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UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





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FORM 10-QSB





(Mark One)





xQUARTERLY REPORT UNDER SECTION 13 OR 15(d)


OF THE SECURITIES
EXCHANGE ACT OF 1934





For the quarterly period ended June 30, 2002





 ̈ TRANSITION REPORT UNDER SECTION 13 OR 15(d)


OF THE SECURITIES EXCHANGE ACT OF 1934





For the transition period from                  to





Commission file
Number 000-22731





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MINERA ANDES INC.


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





ALBERTA, CANADA


(State or other jurisdiction of incorporation or organization)





NONE


(I.R.S. Employer Identification
No.)





3303 N. SULLIVAN ROAD, SPOKANE, WA 99216


(Address of principal executive offices)





(509) 921-7322


(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  x     No  ̈





Shares outstanding as of July 30, 2002: 34,534,197 shares of
common stock, with no par value





Transitional Small Business Disclosure Format (Check One):
Yes  ̈ No  x





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TABLE OF CONTENTS





PART IFINANCIAL INFORMATIONItem 1.    
Consolidated Financial Statements

3Item 2.    
Managements Discussion and Analysis of Financial Condition and Results of Operations

10PART IIOTHER INFORMATIONItem 2.    
Changes in Securities

12Item 4.    
Submission of Matters to a Vote of Security Holders

12Item 6.    
Exhibits and Reports on Form 8-K

13SIGNATURES

14




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MINERA ANDES INC.


An Exploration Stage Corporation


CONSOLIDATED BALANCE SHEETS


(U.S. Dollars)





June 30, 2002
(Unaudited)


December 31, 2001ASSETSCurrent:Cash and cash equivalents

$
329,316


$
120,985Receivables and prepaid expenses


19,139



17,547Total current assets


348,455



138,532Mineral properties and deferred exploration costs


3,425,348



3,520,389Capital assets, net


7,621



9,148Total assets

$
3,781,424


$
3,668,069LIABILITIESCurrent:Accounts payable and accruals

$
35,346


$
5,269Due to related parties


26,091



103,133Total current liabilities


61,437



108,402SHAREHOLDERS EQUITYShare capital


18,637,339



18,197,422Accumulated deficit


(14,917,352
)


(14,637,755
)Total shareholders equity


3,719,987



3,559,667Total liabilities and shareholders equity

$
3,781,424


$
3,668,069





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




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MINERA ANDES INC.


An Exploration Stage Corporation


CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT


(U.S. DollarsUnaudited)





Three Months Ended


Six Months Ended


Period fromJuly 1, 1994 (commencement) through June 30, 2002June 30, 2001


June 30, 2002


June 30, 2002


June 30, 2001Administration fees

$
6,237


$
6,298


$
12,624


$
12,154


$
243,579Audit and accounting


4,253



4,452



11,436



32,238



344,268Consulting fees


12,532



8,520



23,480



17,239



943,440Depreciation


919



1,070



1,904



2,139



60,239Equipment rental


0



0



0



0



21,522Foreign exchange (gain) loss


(1,134
)


(402
)


12,298



147



419,310Insurance


1,360



6,300



2,720



12,600



232,694Legal


19,917



14,935



30,693



38,009



670,949Maintenance


0



0



0



0



892Materials and supplies


701



0



701



0



46,213Office overhead


26,119



27,596



34,291



42,653



1,402,569Telephone


1,991



5,354



4,435



9,870



360,251Transfer agent


2,155



1,781



3,252



3,354



95,732Travel


4,999



382



8,136



3,511



320,549Wages and benefits


39,390



39,587



80,182



76,416



1,280,407Write-off of deferred costs


0



0



0



0



8,118,123Total expenses


119,439



115,873



226,152



250,330



14,560,737Gain on sale of capital assets


0



(11,812
)


0



(31,920
)


(104,588
)Interest income


(215
)


(28
)


(376
)


(277
)


