**UNITEDSTATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549**

**FORM 10-QSB/A**

**AmendmentNo. 1**
| **x**      | ** ** | **QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF  THE SECURITIES EXCHANGE ACT OF 1934**  |
|------------|------------|-----------------------------------------------------------------------------------------|
| ** ** | ** ** | ** **                                                                              |
| ** ** |       | **For the  quarterly period ended March 31, 2007**                                      |
| ** ** |       | ** **                                                                              |
| **o**      | ** ** | **TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF  THE SECURITIES EXCHANGE ACT OF 1934** |

 

**For thetransition period from             to             **

**IdahoGeneral Mines, Inc.**(Name of small business issuer in itscharter)

| **IDAHO**                          |   | **000-50539**           |   | **91-0232000**       |
|------------------------------------|--------|-------------------------|--------|----------------------|
| (State or other  jurisdiction      |   | Commission File  Number |   | (I.R.S. Employer     |
| of incorporation  or organization) |   |                    |   | Identification  No.) |

 

**10 North Post St., Suite 610**

**Spokane, WA 99201**

**Telephone: (509) 838-1213**

(Address and telephonenumber of principal executive offices)

Checkwhether the issuer (1) filed all reports required to be filed by Section 13 or15(d) of the Exchange Act during the past 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for at least the past 90 days. **YES ****x NO ****o**

Indicateby check mark whether the registrant is a shell company (as defined in Rule 12b-2of the Exchange Act).  **YES ****o NO ****x**

Thenumber of shares outstanding of registrant’s common stock as of May 10, 2007was 54,363,631.

Transitional SmallBusiness Disclosure Format (check one): **YES ****o NO ****x**

 

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**EXPLANATORYNOTE**

Idaho General Mines, Inc.(the “Company”) is filing this Amendment No. 1 on Form 10-QSB/A (this“Amendment”) solely to correct certain inconsistencies contained in PART I –Item 2 – Management’s Discussion and Analysis of Financial Condition andResults of Operations in the Company’s Quarterly Report on Form 10-QSB for theperiod ended March 31, 2007, as filed with the U.S. Securities and ExchangeCommission on May 16, 2007 (the “Original Filing”). We have restated this itemin its entirety in this Amendment. 

The corrections toManagement’s Discussion and Analysis of Financial Condition and Results ofOperations are located under “Liquidity and Capital Resources” contained inItem 2 on page 23 of the Original Filing, where the Company provided a chart ofits contractual obligations for payments under the Mount Hope leaseagreement.  The disclosure has been revisedto accurately describe these obligations, consistent with a similar chartlocated on page 16 of the Original Filing (which remains unchanged).

No other information in the Original Filing is modified. 

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**ITEM 2.**                                                     MANAGEMENT’SDISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussionof our financial condition and plan of operations constitutes management’sreview of the factors that affected our financial and operating performance forthe three months ended March 31, 2007 and 2006. This discussion should be read in conjunction with the financialstatements and notes thereto contained elsewhere in this report and in our Form10-KSB, for the year ended December 31, 2006.

**Overview**

We are in the business ofthe exploration, development and, if warranted, the mining of propertiescontaining molybdenum, as well as silver, gold, base metals and other specialtymetals. We currently have a 30-year renewable lease for the lands relatedto, possess surface rights for, and own patented and unpatented claims to, theMount Hope Project, a primary molybdenum property, located in Eureka County,Nevada. In 2006, we acquired a second significant molybdenum project, theHall-Tonopah project, located in Nye County, Nevada. We also own otherproperties and mineral rights on which we intend to conduct mineral explorationand evaluation for determining economic viability for further development. Wecontinue to identify, investigate, and acquire other potential properties forfuture development.

**MountHope**.  InNovember 2004, we entered into an option agreement with Mount HopeMines, Inc., or MHMI, pursuant to which we were granted an exclusiveone-year option to enter into a lease agreement for Mount Hope’s previously drilledmolybdenum deposit consisting of 13 patented claims and 109 unpatented claimsin Eureka County, Nevada, for a lease period of 30 years.  In April 2005, we completed a Phase 1Mine Feasibility Study with respect to Mount Hope and began the permitting processfor placing into production an open pit molybdenum mine, concentrator andprocessing facility capable of producing 40,000 tonnes (44,093 tons) of ore perday. In October 2005, we exercised the option and our lease agreement withMHMI became effective.

