--------------------------------------------------------------------------------

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                        --------------------------------
                                  FORM 10-QSB/A
                                 Amendment No. 1

                    |X| QUARTERLY REPORT PURSUANT TO SECTION
                        13 OR 15(d) OF THE SECURITIES EXCHANGE
                        ACT OF 1934

                       For the Quarterly Period ended March 31, 1998

                    |_| TRANSITION REPORT UNDER SECTION 13 OR
                        15(d) OF THE SECURITIES EXCHANGE ACT OF
                        1934

                    For the Transition Period from _________ to _________
                    Commission File Number _____________________


                      IDAHO CONSOLIDATED METALS CORPORATION
        (Exact Name of Small Business Issuer as Specified in its Charter)

   British Columbia, Canada                             82-0465571
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)             


                           504 Main Street, Suite 470
                              Post Office Box 1124
                              Lewiston, Idaho 83501
                    (Address of Principal Executive Offices)
                                 (208) 743-0914
                (Issuer's Telephone Number, Including Area Code)



Check  whether  the issuer  has (1) filed all  reports  required  to be filed by
Section  13 or 15(d) of the  Exchange  Act  during  the past 12 months  (or 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|

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 8,867,441 as of March 31, 1998.

Transitional Small Business Disclosure Format (check one):  Yes  |_|  No |X|



<PAGE>



                         IDAHO CONSOLIDATED METALS CORP.

                                   Form 10-QSB
                   For the Fiscal Quarter ended March 31, 1998


                                TABLE OF CONTENTS

<TABLE>

<S>                                                                                                              <C>
                                                                                                               Page
PART I

FINANCIAL INFORMATION

   ITEM 1.  FINANCIAL STATEMENTS OF THE COMPANY...................................................................3
   ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION............................................10


PART II

OTHER INFORMATION

   ITEM 1.  LEGAL PROCEEDINGS....................................................................................13
   ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS............................................................14
   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 AND REPORTS FILED ON FORM 8-K...............................................................16


SIGNATURES.......................................................................................................17

</TABLE>



                                     Page 2
<PAGE>


                                     PART I
                              FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS OF THE COMPANY

The following unaudited financial statements for the period ended 31 March, 1998
are  included  in response  to Item 1 and have been  compiled by Staley,  Okada,
Chandler & Scott, Chartered Accountants.

The  financial  statements  should  be read  in  conjunction  with  Management's
Discussion  and Analysis or Plan of Operations and other  financial  information
included elsewhere in this Form 10-QSB.





                                     Page 3
<PAGE>


                         STALEY, OKADA, CHANDLER & SCOTT
                              Chartered Accountants
                  (A Partnership of Incorporated Professionals)

--------------------------------------------------------------------------------


[X] 225 - 4299 Canada Way       L.M. Okada, Ltd.        221 - 20316 56th Avenue
    Burnaby, B.C. V5G 1H3       C.N. Chandler, Ltd.     Langley, B.C. V3A 3Y7
    Tel:  (604) 434-1384        K.A. Scott, Ltd.        Tel:  (604) 532-9913
    Fax:  (604) 434-7045        J.M Bhagirath, Ltd.     Fax:  (604) 532-1209



NOTICE TO READER


--------------------------------------------------------------------------------


We have compiled the interim  consolidated  balance sheet of Idaho  Consolidated
Metals  Corp.  as at 31 March 1998 and the interim  consolidated  statements  of
changes in shareholders' equity,  operations and cash flows for the three months
then  ended  from  information  provided  by  management.  We have not  audited,
reviewed or otherwise  attempted to verify the accuracy or  completeness of such
information.  Readers are cautioned that these statements may not be appropriate
for their purposes.