(452,847
)Net loss for the period


119,224



104,033



225,776



218,133



14,003,302Accumulated deficit, beginning of the period


14,744,307



14,368,166



14,637,755



14,254,066



0Share issue costs


53,821



0



53,821



0



896,835Deficiency on acquisition of subsidiary


0



0



0



0



17,215Accumulated deficit, end of the period

$
14,917,352


$
14,472,199


$
14,917,352


$
14,472,199


$
14,917,352Basic and diluted loss per common share

$
0.001


$
0.01


$
0.01


$
0.01Weighted average shares outstanding


30,359,623



30,046,030



30,203,693



30,031,798





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




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MINERA ANDES INC.


An Exploration Stage Corporation


CONSOLIDATED STATEMENTS OF MINERAL PROPERTIES


AND DEFERRED EXPLORATION COSTS


(U.S. DollarsUnaudited)





Three Months Ended

Six Months Ended


Period from July 1, 1994 (commencement) through June 30, 2002June 30, 2002

June 30, 2001

June 30, 2002


June 30, 2001Administration fees

$
3,903

$
3,937

$
7,960


$
8,534


$
365,959Assays and analytical


0


0


0



0



938,822Construction and trenching


0


0


0



0



507,957Consulting fees


19,651


2,141


23,686



12,526



937,235Depreciation


669


1,840


1,338



4,779



170,205Drilling


0


0


0



0



928,833Equipment rental


0


0


0



0



244,068Geology


0


0


1,125



1,628



2,904,568Geophysics


0


0


0



0



309,902Insurance


2,159


2,635


3,572



5,270



241,816Legal


1,192


194


1,192



28,620



649,597Maintenance


168


741


1,430



1,502



160,495Materials and supplies


108


1,175


161



1,404



433,639Project overhead


1,155


434


1,495



1,868



297,324Property and mineral rights


127


0


1,109



2,364



1,284,263Telephone


773


20


777



292



82,170Travel


6,468


2,162


8,049



4,559



1,012,444Wages and benefits


26,019


24,858


53,065



55,504



998,035Costs incurred during the period


62,392


40,137


104,959



128,850



12,467,332Deferred costs, beginning of the period


3,362,956


3,698,010


3,520,389



3,859,297



0Deferred costs acquired


0


0


0



0



576,139Deferred costs written off


0


0


0



0



(8,118,123
)Mineral property option proceeds


0


0


(200,000
)


(250,000
)


(1,500,000
)Deferred costs, end of the period

$
3,425,348

$
3,738,147

$
3,425,348


$
3,738,147


$
3,425,348





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




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MINERA ANDES INC.


An Exploration Stage Corporation


CONSOLIDATED STATEMENTS OF CASH FLOWS


(U.S. DollarsUnaudited)





Three Months Ended


Six Months Ended


Period from July 1, 1994 (commencement) through June 30, 2002June 30, 2002


June 30, 2002


June 30, 2002


June 30, 2001Operating ActivitiesNet loss for the period

$
(119,224
)

$
(104,033
)

$
(225,776
)

$
(218,133
)

$
(14,003,302
)Adjustments to reconcile net loss to net cash used in operating activities:Write-off of incorporation costs


0



0



0



0



665Write-off of deferred costs


0



0



0



0



8,118,123Depreciation


919



1,070



1,904



2,139



60,239Gain on sale of capital assets


0



(11,812
)


0



(31,920
)


(104,588
)Change in:Receivables and prepaid expense


13,427



(6,225
)


(1,592
)


(24,124
)


(17,153
)Accounts payable and accruals


27,584



(37,268
)


30,077



(17,257
)


16,145Due to related parties


(79,273
)


76,363



(77,042
)


50,988



26,091Cash used in operating activities


(156,567
)


(81,905
)


(272,429
)


(238,307
)


(5,903,780
)Investing ActivitiesIncorporation costs


0



0



0



0



(665
)Proceeds from sale (purchase) of capital assets


(1,715
)


