8-K 1 imi8knewcfofinal.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2006 Industrial Minerals, Inc. ----------------------------- (Exact name of registrant as specified in its charter) Delaware ------------------ (State or other jurisdiction of incorporation) 000-30651 11-3763974 --------------------------- ------------------- (Commission File Number) (I.R.S. Employer Identification No.) 2500 One Dundas Street West, Toronto, ON, M5G 1Z3 ------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (416) 979-4621 Not Applicable ------------------ (Former name, former address and former fiscal year, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions. [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR240.14d-2(b)) [_] Soliciting material pursuant to Rule 14a-12 under Exchange Act (17 CFR240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) TABLE OF CONTENTS SECTION 1. REGISTRANT'S BUSINESS AND OPERATIONS................................1 SECTION 2. FINANCIAL INFORMATION...............................................1 SECTION 3. SECURITIES AND TRADING MARKETS......................................2 SECTION 4. MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS.............2 SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT.................................2 SECTION 6. RESERVED............................................................3 SECTION 7. REGULATION FD ......................................................3 SECTION 8. OTHER EVENTS........................................................3 SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS...................................4 SIGNATURES.....................................................................4 SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. Not applicable. ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT. Not Applicable. ITEM 1.03 BANKRUPTCY OR RECEIVERSHIP. Not Applicable. SECTION 2 - FINANCIAL INFORMATION ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS. Not Applicable. ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION. Not Applicable. ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT. Not Applicable. ITEM 2.04 TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT. Not Applicable. 1 ITEM 2.05 COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES. Not Applicable. ITEM 2.06 MATERIAL IMPAIRMENTS. Not Applicable. SECTION 3 - SECURITIES AND TRADING MARKETS ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING. Not Applicable. ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES. Not Applicable. ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS. Not Applicable. SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS. ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. Not Applicable. ITEM 4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW. Not Applicable. SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT. Not Applicable. 2 ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS: ELECTION OF DIRECTORS: APPOINTMENT OF PRINCIPAL OFFICERS. Bobbi-Jo ("BJ") Gordon was appointed to the board of directors and made Chief Financial Officer effective May 16, 2006. BJ Gordon, age 48, obtained a Bachelor of Commerce degree from the University of British Columbia, Canada, in 1981 and a Chartered Accountant ("CA") designation in 1984. She is a member in good standing with the Institute of Chartered Accountants of B.C. Ms. Gordon has been CFO and Corporate Secretary of publicly traded junior resource companies and provided financial consulting services to other entities for many years. Most recently (from July 2005 to February 2006), she was the CFO and Corporate Secretary for the Manex Resource Group, which included Bravo Venture Group, Quaterra Resources, Inc., Fortune River Resource Corp. and Southern Silver Exploration Corp., all of which trade on the Toronto Venture Exchange. ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. Not Applicable. ITEM 5.04 TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT'S EMPLOYEE BENEFIT PLANS. Not Applicable. ITEM 5.05 AMENDMENTS TO THE REGISTRANT'S CODE OF ETHICS, OR WAIVER OF A PROVISION OF THE CODE OF ETHICS. Not Applicable. SECTION 6 - [RESERVED] SECTION 7 - REGULATION FD ITEM 7.01 REGULATION FD DISCLOSURE. Not Applicable. SECTION 8 - OTHER EVENTS ITEM 8.01 OTHER EVENTS. Not Applicable. 3 SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. a) Financial Statements - Not Applicable b) Exhibits - Not Applicable SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. INDUSTRIAL MINERALS, INC. --------------------------------- (Registrant) Dated: May 16, 2006 /s/Larry Van Tol ------------------------------------- Larry Van Tol, Chief Executive Officer, President, & Director 4