                                       signed "Staley, Okada, Chandler & Scott"

Burnaby, B.C.                          STALEY, OKADA, CHANDLER & SCOTT
1 December 1998                        CHARTERED ACCOUNTANTS


--------------------------------------------------------------------------------





                                     Page 4
<PAGE>

Idaho Consolidated Metals Corp.                                     Statement 1
(An Exploration Stage Company)
Interim Consolidated Balance Sheet
As at 31 March
U.S. Funds
Unaudited - See Notice to Reader

<TABLE>

ASSETS                                                                      1998                1997
-------------------------------------------------------------------- ------------------- -------------------
<S>                                                                   <C>                 <C>           
Current
    Cash                                                              $       128,084     $       70,986
    Accounts receivable                                                         4,351              3,686
    Cash in trust                                                              50,000                 --
                                                                     ------------------- -------------------
                                                                              182,435             74,672
Restricted Investments                                                         90,000             85,000
Property Rights, Plant and Equipment                                        3,057,073          4,139,399
                                                                     ------------------- -------------------
                                                                      $     3,329,508     $    4,299,071
-------------------------------------------------------------------- ------------------- -------------------

LIABILITIES
-------------------------------------------------------------------- ------------------- -------------------
Current
    Bank loan                                                         $            --     $       22,173
    Accounts payable - Related parties                                        193,362            176,044
                        - Other                                               161,911            498,924
    Current portion of notes payable                                          254,243            533,672
                                                                     ------------------- -------------------
                                                                              609,516          1,230,813
                                                                     ------------------- -------------------
Notes Payable                                                                 221,976             16,209
                                                                     ------------------- -------------------
-------------------------------------------------------------------- ------------------- -------------------

SHAREHOLDERS' EQUITY
-------------------------------------------------------------------- ------------------- -------------------

Share Capital - Statement 2                                                 8,710,329          7,609,927
Deficit - Accumulated during the exploration stage - Statement 2           (6,159,728)        (4,505,293)
Foreign Currency Translation Adjustment - Statement 2                         (52,585)           (52,585)
                                                                     ------------------- -------------------
                                                                            2,498,016          3,052,049
                                                                     ------------------- -------------------
                                                                      $     3,329,508     $    4,299,071
-------------------------------------------------------------------- ------------------- -------------------
</TABLE>

ON BEHALF OF THE BOARD


"Robert Young"                 , Director
------------------------------

"Delbert W. Steiner"           , Director
------------------------------

                           - See Accompanying Notes -

                                    Page 5
<PAGE>

Idaho Consolidated Metals Corp.                                     Statement 2
Interim Consolidated Statement of Changes
     In Shareholders' Equity
U.S. Funds
Unaudited - See Notice to Reader
<TABLE>
                                                                          Deficit
                                                                        Accumulated        Foreign
                                                                        During the         Currency
                                             Common Shares              Exploration      Translation
                                       Shares            Amount            Stage          Adjustment          Total
---------------------------------- ---------------- ----------------- ---------------- ----------------- ----------------
<S>                                   <C>            <C>               <C>              <C>               <C>          
Balance - 31 December 1996            6,854,208      $  7,466,177      $ (4,291,402)    $   (52,585)      $   3,122,190
   Shares issued for resource
     properties                         125,000           143,750                --              --             143,750
   Loss for the period
     - Statement 3                           --                --          (213,891)             --            (213,891)
                                   ---------------- ----------------- ---------------- ----------------- ----------------
Balance - 31 March 1997               6,979,208      $  7,609,927      $ (4,505,293)    $   (52,585)      $   3,052,049
---------------------------------- ---------------- ----------------- ---------------- ----------------- ----------------
Balance - 31 December 1997            9,434,686      $  8,710,329      $ (6,015,621)    $   (52,585)      $   2,642,123
   Loss for the period
     - Statement 3                           --                --          (144,107)             --            (144,107)
                                   ---------------- ----------------- ---------------- ----------------- ----------------
Balance - 31 March 1998               9,434,686      $  8,710,329      $ (6,159,728)    $   (52,585)      $   2,498,016
---------------------------------- ---------------- ----------------- ---------------- ----------------- ----------------
</TABLE>


Interim Consolidated Statement of Operations                        Statement 3
For the Three Months Ended 31 March
U.S. Funds
Unaudited - See Notice to Reader

<TABLE>
                                                                                    1998                 1997
--------------------------------------------------------------------------- --------------------- --------------------
<S>                                                                          <C>                   <C>           
Operating Expenses
General and administrative - Schedule 1                                      $      135,596        $      210,012

Other (Income) Expenses                                                                (661)                   --
Interest income                                                                       9,172                 3,879
Interest expense                                                                      8,511                 3,879

