEMBER 31, 2004









1.

HISTORY AND ORGANIZATION



The Company was incorporated in the State of Nevada on February 14, 2000, and is the business of mineral property exploration.  The Company is considered to be an exploration stage company as it has not generated revenues from operations.



On June 1, 2003, the Company acquired a 100% interest in the Triune Mine, located in British Columbia, (the Triune Mine) from William McCullagh, who is the father of the Companys president (Notes 4 and 5).



The accompanying unaudited financial statements have been prepared by the Company in conformity with generally accepted accounting principles in the United States of America for interim financial statements.  In the opinion of management, the accompanying unaudited financial statements contain all adjustments necessary (consisting of normal recurring accruals) to present fairly the financial information contained therein.  These unaudited financial statements do not include all disclosures required by generally accepted accounting principles in the United States of America and should be read in conjunction with the audited financial statements of the Company for the year ended June 30, 2004.  The results of operations for the six-month period ended December 31, 2004 are not necessarily indicative of the results to be expected for the year ending June 30, 2005.





2.

GOING CONCERN



These financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America with the on-going assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business.  However, certain conditions noted below currently exist which raise substantial doubt about the Companys ability to continue as a going concern.  These financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.



The operations of the Company have primarily been funded by the issuance of capital stock.  Continued operations of the Company are dependent on the Companys ability to complete equity financings or generate profitable operations in the future.  Managements plan in this regard is to secure additional funds through future equity financings.  Such financings may not be available or may not be available on reasonable terms.



December 31,
2004Deficit accumulated during the exploration stage$
(87,003)Working capital (deficiency)(36,003)




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IMPERIAL CONSOLIDATED CAPITAL

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited)

DECEMBER 31, 2004









3.

SIGNIFICANT ACCOUNTING POLICIES



The significant accounting policies adopted by the Company are as follows:



Basis of Presentation



The accompanying unaudited financial statements have been prepared by Imperial Consolidated Capital (the "Company") in conformity with accounting principles generally accepted in the United States of America applicable to interim financial information and with the rules and regulations of the United States Securities and Exchange Commission for Form 10-QSB.  Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed, or omitted, pursuant to such rules and regulations.  In the opinion of management, the unaudited interim financial statements include all adjustments necessary for the fair presentation of the results of the interim periods presented.  All adjustments are of a normal recurring nature, except as otherwise noted below.  These financial statements should be read in conjunction with the Companys audited financial statements and related notes for the year ended June 30, 2004, included in the Company's Annual Report on Form 10-KSB filed with the United States Securities and Exchange Commission.  The results of operations for the interim periods are not necessarily indicative of the results of operations for any other interim period or for a full fiscal year.



Use of estimates



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



Foreign currency translation



Transaction amounts denominated in foreign currencies are translated at exchange rates prevailing at transaction dates.  Carrying values of monetary assets and liabilities are adjusted at each balance sheet date to reflect the exchange rate at that date.  Non-monetary assets and liabilities are translated at the exchange rate on the original transaction date.  Gains and losses from restatement of foreign currency monetary assets and liabilities are included in the statement of operations.  Revenues and expenses are translated at the rates of exchange prevailing on the dates such items are recognized in the statement of operations.  Foreign currency exchange gain was $2,052 and $1,859 for the six months ended December 31, 2004 and 2003, respectively.  These amounts are included in the statements of operations.



Cash and cash equivalents



The Company considers cash held at banks and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents.

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IMPERIAL CONSOLIDATED CAPITAL

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited)

DECEMBER 31, 2004









3.

SIGNIFICANT ACCOUNTING POLICIES (contd)



Mineral properties



Costs of acquisition, exploration, carrying and retaining unproven properties are expensed as incurred.



Income taxes



A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards.  Deferred tax expenses (benefit) result from the net change during the period of deferred tax assets and liabilities.



Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.



Net loss per share



Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period.  Diluted net loss per share takes into consideration shares of common stock outstanding (computed under basic loss per share) and potentially dilutive shares of common stock.



Diluted net loss per share is not presented separately from basic net loss per share as the conversion of outstanding convertible debentures into common shares would be anti-dilutive.



As of December 31, 2004, there were 300,000 potentially dilutive securities outstanding.



Recent accounting pronouncements



In January 2003, FASB issued Financial Interpretation No. 46 Consolidation of Variable Interest Entities ("FIN 46") (revised December 17, 2003).  The objective of FIN 46 is to improve financial reporting by companies involved with variable interest entities.  A variable interest entity is a corporation, partnership, trust, or any other legal structure used for business purposes that either (a) does not have equity investors with voting rights or (b) has equity investors that do not provide sufficient financial resources for the entity to support its activities.  FIN 46 requires a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity's activities or entitled to receive a majority of the entity's residual returns or both.  FIN 46 also requires disclosures about variable interest entities that the company is not required to consolidate but in which it has a significant variable interest.  The consolidation requirements of FIN 46 is required in financial statements of public entities that have interests in variable interest entities for periods ending after December 15, 2003.  The consolidation requirements for all other types of entities is required in financial statements for periods ending after March 15, 2004.