14,980



(1,715
)


44,980



(143,477
)Mineral properties and deferred exploration


(61,723
)


(38,297
)


(103,621
)


(124,071
)


(12,297,127
)Proceeds from sale of subsidiaries


0



0



0



0



9,398Mineral property option proceeds


0



0



200,000



250,000



1,500,000Cash provided by (used in) investing activities


(63,438
)


(23,317
)


94,664



170,909



(10,931,871
)Financing ActivitiesShares and subscriptions issued for cash, less issue costs


386,096



0



386,096



7,558



17,164,967Cash provided by financing activities


386,096



0



386,096



7,558



17,164,967Increase (decrease) in cash and cash equivalents


166,091



(105,222
)


208,331



(59,840
)


329,316Cash and cash equivalents, beginning of the period


163,225



147,200



120,985



101,818



0Cash and cash equivalents, end of the period

$
329,316


$
41,978


$
329,316


$
41,978


$
329,316





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




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MINERA ANDES INC.


An Exploration Stage Corporation





NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS


(U.S. Dollars-Unaudited)





1.    Accounting Policies, Financial Condition and Liquidity





The
accompanying consolidated financial statements of Minera Andes Inc. (the Corporation) for the three month and six month periods ended June 30, 2002 and 2001 and for the period from commencement (July 1, 1994) through June 30, 2002 have
been prepared in accordance with accounting principles generally accepted in Canada which differ in certain respects from principles and practices generally accepted in the United States, as described in Note 2. Also, they are unaudited but, in the
opinion of management, include all adjustments, consisting only of normal recurring items, necessary for a fair presentation. Interim results are not necessarily indicative of results which may be achieved in the future. The December 31, 2001
financial information has been derived from the Corporations audited consolidated financial statements.





These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2001. The accounting policies set forth in the audited annual
consolidated financial statements are the same as the accounting policies utilized in the preparation of these consolidated financial statements, except as modified for appropriate interim presentation.





The recoverability of amounts shown as mineral properties and deferred exploration costs is dependent upon the existence of economically
recoverable reserves, the ability of the Corporation to obtain necessary financing to complete their development, and future profitable production or disposition thereof. The accompanying consolidated financial statements have been prepared using
accounting principles generally accepted in Canada applicable to a going concern. The use of such principles may not be appropriate because, as of June 30, 2002, there was significant doubt that the Corporation would be able to continue as a going
concern.





For the six months ended June 30, 2002, the Corporation had a loss of approximately $226,000 and an
accumulated deficit of approximately $14.9 million. In addition, due to the nature of the mining business, the acquisition, exploration and development of mineral properties requires significant expenditures prior to the commencement of production.
To date, the Corporation has financed its activities through the sale of equity securities and joint venture arrangements. The Corporation expects to use similar financing techniques in the future and is actively pursuing such additional sources of
financing.





Although there is no assurance that the Corporation will be successful in these actions, management
believes that they will be able to secure the necessary financing to enable it to continue as a going concern. Accordingly, these financial statements do not reflect adjustments to the carrying value of assets and liabilities, the reported revenues
and expenses and balance sheet classifications used that would be necessary if the going concern assumption were not appropriate. Such adjustments could be material.





2.    Differences Between Canadian and United States Generally Accepted Accounting Principles





Differences between Canadian and U.S. generally accepted accounting principles (GAAP) as they pertain to the Corporation relate to accounting for loss per
share, the acquisition of Scotia Prime Minerals, Incorporated, compensation expense associated with the release of shares from escrow, mineral properties and deferred exploration costs and stock-based compensation and are described in Note 10 to the
Corporations consolidated financial statements for the year ended December 31, 2001.