Loss for the Period                                                          $      144,107        $      313,891
--------------------------------------------------------------------------- --------------------- --------------------
Loss per Common Share                                                        $            0.02     $            0.03
--------------------------------------------------------------------------- --------------------- --------------------
Weighted Average Number of Common Shares Outstanding                              8,823,530             6,863,930
--------------------------------------------------------------------------- --------------------- --------------------
</TABLE>

                           - See Accompanying Notes -

                                     Page 6
<PAGE>


Idaho Consolidated Metals Corp.                                     Statement 4
Interim Consolidated Statement of Cash Flows
For the Three Months Ended 31 March
U.S. Funds
Unaudited - See Notice to Reader

<TABLE>

Cash Resources Provided By (Used In)                                                1998                 1997
--------------------------------------------------------------------------- --------------------- --------------------
<S>                                                                          <C>                   <C>            
Operating Activities
     Loss for the period                                                     $     (144,107)       $     (213,891)
     Item not affected by cash
        Amortization                                                                  2,276                 3,144
     Changes in current assets and liabilities
        Accounts receivable                                                            (363)                 (936)
        Accounts payable - Related parties                                           12,370                 3,688
            - Other                                                                   7,337                96,139
                                                                            --------------------- --------------------
     Net Cash used in operating activities                                         (122,487)             (111,856)
                                                                            --------------------- --------------------
Investing Activities
     Property rights, plant and equipment                                           (37,313)              (87,778)
                                                                            --------------------- --------------------
     Net cash used in investing activities                                          (37,313)              (87,778)
                                                                            --------------------- --------------------
Financing Activities
     Notes payable                                                                  208,999                 3,478
                                                                            --------------------- --------------------
     Net cash provided by financing activities                                      208,999                 3,478
                                                                            --------------------- --------------------
Net Increase (Decrease) in Cash                                                      49,199              (196,156)
     Cash position - Beginning of period                                             78,885               267,142
                                                                            --------------------- --------------------
Cash Position - End of Period                                                $      128,084        $       70,986
--------------------------------------------------------------------------- --------------------- --------------------
</TABLE>

                           - See Accompanying Notes -





                                     Page 7
<PAGE>


Idaho Consolidated Metals Corp.                                      Schedule 1
Interim Consolidated Schedule of Administrative Expenses
For the Three Months Ended 31 March
U.S. Funds
Unaudited - See Notice to Reader


<TABLE>
                                                                                    1998                 1997
--------------------------------------------------------------------------- --------------------- --------------------
<S>                                                                          <C>                   <C>        
Management fees and wages                                                    $    54,889           $    54,473
Professional fees                                                                 32,654                77,482
Travel                                                                            17,233                24,912
Shareholder information                                                           10,368                26,337
Office and general                                                                 9,587                14,562
Office rent                                                                        6,383                 4,590
Amortization                                                                       2,276                 3,144
Transfer agent and filing fees                                                     1,853                 2,712
Entertainment and promotion                                                          353                 1,800
Expenses for the Period                                                      $   135,596           $   210,012
--------------------------------------------------------------------------- --------------------- --------------------
</TABLE>



Interim Consolidated Schedule of Resource Property Costs             Schedule 2
For the Three Months Ended 31 March
U.S. Funds
Unaudited - See Notice to Reader


<TABLE>
                                                                                    1998                 1997
--------------------------------------------------------------------------- --------------------- --------------------
<S>                                                                          <C>                   <C>        
Direct - Mineral
Idaho County, Idaho, U.S.A.
     Geological                                                              $    14,681           $    29,603
     Lease payments and acquisition costs                                         12,600               163,910
     Survey                                                                        4,278                   188
     Camp and general                                                              3,680                 9,403
     Staking, filing and claim rental                                              1,890                    --
     Taxes, licenses and permits                                                     184                 4,120
     Drilling                                                                         --                14,970
     Process plant and equipment                                                      --                 4,600
     Environmental                                                                    --                 2,964
     Roadwork                                                                         --                 1,770
Costs for the Period                                                         $    37,313           $   231,528
--------------------------------------------------------------------------- --------------------- --------------------

</TABLE>






                                     Page 8
<PAGE>


Idaho Consolidated Metals Corp.
Notes to Interim Consolidated Financial Statements
31 March 1998
U.S. Funds
Unaudited - See Notice to Reader




--------------------------------------------------------------------------------
1.       Significant Accounting Policies

         The notes to the  consolidated  financial  statements as at 31 December
         1997,  as set forth in the company's  1997 Annual Report  substantially
         apply to these interim  consolidated  financial  statements and are not
         repeated here.

