U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSBA

                 Quarterly Report Under Section 13 or 15 (d) of
                       the Securities Exchange Act of 1934



    For the Quarter Ended September 30, 2001       Commission File No. 0-9416


                                WCM CAPITAL, INC.
                (FORMERLY FRANKLIN CONSOLIDATED MINING CO., INC.)
             (Exact name of registrant as specified in its charter)


Delaware                                                      #13-2879202
(State or other jurisdiction                                (I.R.S. Employer
incorporation or organization)                              Identification No.)


P.O. Box 343, Millburn, New Jersey                          07041
(Address of Principal Executive Offices)                    (Zip Code)


Registrant's Telephone Number, Including Area code          (212) 344-2828

The Number of Shares Outstanding of Common Stock
$.01 Par Value, at September 30, 2001                       1,318,767


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 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 [_]




                                WCM CAPITAL INC.

                              FINANCIAL STATEMENTS

                  NINE MONTH PERIOD SEPTEMBER 30, 2001 AND 2000




                                    CONTENTS



                                                               Page
                                                               ----

Accountant's Review Report                                       1

Financial Statements:

  Balance Sheets                                               2 - 3

  Statements of Operations                                       4

  Statements of Cash Flows                                     5 - 6

Notes to Financial Statements                                 7 - 18



                           ACCOUNTANT'S REVIEW REPORT



To the Board of Directors
WCM CAPITAL, INC.
Millburn, New Jersey

     We have reviewed the accompanying Balance Sheet of WCM Capital,  Inc. as of
September 30, 2001 and the related  Statement of  Operations  and Cash Flows for
the nine  months then ended in  accordance  with  Statements  on  Standards  for
Accounting  and Review  Services  issued by the American  Institute of Certified
Public Accountants.  All information  included in these financial  statements is
the representation of the management of WCM Capital Inc.

     A review  consists  principally  of  inquiries  of  Company  personnel  and
analytical  procedures  applied to financial data. It is  substantially  less in
scope than an audit in accordance with generally  accepted  auditing  standards,
the objective of which is the  expression of an opinion  regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.

     Based on our  review we are not aware of any  material  modifications  that
should be made to the September 30, 2001 financial  statements in order for them
to be in conformity  with  generally  accepted  accounting  principles  with the
following exceptions.


     The accompanying  financial statements have been prepared assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note A to the
financial  statements,  the Company is an  exploration  stage  enterprise  whose
operations  have  generated  recurring  losses and cash flow  deficiencies  from
inception,  and as of September  30, 2001,  has a  substantial  working  capital
deficiency.  As a result,  it was in default with respect to payments on several
notes and convertible  debentures and is wholly  dependent on outside funding to
finance  current  operations.  Such matters  raise  substantial  doubt about the
Company's ability to continue as a going concern.  Management's plans concerning
these  matters are also  described in Note A. The  financial  statements  do not
include  any   adjustments   that  might   result  from  the  outcome  of  these
uncertainties.

     The  financial  statements  for WCM  Capital,  Inc.  for the  period  ended
September 30, 2000 were reviewed by other accountants. Therefore, we do not make
any representation or assurance about them.



                                                    IWA FINANCIAL CONSULTING LLC
December 13, 2001
                                       F-1


                                WCM CAPITAL INC.
                         (An Exploration Stage Company)

                                 BALANCE SHEETS

                                     ASSETS



                                                             September 30,
                                                         ----------------------
                                                           2001          2000
                                                         --------      --------
Property and equipment -  at cost                        $     --       525,000

   Less: Accumulated depreciation and amortization             --            --
                                                         --------      --------

          Net property and equipment                           --       525,000
                                                         --------      --------

Other assets -
   Mining reclamation bonds                               141,853       139,071
                                                         --------      --------

            Total                                        $141,853       664,071
                                                         ========      ========


             See auditors' report and notes to financial statements

                                      F-2


                                WCM CAPITAL INC.
                         (An Exploration Stage Company)

                           BALANCE SHEETS (CONTINUED)

                      LIABILITIES AND STOCKHOLDERS' EQUITY




                                                                         September 30,
                                                                 -------------------------------
                                                                     2001               2000
                                                                 ------------       ------------
                                                                                 
Current liabilities:
 Accounts payable and accrued expenses                           $  1,962,848            863,118
 Payroll and other taxes                                                                      --
 Convertible debentures                                               145,000            145,000
 Notes payable:
  Related companies and others                                        297,029            218,965
  U.S. Mining Inc. - related company                                   72,814          1,721,855
                                                                 ------------       ------------

           Total current liabilities                                2,477,691          2,948,938
                                                                 ------------       ------------

Commitments and contingencies

Stockholders' equity:
 Common stock, par value $.01 per share; 40,000,000 shares
  authorized; 1,318,767 shares issued and outstanding                  13,188             13,188
 Additional paid-in capital                                        18,390,360         18,390,360
 Deficit accumulated during the exploration stage                 (20,739,386)       (20,688,415)
                                                                 ------------       ------------

           Total stockholders' equity                              (2,335,838)        (2,284,867)
                                                                 ------------       ------------

                Total                                            $    141,853            664,071
                                                                 ============       ============



             See auditors' report and notes to financial statements.