In December 2005, wecompleted a Technical Report which evaluated the potential to profitablyextract the deeper portion of the Mount Hope deposit and augmented the mineplan contained in the 2005 Phase I Mine Feasibility Study. The augmented mine plancurrently allows for the mining and processing of 920 million tonnes (1.0billion tons) of molybdenum bearing rock over a mine production life of 50 ormore years.

We are currentlyin the process of developing a new bankable feasibility study with respect tothe Mount Hope Project, which is scheduled to be completed by July 2007.The bankable feasibility study will include optimized mine and waste rockplacement plans as well as revised estimates for capital and operating costs inlight of industry wide increases in input commodity, labor and constructioncosts over the last two years.  As we arecurrently focused primarily on the development of the Mount Hope Project, we donot expect to generate revenues from operations before production of molybdenumbegins at the Mount Hope Project.

**HallTonopah**.  InMarch 2006, we purchased from High Desert Winds LLC it’s approximately tensquare mile property in Nye County, Nevada, including water rights, mineral andsurface rights, buildings and certain equipment. The property includes the former Hall molybdenum and copper depositwhich was mined by open pit methods between 1982 and 1985 by the AnacondaMinerals Company and between 1988 and 1991 by Cyprus Metals Company for molybdenum. EquatorialTonopah, Inc. mined copper from 1999 to 2000 on this property. Much of thedeposit was drilled but not developed or mined.

In January 2007, wepurchased 100% of the Stock in Equatorial Mining North America, Inc. andits two subsidiaries, which owned a 12% net smelter returns royalty on theHall-Tonopah property, from Equatorial Mining Pty. Limited.

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In January 2007, wealso began a drilling program at Hall-Tonopah on the molybdenum mineralizationof the existing molybdenum pit developed by Cyprus and an east extensionmineralized area near the top of the east side of the existing pit. $2.2million was budgeted for exploratory and mineralization confirmation drilling.This program includes 13 RC drill holes and six diamond drill holes. We expectcompletion and results of this drilling program in the second quarter of 2007.Assay data will be confirmed through our geological quality control program andthen incorporated into a mineralization model.

We also currently ownseveral other properties located in the western United States.  These properties include additionaladvanced-stage molybdenum deposits as well as copper and gold deposits.

**Critical Accounting Estimates**

**Estimates**

The process of preparingfinancial statements in conformity with US GAAP requires the use of estimatesand assumptions regarding certain types of assets, liabilities, revenues, andexpenses.  Such estimates primarilyrelate to unsettled transactions and events as of the date of the financialstatements.  Accordingly, uponsettlement, actual results may differ from estimated amounts.

**Basic andDiluted Net Loss Per Share**

Net loss per share wascomputed by dividing the net loss by the weighted average number of sharesoutstanding during the period.  Theweighted average number of shares was calculated by taking the number of sharesoutstanding and weighting them by the amount of time that they wereoutstanding.

**MineralExploration and Development Costs**

All explorationexpenditures are expensed as incurred. Significant property acquisition paymentsfor active exploration properties are capitalized.  If no mineable orebody is discovered,previously capitalized costs are expensed in the period the property isabandoned.  Expenditures to develop newmines, to define further mineralization in existing mineral deposits, and, inthe future, to expand the capacity of operating mines, will be capitalized andamortized on a units of production basis over the economically demonstratedproven and probable reserves.

Should a property beabandoned, its capitalized costs are charged to operations.  We charge to operations the allocable portionof capitalized costs attributable to properties sold.  Capitalized costs are allocated to propertiessold based on the proportion of claims sold to the claims remaining within theproject area.

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**MiningClaims and Land**

Costs of acquiring anddeveloping mineral properties are capitalized as appropriate by projectarea.  Exploration and related costs andcosts to maintain mineral rights and leases are expensed as incurred.  When a property reaches the production stage,the related capitalized costs are amortized using the units-of-productionmethod on the basis of periodic estimates of ore reserves.  Mineral properties are periodically assessedfor impairment of value, and any subsequent losses are charged to operations atthe time of impairment.  If a property isabandoned or sold, its capitalized costs are charged to operations.

**Provisionfor Taxes**

Income taxes are providedbased upon the liability method of accounting pursuant to the Statement ofFinancial Accounting Standards No. 109, “Accounting for Income Taxes” (“**SFAS No. 109**”). Under this approach, deferred income taxes are recorded to reflect thetax consequences in future years of differences between the tax basis of assetsand liabilities and their financial reporting amounts at each year-end.  A valuation allowance is recorded against thedeferred tax asset if management does not believe we have met the “more likelythan not” standard imposed by SFAS No. 109 to allow recognition of such anasset.