--------------------------------------------------------------------------------

2.       Interim Consolidated Financial Statements Adjustments

         The financial  information given in the accompanying  unaudited interim
         consolidated  financial  statements reflects all adjustments which are,
         in the opinion of  management,  necessary  to a fair  statement  of the
         results for the interim periods reported. All such adjustments are of a
         normal recurring nature. All financial  statements presented herein are
         unaudited.

--------------------------------------------------------------------------------

3.       Share Capital

         Details are as follows:

<TABLE>
                                                                                   Shares               Amount
                                                                            --------------------- --------------------
         <S>                                                                      <C>              <C>            
         Issued and fully paid:                                                   7,104,208        $     7,651,427
         Allotted for issuance for private placement                              1,763,233                759,060
         Allotted for issuance for debt settlement                                  567,245                299,842
                                                                            --------------------- --------------------
                                                                                  9,434,686        $     8,710,329
                                                                            --------------------- --------------------
</TABLE>

--------------------------------------------------------------------------------






                                     Page 9
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

1.   Results of Operations

First Quarter 1998 Compared with First Quarter 1997

The Company is in the  exploration  stage and has yet to generate  revenue  from
production. The Company continues to explore its mineral properties in an effort
to establish  proven ore  reserves,  and now has the  additional  resources of a
joint venture partner to assist in this regard.

In the  first  quarter,  general  and  administrative  expenses  decreased  from
$210,012 to $135,596  compared to the first quarter of 1997,  representing a 35%
savings.  Significant  decreases  were  experienced  in travel  and  shareholder
information  expenses,  as  well  as  a  58%  reduction  in  professional  fees.
Management fees and wages remained steady, while office rent increased slightly.
On a quarter over quarter basis, the Company saved nearly $75,000.

Under U.S. generally  accepted  accounting  principles,  the Company must record
executive  remuneration  on the release of performance  shares from escrow.  The
Company issued 750,000 shares at the time of its initial public  offering to the
original  principal  founders  of the  Company  at a price of C$0.01  per share,
subject to the terms of an escrow  agreement.  The number of shares qualified to
be released from escrow is calculated on an annual basis as the Company  expends
qualifying amounts on its exploration and development programs,  and the Company
must seek  regulatory  approval for each  release.  The Company has already made
sufficient  expenditures to qualify for the release of all of the escrow shares.
During the first quarter of 1998,  the Company did not apply for the  regulatory
approval  for  release  of any  escrow  shares,  and  accordingly  there  was no
executive  remuneration  expense and no  corresponding  change to the  Company's
share capital.  The executive  remuneration is a deemed amount and is based upon
the fair market value of the Company's common shares during 1998.

The Company had very little income during the quarter. The Company experienced a
net loss for the period of  $144,107,  of which  $135,596 was related to general
and  administrative  expenses.  The Company had a loss of $213,891  for the same
period in 1997.

During the  quarter,  the  Company  expended  $37,313 on its  resource  property
exploration,  development and acquisition program as compared to $231,528 in the
comparable 1997 period.  The Company  experienced its greatest savings in regard
to lease  payments and  acquisition  costs,  which  decreased  from  $163,910 to
$12,600,  or  approximately  92%. The Company had no  expenditures  on drilling,
process plant and equipment,  environmental and roadwork  expenses.  The Company
experienced  the majority of these cost savings on its resource  expenditures by
virtue  of having  entered  into  joint  venture  agreements  with  Cyprus  Gold
Exploration Corporation on the Company's most promising properties.

2.   Liquidity and Capital Resources

The  Company  is  dependent  on the  proceeds  of debt  and  equity  financings,
including  but not  limited  to public  offerings,  private  placements  and the
exercise of stock options or warrants,  as well as from the optioning or sale of
its   properties  and  the  sale  of  other  assets  to  fund  its  general  and
administrative  expenditures and its mineral  exploration and development costs.
Without such proceeds, the Company may not continue as a going concern. See note
1 to the  Company's  December  31,  1997  Financial  Statements  for  additional
information.  The Company will need further funds to continue its operations and
there is no reasonable assurance that such funding will be available.