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The impact of the above on the interim consolidated financial statements is as
follows:





June 30, 2002


Dec. 31, 2001Shareholders equity, end of period, per Canadian GAAP

$
3,719,987


$
3,559,667Adjustment for acquisition and deferred exploration costs


(3,425,348
)


(3,520,389
)Shareholders equity, end of period, per U.S. GAAP

$
294,639


$
39,278





Three Months Ended

Six Months Ended

Period from July
1, 1994 (commencement) through June 30, 2002June 30, 2002

June 30, 2001

June 30, 2002


June 30, 2001Net loss for the period, per Canadian GAAP

$
119,224

$
104,033

$
225,776


$
218,133

$
14,003,302Adjustment for acquisition of Scotia


0


0


0



0


248,590Adjustment for compensation expense


0


0


0



0


6,324,914Adjustment for deferred exploration costs, net


62,392


40,137


(95,041
)


126,486


3,425,348Net loss for period, per U.S. GAAP

$
181,616

$
144,170

$
130,735


$
344,619

$
24,002,154Net loss per common share, per U.S. GAAP, basic and diluted

$
0.01

$
0.01

$
0.01


$
0.01





3.    Changes to Share Capital





On June 25, 2002, the Corporation raised gross proceeds totaling Cdn$662,500 (US$432,498) by way of a private placement through the
issuance of 4,416,667 units at a price of Cdn$0.15 per unit. Each unit consists of one common share and one-half common share purchase warrant. Each whole warrant entitles the holder to purchase one additional common share at an exercise price of
Cdn$0.35 for a period of 12 months. Each whole warrant has a forced exercise clause (starting when the units are exercisable), whereby the subscribers must exercise warrants into common shares if the average price of the common shares of the
Corporation is equal to or greater than Cdn$0.50 per common share for a period of 30 consecutive trading days. Under the transaction, Haywood Securities Inc. (Haywood) acted as the agent and received a 7 percent cash commission. In
addition, Haywood received broker warrants equal to 10 percent of the 4,416,667 share private placement. Each broker warrant, upon exercise, will entitle the holder to purchase one common share of the Corporation at a price of Cdn$0.15 for a period
of 12 months. The units are subject to a four-month hold period from the date of closing .




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In addition, during the quarter ended June 30, 2002 the Corporation issued 71,500
shares for the exercise of stock options and received proceeds of Cdn$11,440 (US$7,419).





4.    Basic and Diluted
Loss Per Common Share





Basic earnings per share (EPS) is calculated by dividing loss applicable to common
shareholders by the weighted-average number of common shares outstanding for the year. Diluted EPS reflects the potential dilution that could occur if potentially dilutive securities were exercised or converted to common stock. Due to the losses in
the 2002 and 2001 periods, potentially dilutive securities were excluded from the calculation of diluted EPS, as they were anti-dilutive. Therefore, there was no difference in the calculation of basic and diluted EPS in 2002 and 2001.





5.    Mineral Properties and Deferred Exploration Costs





In January 2002, Argentine laws went into effect on all dollar contracts, whereby they were converted to pesos at a ratio of one peso equals one dollar. The Argentine
government also put into place laws that prohibit Argentine companies from transferring money out of the country.





The new laws also provide that the parties to an agreement affected by these changes will negotiate a restructuring of their respective obligations, attempting to share in an equitable manner the effects of change in exchange rate
within 180 days. If an agreement cannot be reached, the parties can follow mediation procedures in the appropriate tribunals. During the restructuring or mediation procedure the debtor party cannot refuse to make payments and the creditor cannot
refuse to accept payment.





The agreements on the Chubut properties are between Argentine subsidiaries of Minera
Andes Inc. and Brancote Holdings PLC (Brancote) and are affected by these laws. Brancote and the Corporation are not Argentine companies. The agreements are in U.S. dollars and the payment was specified to be made to an account outside
the country. The Corporation is currently seeking legal advice inside and out of Argentina, and is not able to ascertain the impact that the law and currency changes in Argentina will have on the Corporation.





Brancote has tendered payment in pesos because all Argentine contracts were converted to pesos, however the Corporation has not taken the
money because we are in dispute over the payment in pesos instead of U.S. dollars. Negotiations are ongoing.