The adoption of this new pronouncement is not expected to have a material effect on the Company's financial position or results of operations.

---

IMPERIAL CONSOLIDATED CAPITAL

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited)

DECEMBER 31, 2004









4.

RESTATEMENT



In October 2004, the Company became aware that management of the Company had executed two separate agreements to acquire the Triune Mine (Note 5).  The first agreement to acquire the Truine Mine was dated June 1, 2003 (the June 2003 Agreement) and the second agreement to acquire the Truine Mine was dated August 15, 2003 (the August 2003 Agreement), a copy of which was provided to the Companys independent auditors and represented as the only mineral property agreement related to the Truine Mine.  The terms of June 2003 Agreement and the August 2003 Agreement were identical except for the date of execution and slight differences in the payment terms and dates.



In addition, the Company determined that cash received subject to subscription agreements totalling $12,000 should have been recorded as subscriptions received in advance instead of issued and outstanding common stock as the corporate resolution authorizing the issuance of the common stock was not executed until September 30, 2003.



As a result, the Company restated its previously issued financial statements for the year ended June 30, 2003.  The restatement of the Companys balance sheet as at June 30, 2003 resulted in an increase in liabilities of $25,000, an increase in common stock $4,880, a decrease in additional paid-in capital of $11,880, an increase in share subscriptions received in advance of $12,000 and an increase in the deficit accumulated during the exploration stage of $30,000 of which $18,022 was recorded as mineral property acquisition costs in the statements of operations and $11,978 as a constructive dividend.



The December 31, 2003 financial information included in these financial statements has not been presented as restated because this financial information is being presented for the first time.





5.

MINERAL PROPERTIES



Pursuant to a mineral property agreement dated June 1, 2003, the Company acquired the Triune Mine.  As consideration, the Company agreed to:



i)

pay $25,000, of which $2,500 is payable upon execution of the agreement (paid), $5,000 on or before August 31, 2004, (paid) and the balance of $17,500 payable on or before August 31, 2005;



ii)

pay a 1% net smelter returns royalty to a maximum of $1,000,000; and



iii)

issue 5,000,000 shares of common stock of the Company at a price of $0.001 per share upon execution of this agreement (issued).



The Company recorded the Triune Mine at the historical cost basis to the relative of the Companys president which was $18,022.  The consideration paid over the historical cost basis of $11,978 was recorded as a constructive dividend.

---

IMPERIAL CONSOLIDATED CAPITAL

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited)

DECEMBER 31, 2004







6.

CONVERTIBLE DEBENTURES



On August 28, 2003, the Company entered into a convertible debenture agreement with a former director of the Company for $12,500.  The convertible debenture originally matured on August 28, 2004 and bears interest at 10% per annum, due on or before the end of the term.  The convertible debenture permits the holder to convert all or a portion of the debt plus accrued interest into shares of common stock of the Company at a price of $0.10 per share.  The Company will issue shares to the holder at any time prior to repayment of the debenture provided the Company has received written notice and an executed subscription agreement.  During the six month period ended December 31, 2004, the maturity date was extended by one year to August 28, 2005.



On August 29, 2003, the Company entered into a convertible debenture agreement with a relative of the Companys president for $12,500.  The convertible debenture matured on August 29, 2004 and bears interest at 10% per annum, due on or before the end of the term.  The convertible debenture permits the holder to convert all or a portion of the debt plus accrued interest into shares of common stock of the Company at a price of $0.10 per share. The Company will issue shares to the holder at any time prior to repayment of the debenture provided the Company has received written notice and an executed subscription agreement.  During the six month period ended December 31, 2004, the maturity date was extended by one year to August 29, 2005.



On October 4, 2004, the Company entered into a convertible debenture agreement with a relative of the Companys president for $5,000.  The convertible debenture will mature on October 4, 2005 and bears interest at 10% per annum, due on or before the end of the term.  The convertible debenture permits the holder to convert all or a portion of the debt plus accrued interest into shares of common stock of the Company at a price of $0.10 per share. The Company will issue shares to the holder at any time prior to repayment of the debenture provided the Company has received written notice and an executed subscription agreement.





7.

DUE TO RELATED PARTIES



December 31,
2004Promissory notes to a former director of the Company$
500Due to a relative of the Companys president17,500$
18,000




Promissory notes totaling $500 are due to a former director of the Company.  The notes are unsecured, non-interest bearing and have no fixed terms of repayment.



The $17,500 is due to a relative of the Companys president under the Triune Mine purchase agreement (Note 5).  This amount is unsecured, non-interest bearing and repayment is due on or before August 31, 2005.