                                     Page 10
<PAGE>

During the quarter  ended March 31,  1998 the  Company  closed its  non-brokered
private placement ("Private Placement") which resulted in the issue of 1,763,233
units pursuant to the terms of an Offering  Memorandum  dated November 12, 1997.
Each unit consisted of one common share and one non-transferable  warrant.  Each
warrant  entitles  the holder to  purchase  one  additional  share at a price of
C$0.60 per share in the first year and C$0.70 per share in the second year.  The
Vancouver  Stock  Exchange  ("VSE")  accepted the Private  Placement  for filing
effective  March  18,  1998,  and  accordingly,  the  Private  Placement  closed
effective March 18, 1998. The Company  anticipates,  based on currently proposed
plans and  assumptions  relating to its operations and  exploration  activities,
that the proceeds of the Private  Placement  (without the exercise of any of the
warrants)  will  be  sufficient  to  satisfy  the  Company's  contemplated  cash
requirements for the 12 month period following the closing of the offering.  Any
proceeds from the exercise of stock options or warrants will be added to general
working capital purposes or used to reduce current liabilities.

The  Company  plans  to  conduct  exploration  and  development  on its  various
properties  within  the  constraints  of  current  market  conditions,  with its
objective being the maximization of geologic  understanding of the projects with
minimal  expenditures.  The  Company's  estimated  budget for all  properties is
$175,000 including BLM rental fees and contractual  payments to underlying claim
owners.  The majority of the budget will be spent on geologic mapping,  sampling
and assays,  geologic  interpretation,  geophysics,  geochemical  soil sampling,
property  payments  and  claim  fees.  The  estimated  budget  is  exclusive  of
expenditures  by the Company's joint venture partner on the Deadwood and Petsite
properties.

The Company  requires  approximately  $375,000  for  general and  administrative
expenses  for the  remainder  of the fiscal  year  following  the closing of the
Private  Placement  and  $254,243  for  payments  on its notes  payable of which
$250,000 is a demand note,  currently  subject to litigation as disclosed herein
under the heading Legal  Proceedings - Gumprecht - Promissory  Note. The Company
anticipates repayment of these notes from the proceeds of the Private Placement,
the proceeds of convertible debt issues and the exercise of stock options.

During the first quarter ended March 31, 1998,  the Company has received cash in
the amount of $210,000 advanced under two convertible loan agreements both dated
April 9, 1998 with a related  party.  See note 12 to the Company's  December 31,
1997 Financial  Statements for additional  information.  Subsequent to March 31,
1998 the Company has received  cash in the amount of $150,000  advanced  under a
convertible  loan agreement  dated May 15, 1998 with a related party.  The three
convertible  loan agreements were subject to acceptance by the VSE. (See note 12
to the Company's December 31, 1997 Financial  Statements and Item 2 - Changes in
Securities - for further details.)

As at March 31, 1998, the Company has a working  capital  deficiency of $427,081
versus a working  capital  deficiency of $1,156,141 for the same period in 1997.
Accounts  payable to  related  parties  accounts  for  approximately  45% of the
deficiency,  while  trade  accounts  payable  and the  current  portion of notes
payable  accounts  for  the  other  approximate  55%.  The  Company  anticipates
improvement of this deficiency  from the proceeds of private  placements and the
exercise  of stock  options  during  1998.  The  Company  is in the  process  of
restructuring  certain of its obligations with certain  creditors during 1998 in
order to assist in the  correction of this  deficiency.  Subsequent to March 31,
1998, the VSE accepted the Company's  shares for debt exchange  agreements  with
those  creditors,  which  resulted  in the  removal of  C$414,063.17  in debt in
exchange for approximately 567,209 shares.

Positive cash flow from the financing  activities of the Company of $208,999 and
$3,478 were recorded at March 31, 1998 and 1997 respectively. The long-term debt
increased  to  $221,976  at March 31,  1998  from  $16,209  in 1997 and  current
liabilities  decreased to $609,516 in 1998 from $1,230,813 in 1997. Of the March
31, 1998 current liabilities,  $161,911 represents the amount due to non related
party accounts

                                     Page 11
<PAGE>


payable accounts,  $193,362  represents  accounts payable amounts due to various
related parties, and $254,243 represents the current portion of notes payable.