**Propertyand Equipment**

Property and equipmentare being depreciated over useful lives of three to seven years usingstraight-line depreciation.

**Share-Based Compensation**

We account forstock-based compensation in accordance with SFAS No. 123(R), *Share-Based Payment*. Under the fair valuerecognition provisions of this statement, share-based compensation cost ismeasured at the grant date based on the value of the award and is recognized asexpense over the vesting period. Determining the fair value of share-basedawards at the grant date requires judgment, including estimating expecteddividends. In addition, judgment is also required in estimating the amount ofshare-based awards that are expected to be forfeited. If actual results differsignificantly from these estimates, stock-based compensation expense and ourresults of operations could be materially impacted.

**Resultsof Operations for the Three Months Ended March 31, 2007**

**Compared to Three Months Ended March 31, 2006**

We are classified as anexploration stage company with no producing mines and, accordingly, we do notproduce income.  Our net loss for thethree months ended March 31, 2007 was $(9,146,741) as compared to a net loss of$(2,070,417) for the three months

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ended March 31,2006.  The increase of $7,076,324 isattributable primarily to increased exploration and documentation studiesrequired to complete our Environmental Impact Statement and our bankablefeasibility study at Mount Hope significantly contributed to additionaloperating expenses.  We also incurredhigher corporate and administrative costs in a number of areas consistent withour substantially increased activity levels. These costs include employee compensation expenses, expansion ofcorporate personnel and associated costs, marketing and investor relationsexpenses, general legal expenses, and accounting and compliance issuesreflecting the greater complexity of our operations.

Exploration anddevelopment expenditures of $3,911,809 were incurred at the Mount Hope Projectand the Hall Tonopah Project during the three months ended March 31, 2007 asexploration and development activity proceeded at a very aggressive pace.  This is consistent with our stated objectiveto complete our Mount Hope Project plans and to focus on the permittingrequired to bring the project to commercial production.  All of the expenditures during the threemonths ended March 31, 2007 were related to this objective, and associated feasibilitystudy costs represent the majority of expenditures at the Mount Hope Project.

**Liquidity and Capital Resources**

We have limited capitalresources and thus have to rely upon the sale of equity and debt securities forthe cash required for exploration and development purposes, for acquisitionsand to fund our administration.  Since wedo not expect to generate any revenues in the near future, we must continue torely upon the sale of our equity and debt securities to raise capital.  There can be no assurance that financing,whether debt or equity, will always be available to us in the amount requiredat any particular time or for any period or, if available, that it can beobtained on terms satisfactory to us.

Our cash balance at March31, 2007 was $24,022,646 compared to $25,860,966 at March 31, 2006.  Total assets at March 31, 2007 were$37,999,016 compared to $30,907,250 at March 31, 2006.  The change in these balances reflects thepurchase of property and water rights for our Mount Hope project and thepurchase of Equatorial Mining North America to secure the royalty at our HallTonopah project offset by proceeds received in March, 2007, from a privateplacement of equity.  Liabilities atMarch 31, 2007 were $2,987,436 compared to $305,220 at March 31, 2006.  This increase in payables reflects ourincreased accounts payable due to increased drilling expenses and expensesrelated to the completion of our bankable feasibility study.

On January 10, 2006,we concluded a private placement of 3,441,936 units at a price of $1.10 perunit.  Each unit consisted of one shareof our common stock and one-half of one warrant to purchase one share of ourcommon stock.   Each whole warrant isexercisable for 24 months from the date of issuance and carries an exerciseprice of $1.75 per whole share.  Thegross proceeds of this offering were $3,786,129 and, after payment of salescommissions and finder’s fees, we received net proceeds of $3,620,730.

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On February 15,2006, we concluded a private placement of 15,000,000 units at a price of $2.00per unit. Each unit consisted of one share of our common stock and a warrant topurchase one-half of a share of our common stock. Each whole warrant isexercisable for five years from the date of issuance and carries an exerciseprice of $3.75 per whole share.  Thegross proceeds of this offering were $30,000,000 and, after payment of salescommissions and finder’s fees, we received net proceeds of $27,875,000.  In the aggregate, we issued 15 million sharesof common stock and warrants to purchase an additional 8.3 million shares,including warrants issued as compensation to the placement agent.