---

IMPERIAL CONSOLIDATED CAPITAL

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited)

DECEMBER 31, 2004







8.

COMMON STOCK



Common shares



The common shares of the Company are all of the same class, are voting and entitle stockholders to receive dividends. Upon liquidation or wind-up, stockholders are entitled to participate equally with respect to any distribution of net assets or any dividends which may be declared.



Additional paid-in capital



The excess of proceeds received for shares of common stock over their par value of $0.001, less share issue costs, is credited to additional paid-in capital.





9.

INCOME TAXES



A reconciliation of income taxes at statutory rates with the reported taxes is as follows:



December 31,
2004Loss before income taxes$
(13,133)Expected income tax recovery$
4,597Unrecognized benefit of operating loss carryforwards(4,597)Income tax benefit$
-




Significant components of the Company's deferred tax assets based on statutory tax rates are as follows:



December 31,
2004Deferred tax assets:Operating loss carryforwards$
26,259Valuation allowance(26,259)Net deferred tax assets$
-




The Company has approximately $75,000 of operating loss carryforwards which expire beginning in 2020.



The Company has provided a valuation allowance against its deferred tax assets given that it is in the development stage and it is more likely than not that these benefits will not be realized.

---

IMPERIAL CONSOLIDATED CAPITAL

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited)

DECEMBER 31, 2004







10.

FINANCIAL INSTRUMENTS



The Company's financial instruments consist of cash, accounts payable and accrued liabilities, convertible debentures and due to related parties.  Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying values, unless otherwise noted.





11.

SEGMENT INFORMATION



The Company currently conducts all of its operations in Canada.



















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Item 2.

Management's Discussion and Analysis or Plan of Operation.



The following is management's discussion and analysis of significant factors that have affected the Company's financial position and operations during the three-month and six month periods ended December 31, 2004.



General Overview



We plan to engage in the mineral exploration business in North America.  It intends to explore for minerals and metals, including gold, silver, zinc and lead.



Pursuant to a Property Agreement dated June 1, 2003, we acquired a 100% undivided mineral interest in the Triune Property from William McCullagh for a cash consideration of $25,000, of which $2,500 was payable upon execution of the Agreement, $5,000 on or before August 31, 2004 and the balance of $17,500 on or before August 31, 2005; plus a 1% Net Smelter Return Royalty to a maximum of $1,000,000; and 5,000,000 restricted common shares upon execution of the Agreement.  To date, we has paid $7,500 and issued 5,000,000 restricted common shares.



The Triune Property consists of six mineral claims, the Triune, Enterprise, Silver Chief, Kamloops Fraction, Revenge and Kamloops.  The claims are located about 15 miles southeast of the Village of Trout Lake that is located approximately 48 miles southeast of the Town of Revelstoke, in the Revelstoke Mining District of British Columbia.  It contains a previously semi-exploited vein structure (the Triune vein) and there was limited production in the early part of the twentieth century.  However, at this time the Triune Property has no proven or probable mineral reserves.  The Company owns a 100% undivided mineral interest, and title to the mineral claim gives it the rights to any of the mineral deposits situated on the claims.



We obtained a report on the Triune Property from an independent consultant, W.G. Timmins, P.Eng. dated September 15, 2003. Mr. Timmins report details the geological and exploration history of the Triune Property, including the land status, climate, geology and mineralization.  Based upon previous exploration activity in the area and his personal knowledge of the property, Mr. Timmins recommends that we conduct a specific exploration program on the Triune Property.



A two phase exploration and drilling program has been proposed.  Phase I consists of road access reconstruction, trenching to expose, map and sample the northwest extension of the Triune vein structure and examination of the existing workings and is estimated to cost $25,300.  The samples taken during Phase I would then be assayed for mineral content and depending on the results, a decision would be made whether or not to proceed to Phase II.  If recommended, Phase II would consist of a diamond drilling program to further test extensions of the Triune and Silver Cup veins in the basin area at depth at a proposed cost of $131,100.  This exploration program is designed to efficiently explore and evaluate the mineral claims.  If the results of the Company's initial exploration programs are positive and identify a mineral deposit, it will still be necessary for the Company to spend substantial additional funds to prove the Triune Property is a commercially viable mineral deposit or reserve.



We have no employees at this time.  The President of the Company, Kerry McCullagh, and Director, Thornton Donaldson, fulfill all administrative and corporate development functions on behalf of the Company.  We will utilize qualified independent contractors to carry out all work on the Triune Property.  Presently, there are no agreements or understandings to hire such independent contractors.





Results of Operations



Three-Month Period Ended December 31, 2004, compared to December 31, 2003.



We have had no revenues since inception.