Negative cash flows from operating  activities of ($122,487) and ($111,856) were
recorded as at March 31, 1998 and 1997, respectively.  The Company will continue
recording  negative  cash  flow from  operating  activities  unless  significant
revenue is generated from ore production.  The continued negative cash flow will
have a material negative impact on liquidity.

Investing  activities  consist  of  funds  being  expended  on  acquisition  and
exploration  of  resource  properties.   The  net  cash  expended  on  investing
activities as of March 31 decreased to $37,313 in 1998 from $87,778 in 1997.






                                     Page 12
<PAGE>

                                     PART II
                                OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

Civil Suit by Joe Swisher and IMD

On October 18, 1996 Mr. J.  Swisher and Idaho  Mining and  Development  Company,
Inc.  ("IMD")  filed suit against the Company for  $3,473,857  or  alternatively
$344,257 and 1,304,000 common shares of the Company plus interest, attorney fees
and any further relief available.

Subsequently,  the Company filed a suit against Mr.  Swisher and Silver  Crystal
Mines,  Inc.  alleging breach of contract on the Eckert's Hill processing  plant
contract  and filed a  counter-claim  against  Mr.  Swisher  and IMD for alleged
failure to perform contracted  assessment work, alleged breach of the Swisher-Br
metallurgical  process  contract  and alleged  breach of certain  other  mineral
property arrangements.

Subsequent  to March  31,  1997 the  parties  entered  into a Global  Settlement
Agreement  dated  April 29,  1998 which  causes  all  claims and  counter-claims
between  the parties to be  resolved.  A copy of this  agreement  is filed as an
exhibit to the Company's 1997 Form 10-KSB.  In full and final  settlement of all
existing and potential claims between and amongst the parties,  the Company will
pay $50,000 to IMD within 2 business days of the settlement and deposit in trust
a further  $50,000.  Both of these payments have been made. The balance in trust
will be released to IMD upon delivery by IMD to the Company of certain quitclaim
deeds to the Claim Block  properties.  The  Company  has  recorded a gain on the
settlement of the lawsuit of $223,946.

The  settlement  has been  recorded as of December  31, 1997 and the $100,000 is
accrued within amounts payable to related  parties in the financial  statements.
See also note 7 to the  Company's  December 31, 1997  Financial  Statements  for
further  details.   The  gain  on  debt  settlement  has  been  recorded  as  an
extraordinary  item in the statement of operations  for the year ended  December
31,  1997.  See  also  note 8 to  the  Company's  December  31,  1997  Financial
Statements for additional information.


Civil Suit by Gumprecht - Promissory Note

The Company  elected to allow a default to be entered in the  District  Court of
the Second  Judicial  District  of the State of Idaho,  in and for the County of
Idaho on January 30, 1998.


Civil Suit By Gumprecht - Derivative Action

Two of the  parties  named in the  lawsuit,  Mr.  Delbert  Steiner  and Ms. Elli
Steiner  filed an Amended  Answer to Amended  Complaint,  dated March 20,  1998.
Subsequent  to March 31,  1998,  the  Company  has been added as a party to this
lawsuit.  The Company is of the view that the allegations are generally  without
merit and will vigorously defend against this suit.


                                     Page 13
<PAGE>


ITEM 2.  CHANGES IN SECURITIES and use of proceeds

Private Placement pursuant to November 1997 Offering Memorandum

On March 18, 1998 the VSE accepted for filing the Company's non-brokered Private
Placement of 1,763,233  units,  each unit consisting of one common share and one
non-transferable  warrant.  Each  warrant  entitles  the holder to purchase  one
additional  share at a price of C$0.60 per share in the first  year until  March
18,  1999 and C$0.70 per share in the second  year  until  March 18,  2000.  The
shares and warrants were issued  effective  March 18, 1998. The private  placees
were as follows:


Full Name and Residential Address of Purchaser         Number of Units Purchased
--------------------------------------------------------------------------------
Morton Borch                                                   83,333
Advokat
Nedre Vollgt. 4
P.B. 597 Sentrum
101106 Oslo
Norway
--------------------------------------------------------------------------------
Michael Bousefield and Rosemarie Bousefield,                   93,599
Rosebank the Street
Ridgehill, Near Winford
Bristol B518 8TB
England
--------------------------------------------------------------------------------
Cathy Bruce                                                    47,492
c/o Salem Management Company Ltd./ International Freedom
Design House, Leeward Highway
P.O. Box 150
Providenciales, Turks & Caicos Islands
British West Indies
--------------------------------------------------------------------------------
Cardinal Forestry Consulting Company Ltd. (1)                  25,889
Beneficial Owner: Bernd Struck
2485 Orchard Road
Sidney, B.C.
V8L 1S1
--------------------------------------------------------------------------------
Bernd Struck (2)                                               25,890
2485 Orchard Road
Sidney, B.C.
V8L 1S1
--------------------------------------------------------------------------------
Ceemac Holdings Inc.                                           14,167
Beneficial Owner:  Ron Merrit
603 - 2020 Highbury Street
Vancouver, B.C.
V6R 4N9
--------------------------------------------------------------------------------
Tomasovich Family Trust  (2)                                  927,062
600 Wilshire Blvd., Suite 1410
Los Angeles, CA
U.S.A.  90017
--------------------------------------------------------------------------------

                                     Page 14
<PAGE>
Full Name and Residential Address of Purchaser         Number of Units Purchased
-------------------------------------------------------------------------------
Hideo Kita                                                    545,801
600 Wilshire Blvd., Suite 1410
Los Angeles, CA
U.S.A.  90017
--------------------------------------------------------------------------------
TOTAL                                                       1,763,233
--------------------------------------------------------------------------------
Note:
(1)  Bernd  Struck is the brother of  Wilfried  Struck,  who is Vice  President,
     Mining and Exploration, and Chief Operating Officer of the Company.
(2)  Theodore  Tomasovich,  a director  of the  Company,  is the  Trustee of the
     Tomasovich Family Trust and has voting control over the Trust.

Shares for Debt Exchange

By Debt Settlement  Agreements  dated September 30, 1997 between the Company and
certain  creditors,  the  Company  agreed  to  settle  outstanding  indebtedness
totaling  C$414,063.17 by issuing a total of 567,209 common shares at a price of
C$0.73 per share as payment for the debts.  The Company  received VSE acceptance
of this  transaction on March 18, 1998. The shares were issued on April 21, 1998
and accordingly, the debts were extinguished upon the issuance of the shares.

The debt  settlement  was recorded in the Company's  December 31, 1997 Financial
Statement.  In  addition  to the  debt  settlement,  the  Company  negotiated  a
reduction of  previously  invoiced and accrued  legal fees of $179,138  from the
Company's former U.S. securities counsel.  The reduction has been recorded as an
extraordinary  item in the  consolidated  statement of  operations  for the year
ended  December 31,  1997.  See also note 8 to the  Company's  December 31, 1997
Financial Statements.  Certain of the debts settled were owed to parties related
to the Company.  See Item 12 - Related Transactions - of the Company's 1997 Form
10-KSB for further information.

Convertible Promissory Notes

Subsequent  to March 31,  1998 the Company  entered  into two  convertible  loan
agreements  each  dated  April 9, 1998 with the  Tomasovich  Family  Trust  (the
"Trust"),  pursuant to which the Company issued convertible  promissory notes in
the amounts of $100,000 and $110,000  dated  January 23, 1998 and March 31, 1998
respectively.  The Company  received VSE acceptance of the two convertible  loan
agreements  on June 22,  1998,  following  approval by the  shareholders  of the
Company at the annual  general  meeting held on June 16,  1998,  of the possible
change of  control of the  Company to  Theodore  Tomasovich  and the Trust.  The
repayment terms and conversion  features are more  particularly  detailed below.
The  Trust  owned  1,421,474  common  shares  of the  Company,  or 16.03% of the
Company,  as of March 31,  1998.  Mr.  Theodore  Tomasovich,  a Director  of the
Company, is the trustee of the Trust and has voting control of the Trust.