In January 2007, weentered into a note to purchase a 2007 1 ton pickup for $30,451 at an impliedinterest rate of 7.2% and with a term of three years.

InDecember 2006, we entered into two five year capital leases for officeequipment. In December 2006 we also entered into a note to purchase a 20071 ton pickup for $33,571 at an interest rate of 0.9% and with a term of threeyears. The table below shows these obligations over the next five years.
| **Year**                  | ** ** | **Lease Payment** | ** ** | **Interest on Leases** | ** ** | **Note Payment** | ** ** | **Note Interest** | ** ** |
|---------------------------|------------|------------------------|------------|----------------------------------|------------|-----------------------|------------|------------------------|------------|
| 2007 (Remaining  portion) |       | 7,731                  |       | 1,607                            |       | 16,997                |       | 1,582                  |       |
| 2008                      |       | 10,308                 |       | 1,751                            |       | 22,667                |       | 1,404                  |       |
| 2009                      |       | 10,308                 |       | 1,280                            |       | 22,667                |       | 551                    |       |
| 2010                      |       | 10,308                 |       | 780                              |       | 943                   |       | 6                      |       |
| 2011                      |       | 9,449                  |       | 251                              |       | —                |       | —                 |       |
| Total                     |       | $                      | 48,104     |                             | $          | 5,669                 |       | $                      | 63,274     |   | $ | 3,543 |   |
|                           |            |                        |            |                                  |            |                       |            |                        |            |  |  |  |  |

 

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Set forth below is a schedule of our contractual obligations forpayments under the Mount Hope lease agreement:

 

 
| Date                                                | ** ** | **Fixed Payment** | ** **  | **Project Financing  Received by Date  Indicated**                           | ** ** | **Project Financing Not  Received and Deferral  Elected**                                                                                                             |
|-----------------------------------------------------|------------|-------------------|-------------|------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| April 19, 2007                                 |       | $                 | 125,000     |                                                                         |       |                                                                                                                                                                  |   |
|                                                |       |              |        |                                                                         |       |                                                                                                                                                                  |   |
| October 19, 2007                               |       | $                 | 350,000     |                                                                         |       |                                                                                                                                                                  |   |
|                                                |       |              |        |                                                                         |       |                                                                                                                                                                  |   |
| October 19, 2008                               |       |              |        | Greater of 3% of  Construction Capital Cost Estimate or $2,500,000 (1)(3)(4) |       | $350,000                                                                                                                                                              |
|                                                |       |              |        |                                                                         |       |                                                                                                                                                                  |
| October 19, 2009                               |       |              |        | Greater of 3% of  Construction Capital Cost Estimate or $2,500,000 (1)(3)(4) |       | $350,000                                                                                                                                                              |
|                                                |       |              |        |                                                                         |       |                                                                                                                                                                  |
| October 19, 2010                               |       |              |        | $2,500,000 (3)                                                               |       | Greater of  $2,500,000 or 3% of Construction Capital Cost Estimate (3)(4)                                                                                             |
|                                                |       |              |        |                                                                         |       |                                                                                                                                                                  |
| October 19, 2011                               |       |              |        | 3% of  Construction Capital Cost Estimate (3)(4)                             |       | Greater of (a)  $2,500,000 or (b) if 3% of Construction Capital Cost Estimate is greater than  $2,500,000, then 50% of the difference between 3% and 2,500,000 (3)(4) |
|                                                |       |              |        |                                                                         |       |                                                                                                                                                                  |
| October 19, 2012                               |       |              |        | 3% of  Construction Capital Cost Estimate (3)(4)                             |       | Greater of (a)  $2,500,000 or (b) if 3% of Construction Capital Cost Estimate is greater than  $2,500,000, then 50% of the difference between 3% and 2,500,000 (3)(4) |
|                                                |       |              |        |                                                                         |       |                                                                                                                                                                  |
| October 19, 2013 and  each year thereafter (3) |       | $                 | 500,000 (3) |                                                                         |       |                                                                                                                                                                  |   |
|                                                     |            |                   |             |                                                                              |            |                                                                                                                                                                       |  |  |

 

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(1)          IfProject Financing is not received by October 19, 2008, we may elect todefer this payment and proceed to make the payments under the column labeled “ProjectFinancing Not Received and Deferral Elected.” If prior to making all of the payments under the column “ProjectFinancing Not Received and Deferral Elected” we obtain project financing, wewould be required to make this payment and to pay $500,000 each yearthereafter.