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General and Administrative expenses for the three-month period ended December 31, 2004, were $9,053 as compared to $5,864 for the three-month period ended December 31, 2003, representing an increase of 54%.General and Administrative expenses for the six month period ended December 31, 2004, were $15,185 as compared to $8,093 for the six month period ended December 31, 2003, representing an increase of 88%. These increases were primarily attributed to increasing costs relating to professional fees incurred in becoming a reporting issuer.



We incurred no Research and Development costs during the three-month period ended December 31, 2004.



Liquidity and Capital Resources



No securities were issued during this quarterly period.



Our cash position at December 31, 2004, was $31,498 as compared to $26,141 at September 30, 2004, representing an increase of 20.5%.



Our net working capital position (current assets less current liabilities) increased to negative ($36,003) at December 31, 2004 from negative ($28,307) at September 30, 2004, due primarily to expenses incurred in becoming a reporting issuer.



During the three-month period ending December 31, 2004, we met all cash flow needs from the previous sale of restricted common shares, plus funds borrowed by issuance of convertible debentures.



NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS



Except for historical information contained herein, this Form 10-QSB contains express or implied forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act.  We intend that such forward-looking statements be subject to the safe harbors created thereby.  We may make written or oral forward-looking statements from time to time in filings with the SEC, in press releases, quarterly conference calls or otherwise.  The words "believes," "expects," "anticipates," "intends," "forecasts," "project," "plans," "estimates" and similar expressions identify forward-looking statements.  Such statements reflect our current views with respect to future events and financial performance or operations and speak only as of the date the statements are made.



Forward-looking statements involve risks and uncertainties and readers are cautioned not to place undue reliance on forward-looking statements.  Our actual results may differ materially from such statements.  Factors that cause or contribute to such differences include, but are not limited to, those discussed elsewhere in this Form 10-QSB.



Although we believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate with the result that there can be no assurance the results contemplated in such forward-looking statements will be realized. The inclusion of such forward-looking information should not be regarded, as a representation that the future events, plans, or expectations contemplated will be achieved. We undertake no obligation to publicly update, review, or revise any forward-looking statements to reflect any change in our expectations or any change in events, conditions, or circumstances on which any such statements based. Our filings with the SEC may be accessed at the SEC's Web site, www.sec.gov.



Item 3.

Controls and Procedures.



We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our filings under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the periods specified in the rules and forms of the Securities and Exchange Commission.  Such information is accumulated and communicated to our management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our management, including the Chief Executive Officer and the Chief Financial Officer, recognize that any set of controls and

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procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.



Within 45 days prior to the filing date of this quarterly report on Form 10-QSB, we have carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures.  Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.  No changes were made to internal disclosure controls from the prior fiscal quarter.







PART II  OTHER INFORMATION



Item 1.   Legal Proceedings.



We are not a party to any material pending legal proceedings and, to the best of its knowledge, no such action has been threatened by or against us.



Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds.



None,



Item 3.  Defaults Upon Senior Securities



None.



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



None.



Item 5.  Other Information.



None.



Item 6.  Exhibits.



|Exhibit Number

31



32 | Title

Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Principal Executive Officer and Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | Location

Attached



Attached
|------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------





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SIGNATURES



In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.







Imperial Consolidated Capital

(Registrant)



Date: March 7, 2005

/s/ Kerry McCullagh

By:  Kerry McCullagh

President, Chief Financial Officer and Director





Date: March 7, 2005

/s/ Thornton Donaldson

By: Thornton Donaldson

Secretary and Director







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CERTIFICATIONS



I, Kerry McCullagh, President and Chief Financial Officer of the Company certify that:



1.  I have reviewed this quarterly report on Form 10-QSB of Imperial Consolidated Capital;



2.  Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Small Business Issuer as of, and for, the periods presented in this report.



4.  The Small Business Issuers other certifying offering officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Small Business Issuer and have:

a)

Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Small Business Issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)

Evaluated the effectiveness of the Small Business Issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)

Disclosed in this report any change in the Small Business Issuers internal control over financial reporting that occurred during the Small Business Issuers first fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Small Business Issuers internal control over financial reporting; and



5. The Small Business Issuers other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Small Business Issuers auditors and the audit committee of Small Business Issuers board of directors  (or persons performing the equivalent function):

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the ability to record, process, summarize and report financial information; and

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting; and



Date:

March 7, 2005.



/s/ Kerry McCullagh

By:  Kerry McCullagh

President, Chief Financial Officer and Director

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CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)



In connection with the Annual Report of Imperial Consolidated Capital a Nevada corporation (the Company), on Form 10-QSB for the period ending December 31, 2004, as filed with the Securities and Exchange Commission (the Report), I, Kerry McCullagh, President and Chief Financial Officer of the Company, certify, pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350), that to the best of my knowledge:



(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.



Date:

March 7, 2005.



/s/ Kerry McCullagh

By:  Kerry McCullagh

President, Chief Financial Officer and Director