The  repayment  terms and  conversion  features  for each  convertible  note are
summarized as follows:

1.   $100,000  convertible  promissory  note  repayable on or before January 23,
     2000 bearing interest at 9% per annum.  After June 17, 1998, the lender may
     require the Company to convert all or any portion of the  principal  amount
     of the loan advanced and then  outstanding into units at a conversion price
     of one unit for each C$0.26 of indebtedness until and including January 23,
     1999 and at a conversion  price of one unit for each C$0.31 of indebtedness
     during the period  from  January  24,  1999 until  January  23,  2000 for a
     maximum  of  546,154  units if the  principal  amount is  converted  in its
     entirety  by  January  23,  1999  and a  maximum  of  458,064  units if the
     principal  amount is converted in its entirety between January 24, 1999 and
     January  23,  2000.  Each  unit  consists  of  one  common  share  and  one
     non-transferable warrant with each warrant being exercisable at a price of

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<PAGE>


C$0.26 per share until  January  23, 1999 and C$0.31 per share from  January 24,
1999 to January 23, 2000; and

2.   $110,000 convertible  promissory note repayable on or before March 31, 2000
     bearing  interest  at 9% per  annum.  After June 17,  1998,  the lender may
     require the Company to convert all or any portion of the  principal  amount
     of the loan advanced and then  outstanding into units at a conversion price
     of one unit for each C$0.26 of  indebtedness  until and including March 31,
     1999 and at a conversion  price of one unit for each C$0.31 of indebtedness
     during the period  from April 1, 1999 until March 31, 2000 for a maximum of
     600,769 units if the principal amount is converted in its entirety by March
     31,  1999 and a  maximum  of  508,871  units  if the  principal  amount  is
     converted in its entirety  between  April 1, 1999 and March 31, 2000.  Each
     unit  consists of one common  share and one  non-transferable  warrant with
     each warrant being  exercisable  at a price of C$0.26 per share until March
     31, 1999 and C$0.31 per share from April 1, 1999 to March 31, 2000.

The Company has also entered into a  convertible  loan  agreement  dated May 15,
1998 with the Trust for a loan of $150,000. The details will be described in the
Company's Form 10-QSB to June 30, 1998.

The policies of the VSE require  shareholder  approval to any possible change of
control of a company resulting from certain transactions  including the issuance
of  convertible   securities.   If  the  Trust  converts  the  principal  amount
outstanding  under the promissory notes into shares and warrants pursuant to the
convertible  loan  agreements,  it could result in Theodore  Tomasovich  and the
Trust  exercising  control or direction  over more than 20% of the voting rights
attached to the common shares of the Company,  which under the British  Columbia
Securities Act is deemed, in the absence of evidence to the contrary,  to affect
materially  the  control of the  Company.  Accordingly,  the  Company  requested
approval  of its  securities  holders to the  possible  change of control at the
annual and extraordinary general meeting held on June 17, 1998. The details will
be described in the Company's Form 10-QSB for the quarter ended June 30, 1998.


Item 3.  Defaults upon Senior Securities

Not applicable.


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

No matters were submitted to a vote of security holders during the quarter ended
March 31,  1998.  See Item 2 - Changes in  Securities -  Convertible  Promissory
Notes for a  discussion  of a matter which will be put to a vote of the security
holders in the next quarter.


ITEM 5.  OTHER INFORMATION

Edwin R. Knickel resigned as a director of the Company effective March 20, 1998.


ITEM 6.  EXHIBITS AND REPORTS FILED ON FORM 8-K

(a)      None.
(b)      None.



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<PAGE>


                                   Signatures

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934, the registrant has caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized, on the 8th day of April, 1998.

                                   IDAHO CONSOLIDATED METALS CORPORATION


                                   By: /s/ Delbert W. Steiner
                                       -----------------------------------------
                                       Delbert W. Steiner
                                       President and Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities indicated on the 8th day of April, 1998.

     Signature                             Title                 Date
     ---------                             -----                 ----


/s/ Delbert W. Steiner          Director, President and        April 8, 1998
---------------------------     Chief Executive Officer
Delbert W. Steiner              


/s/ Kenneth A. Scott            Chief Financial Officer        April 8, 1998
---------------------------
Kenneth A. Scott



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