In
the six months ended June 30, 2002, the Corporation received $200,000 from Mauricio Hochschild & Cia. Ltda. under the option and joint venture agreement signed on March 15, 2001, for the exploration and possible development of the
Corporations El Pluma/Cerro Saavedra properties in Santa Cruz province.





6.    New Accounting Pronouncement





On July 30, 2002, the FASB issued Statement of Financial Accounting Standards No. 146 (SFAS No.
146), Accounting for Costs Associated with Exit or Disposal Activities. SFAS No. 146 requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an
exit or disposal plan. Examples of costs covered by the standard include lease termination costs and certain employee severance costs that are associated with a restructuring, discontinued operation, plant closing, or other exit or disposal
activity. SFAS No. 146 replaces the prior guidance that was provided by EITF Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring). SFAS No. 146 is to be applied prospectively to exit or disposal activities initiated after December 31, 2002.




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





Note Regarding Forward-Looking Statements





The information in this report includes
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (1934 Act), and is subject to the safe harbor created by those sections.
Factors that could cause results to differ materially from those projected include, but are not limited to, results of current exploration activities, the market price of precious and base metals, the availability of joint venture partners or
sources of financing, and other risk factors detailed in the Corporations Securities and Exchange Commission filings.





Overview





The principal business of the Corporation is the exploration and development of mineral properties, located
primarily in the Republic of Argentina, consisting of mineral rights and applications for mineral rights, covering approximately 163,000 hectares in three provinces in Argentina. The Corporation carries out its business by acquiring, exploring and
evaluating mineral properties through its ongoing exploration program. Following exploration, the Corporation either seeks to enter joint ventures to further develop these properties or disposes of them if the properties do not meet the
Corporations requirements. The Corporations properties are all early stage exploration properties and no proven or probable reserves have been identified.





Plan of Operations





The Corporation has working capital of
approximately $287,000. Management believes that this will be sufficient, together with funds from the joint ventures on the El Pluma/Cerro Saavedra and Chubut properties, to cover its budgeted expenditures for mineral property and exploration
activities on its properties in Argentina, and general and administrative expenses through at least the end of 2002; however, the Corporation believes it may seek to raise additional funds during 2002.





On March 15, 2001, Minera Andes Inc. signed an option and joint venture agreement with Mauricio Hochschild & Cia. Ltda. (Hochschild),
Lima, Peru, for the exploration and possible development of Minera Andes 217,000-acre (88,000 hectares) epithermal gold-silver exploration land package in southern Argentina. The land package, known as El Pluma/Cerro Saavedra, includes Huevos
Verdes, a high-grade gold/silver vein system target, and Minera Andes most advanced exploration prospect. Hochschild immediately began exploration work on El Pluma/Cerro Saavedra.





Under the agreement, Hochschild can earn a 51 percent ownership in El Pluma/Cerro Saavedra by spending a total of $3 million in three years, and a minimum of $100,000 per
year on exploration targets within El Pluma/Cerro Saavedra other than Huevos Verdes, the most advanced prospect. In addition, Hochschild will make semi-annual payments totaling $400,000 per year until pilot plant production is achieved. To date, the
Corporation has received $600,000 in semi-annual payments





The agreement also outlines a business plan for
possible mining production based on the positive exploration results achieved to date by Minera Andes at Huevos Verdes.





Once Hochschild vests at 51 percent ownership, Minera Andes will have the option of participating in the development of a pilot production plant that would process a minimum of 50 tons per day (tpd). Minera Andes may participate on
either a pro-rata basis, or by choosing to retain a 35 percent carried ownership interest. Upon the successful completion and operation of the 50 tpd plant, Minera Andes would have the option of participating on a pro-rata basis, or
choosing a 15 percent interest in return to being carried to first production of 500 tpd.