(2)   In addition to thepayments above, we are required to pay to MHMI a production royalty after thecommencement of Commercial Production of the greater of (i) $.20/lb ofmolybdenum metal (or the equivalent thereof if another Product is sold) soldfrom the property (not to exceed the amount of Net Returns we receive for thoseproducts) or (ii) 3% of the Net Returns, subject to certain adjustments as setforth in the lease.

(3)   To be offset fromthe production royalty described in (3) above. We may recover the aggregate of these payments by retaining 50% of eachproduction royalty payment due to MHMI.

(4)   “ConstructionCapital Cost Estimate” means our projected costs plus 10% to put the Mount Hopeproperty into commercial production.

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In addition, inconnection with our purchase of the Hall Tonopah Property, we agreed to make adeferred payment of up to an additional $1,000,000 in purchase price which ispayable, if at all, on or before March 17, 2008 depending on the outcomeof activities at the property.

**Changes in Accounting Policies**

We did not change ouraccounting policies during the three months ended March 31, 2007.

**Special Note Regarding Forward-Looking Statements**

Certain statements inthis report may constitute forward-looking statements, which involve known andunknown risks, uncertainties and other factors, which may cause actual results,performance or achievements of our company, the Mount Hope project, HallTonopah project and our other projects, or industry results, to be materiallydifferent from any future results, performance or achievements expressed orimplied by such forward-looking statements. We use the words “may”, “will”, “believe”, “expect”, “anticipate”, “intend”,“future”, “plan”, “estimate”, “potential” and other similar expressions toidentify forward-looking statements. Forward-looking statements may include, but are not limited to,statements with respect to the following:

·                  the timing and possible outcome ofpending regulatory and permitting matters;

·                  the parameters and design of ourplanned initial mining facilities at the Mount Hope Project;

·                  future financial or operatingperformances of our company and our projects;

·                  the estimation and realization of mineralization,if any;

·                  the timing of exploration,development and production activities and estimated future production, if any;

·                  estimates related to costs ofproduction, capital, operating and exploration expenditures;

·                  requirements for additional capital;

·                  government regulation of miningoperations, environmental conditions and risks, reclamation and rehabilitationexpenses;

·                  title disputes or claims;

·                  limitations of insurance coverage;and

·                  the future price of molybdenum, gold,silver or other metals.

You should not placeundue reliance on these forward-looking statements, which speak only as of thedate of this report.  Theseforward-looking statements are based on our current expectations and aresubject to a number of risks and uncertainties, including those set forthbelow.  Although we believe that theexpectations reflected in these forward-looking statements are reasonable, ouractual results could differ materially from those expressed in theseforward-looking statements, and any events anticipated in the forward-lookingstatements may not actually occur. Except as required by law, we

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undertake no duty toupdate any forward-looking statements after the date of this report to conformthose statements to actual results or to reflect the occurrence ofunanticipated events. We qualify all forward-looking statements contained inthis report by the foregoing cautionary statements.

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**ITEM 6.  EXHIBITS**
| Exhibit  Number | ** ** | **Description of Exhibit**                                                                |
|-----------------|------------|-------------------------------------------------------------------------------------------|
|            |       |                                                                                      |
| 31.1            |       | Certification of CEO pursuant to Rule  13a-14(a)/15d-14(a) of the Securities Exchange Act |
| 31.2            |       | Certification of CFO pursuant to Rule  13a-14(a)/15d-14(a) of the Securities Exchange Act |
| 32.1            |       | Certification of CEO pursuant to 18 U.S.C. Section  1350                                  |
| 32.2            |       | Certification of CFO pursuant to 18 U.S.C. Section  1350                                  |

 

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**SIGNATURES**

In accordance with therequirements of the Exchange Act, the Registrant has duly caused this report tobe signed on its behalf by the undersigned, thereunto duly authorized.
|                      | IDAHO GENERAL  MINES, INC. |
|----------------------|----------------------------|
|                 | By:                        |
|                 |                       |
|                 |                       | /s/ Bruce D.  Hansen |   |
|                 |                       | Bruce D. Hansen |
|                 |                       | President and  Chief Executive Officer |
|                 |                       | (Principal  Executive Officer) |
| Dated: June 5,  2007 |                       |

 

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