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The Corporation has budgeted and plans to spend approximately $300,000 on its
mineral property and exploration activities and general and administrative expenses for the balance of the year ending December 31, 2002, with most properties being kept on care and maintenance. While the Corporations existing funds and
estimated receipts under the joint venture should be sufficient, the Corporation will also try to raise additional funding during the next few months in order to continue its operations over the longer term. If additional funds are raised during
2002, through the exercise of warrants or options, through a further equity financing, by the sale of property interests or by joint venture financing, additional exploration could be planned and carried out. If the Corporation were to develop a
property or a group of properties beyond the exploration stage, substantial additional financing would be necessary. Such financing would likely be in the form of equity, debt, or a combination of equity and debt. The Corporation is working on
various plans to obtain such financing but there is no assurance that such financing, would be available to the Corporation on favorable terms.





Results of Operations





Second quarter 2002 compared with second quarter 2001





The Corporation had a net loss of $119,000 for the second quarter of 2002, compared with a net loss of $104,000 for the second quarter of
2001, as the Corporation continued keep costs at reduced levels. Total mineral property and deferred exploration costs were $62,000 during the second quarter of 2002, compared with $40,000 spent in the second quarter of 2001. The Corporation is
maintaining its staff in Argentina at minimum levels.





Six months ended June 30, 2002 compared with the six months ended June 30, 2001





The Corporation had a net loss of $226,000 for the six months ended June 30, 2002, compared with a net loss
of $218,000 for the comparable period in 2001. Total mineral property and deferred exploration costs for the six months were $105,000 in 2002 and $129,000 in the comparable period of 2001(before mineral property option proceeds). Expenditures in
both years were focused on the El Pluma/Cerro Saavedra property. Deferred expenditures related to mineral properties and exploration were $3,425,000 at June 30, 2002, compared with $3,738,000 at June 30, 2001.





Liquidity and Capital Resources





Due to the nature of the mining industry, the acquisition, exploration and development of mineral properties requires significant expenditures prior to the commencement of production. To date, the Corporation has financed its
activities through the sale of equity securities and joint venture arrangements. The Corporation expects to use similar financing techniques in the future. However, there can be no assurance that the Corporation will be successful with such
financings. See Plan of Operations.





At June 30, 2002, the Corporation had cash and cash equivalents
of $329,000, compared to $42,000 at June 30, 2001. Working capital at June 30, 2002 was $287,000. The Corporations operating activities used $272,000 for the first six months of 2002, compared with $238,000 in 2001. Investing activities
provided $95,000 in the 2002 period compared with $171,000 in 2001with the receipt of $200,000 in mineral property option proceeds in the first six months of 2002 . The focus in both periods in 2002 and 2001 was on the El Pluma/Cerro Saavedra
property. The Corporations expenditures are reduced as a result of the Hochschild joint venture option payments to the Corporation for the property.




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The Corporationss financing activities generated net proceeds of $386,000
in the second quarter of 2002, compared to zero in 2001. Cash and cash equivalents increased by $208,000 in the first six months of 2002, due to financing activities (discussed in Note 3), compared to a decrease of $60,000 of in the same period in
2001.The recoverability of amounts shown as mineral properties and deferred exploration costs is dependent upon the existence of economically recoverable reserves, the ability of the Corporation to obtain necessary financing to complete
their development, and future profitable production or disposition thereof. The accompanying consolidated financial statements have been prepared using accounting principles generally accepted in Canada applicable to a going concern. The use of such
principles may not be appropriate because, as of June 30, 2002, there was significant doubt that the Corporation would be able to continue as a going concern.





For the six months ended June 30, 2002, the Corporation had a loss of approximately $226,000 and an accumulated deficit of approximately $14.9 million. In addition, due to
the nature of the mining business, the acquisition, exploration and development of mineral properties requires significant expenditures prior to the commencement of production. To date, the Corporation has financed its activities through the sale of
equity securities and joint venture arrangements. The Corporation expects to use similar financing techniques in the future and is actively pursuing such additional sources of financing.





Although there is no assurance that the Corporation will be successful in these actions, management believes that they will be able to secure the necessary financing to
enable it to continue as a going concern. Accordingly, these financial statements do not reflect adjustments to the carrying value of assets and liabilities, the reported revenues and expenses and balance sheet classifications used that would be
necessary if the going concern assumption were not appropriate. Such adjustments could be material.





New Accounting Pronouncement





On July 30, 2002, the FASB issued Statement of Financial Accounting Standards No. 146 (SFAS No.
146), Accounting for Costs Associated with Exit or Disposal Activities. SFAS No. 146 requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an
exit or disposal plan. Examples of costs covered by the standard include lease termination costs and certain employee severance costs that are associated with a restructuring, discontinued operation, plant closing, or other exit or disposal
activity. SFAS No. 146 replaces the prior guidance that was provided by EITF Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring). SFAS No. 146 is to be applied prospectively to exit or disposal activities initiated after December 31, 2002.





PART IIOTHER INFORMATION





Item 2.    Changes in Securities





On June 25, 2002, the Corporation
sold 4,416,667 units to 28 accredited investors for Cdn$0.15 per unit for an aggregate of Cdn$662,500 (US$432,498). Each unit consists of one common share and one-half common share purchase warrant. Each whole warrant entitles the holder to purchase
one additional common share at an exercise price of Cdn$0.35 for a period of 12 months. Each whole warrant has a forced exercise clause (starting when the units are exercisable), whereby the subscribers must exercise warrants into common shares if
the average price of the common shares of the Corporation is equal to or greater than Cdn$0.50 per common share for a period of 30 consecutive trading days.





The sale of the units was exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Rule 506 of Regulation D thereof and the rules and regulations thereunder.





Under the transaction, Haywood Securities Inc. (Haywood) acted as the agent and received a 7 percent
cash commission. In addition, Haywood received broker warrants equal to 10 percent of the 4,416,667 share private placement. Each broker warrant, upon exercise, will entitle the holder to purchase one common share of the Corporation at a price of
Cdn$0.15 for a period of 12 months. The units are subject to a four-month hold period from the date of closing.





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





| | a. |  | The Corporation held its annual general and special meeting of shareholders in Spokane, Washington on June 7, 2002.
| | -- |  | -------------------------------------------------------------------------------------------------------------------



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|b. |  | The following directors were elected at the meeting: Allen V. Ambrose, John Johnson Crabb, Gary A. Craig, A.D. Drummond, Bonnie L. Kuhn and Allan J. Marter.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------




|c. |  | The following matters were voted on at the meeting:
|-- |  | ---------------------------------------------------




Matters

For

Against

Withheld

Abstentions/ Broker Non-VotesOrdinary resolution setting the number of directors at six (6):

12,370,510

49,700



13,815Election of directors for the ensuing year to be Allen V. Ambrose, Gary A. Craig, Bonnie L. Kuhn, John Johnson Crabb,
A.D. Drummond, and Allan J. Marter

12,389,375



44,650Appointment of BDO Dunwoody LLP as auditor for the ensuing year at a remuneration to be fixed by the
directors:

12,341,210



88,815

4,000





Item 6.    Exhibits and Reports on Form 8-K





|a. |  | Exhibits:
|-- |  | ---------




| |  | 99.1     Officers Certificate for Allen V. Ambrose
| |  | ---------------------------------------------------

| |  | 99.2     Officers Certificate for Bonnie L. Kuhn
| |  | -------------------------------------------------




|b. |  | Reports on Form 8-K:  None
|-- |  | --------------------------



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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.





MINERA ANDES INC.Date:  August 7, 2002



By:

/s/    ALLEN V.
AMBROSEAllen V. Ambrose President





Date:  August 7, 2002



By:

/s/    BONNIE L.
KUHNBonnie L. Kuhn Chief Financial
Officer and Secretary




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