                                      F-3


                                WCM CAPITAL INC.
                         (An Exploration Stage Company)

                            STATEMENTS OF OPERATIONS




                                                                                                                     Cumulative
                                                                                                                     December 1,
                                                                                                                         1977
                                                                                                                     (Inception)
                                                             Nine months ended             Three months ended          through
                                                               September 30,                  September 30,          September 30,
                                                             2001           2000           2001           2000           2001
                                                         -----------    -----------    -----------    -----------    -----------
                                                                                                       
Revenues:
 Sales                                                   $        --             --             --             --        876,082
 Interest income                                               2,098          2,055            700            685        555,947
 Forgiveness of debt                                              --             --             --             --      1,768,829
 Other income                                                     --             --             --             --         79,397
                                                         -----------    -----------    -----------    -----------    -----------

   Total                                                       2,098          2,055            700            685      3,280,255
                                                         -----------    -----------    -----------    -----------    -----------

Expenses:
 Mine expenses and environmental remediation costs             5,585         48,258          5,585         11,372      3,673,744
 Write down of inventories                                        --             --             --             --        223,049
 Loss on sale/write down of mining, milling and
  other property and equipment                                    --             --             --      6,638,901
 Depreciation and depletion                                       --             --             --             --      1,910,543
 General and administrative                                  159,953        221,952        100,306         74,099      7,837,307
 Interest                                                     45,841        125,460         14,368         43,105      1,571,949
 Amortization of debt issuance                                    --             --             --        683,047
 Loss on settlement of litigation                                 --             --             --             --        100,000
 Loss on sale of property                                         --             --             --             --        225,000
 Equity in net loss and settlement of claims
  of Joint Venture                                                --             --             --      1,059,971
 Other                                                            --             --             --             --         96,130
                                                         -----------    -----------    -----------    -----------    -----------

   Total                                                     211,379        395,670        120,259        128,576     24,019,641
                                                         -----------    -----------    -----------    -----------    -----------

Net loss                                                 $  (209,281)      (393,615)      (119,558)      (127,891)   (20,739,386)
                                                         ===========    ===========    ===========    ===========    ===========

Loss per common share                                    $     (0.16)         (0.30)         (0.09)         (0.10)
                                                         ===========    ===========    ===========    ===========

Weighted average shares outstanding                        1,318,767      1,318,767      1,318,767      1,318,767
                                                         ===========    ===========    ===========    ===========



             See auditors' report and notes to financial statements.

                                      F-4


                                WCM CAPITAL INC.
                         (An Exploration Stage Company)

                            STATEMENTS OF CASH FLOWS




                                                                                                        Cumulative
                                                                                                        December 1,
                                                                                                            1977
                                                                                                        (Inception)
                                                                           Nine months ended               through
                                                                              September 30,             September 30,
                                                                          2001            2000              2001
                                                                      -----------      -----------      -----------
                                                                                               
Cash flows from operating activities:
 Net loss                                                             $  (209,281)        (393,615)     (20,739,386)
 Adjustments to reconcile net loss to net cash used in
  operating activities:
  Depreciation and depletion                                                   --               --        1,910,543
  Forgiveness of debt                                                          --               --       (1,768,829)
  Provision for uncollectible account                                          --               --          350,000
  Write down of mining, milling and the other
   property and equipment                                                      --               --        6,638,901
  Amortization of debt issuance expense                                        --               --          683,047
  Loss on sale of equipment                                                    --               --          225,000
 Value of common stock issued for:
  Services and interest                                                        --               --        1,934,894
  Settlement of:
   Litigation                                                                  --               --          100,000
   Claims by joint venture partner                                             --               --          936,000
  Compensation resulting from stock options granted                            --               --          311,900
  Value of stock options granted for services                                  --               --          112,500
  Equity in net loss of joint venture                                          --               --          123,971
  Other                                                                        --               --           (7,123)
 Changes in operating assets and liabilities:
  Interest accrued on mining reclamation bonds                             (2,097)          (2,055)         (16,853)
  Accounts payable and accrued expenses                                   138,563          144,110        2,225,064
  Payroll and other taxes                                                      --               --          (29,960)
                                                                      -----------      -----------      -----------
     Net cash used in operating activities                                (72,815)        (251,560)      (7,010,331)
                                                                      -----------      -----------      -----------

Cash flows from investing activities:
 Purchases and additions to mining, milling and other
  property and equipment                                                       --               --       (5,120,354)
 Purchases of mining reclamation bonds, net                                    --               --         (125,000)
 Deferred mine development costs and other expenses                            --               --         (255,319)
                                                                      -----------      -----------      -----------
     Net cash used in investing activities                                     --               --       (5,500,673)
                                                                      -----------      -----------      -----------



             See auditors' report and notes to financial statements.

                                      F-5


                                WCM CAPITAL INC.
                         (An Exploration Stage Company)

                            STATEMENTS OF CASH FLOWS




                                                                                           Cumulative
                                                                                           December 1,
                                                                                              1977
                                                                                          (inception)
                                                            Nine months ended               through
                                                              September 30,               September 30,
                                                          2001              2000              2001
                                                      -----------       -----------       -----------
                                                                                  
Cash flows from financing activities:
 Issuance of:
  Common stock                                        $        --                --         8,758,257
  Underwriter's stock warrants                                 --                --               100
 Commissions on sales of common stock                          --                --          (381,860)
 Purchases of treasury stock                                   --                --           (12,500)
 Payments:                                                                                         --
  Deferred underwriting costs                                  --                --           (63,814)
  Debt issuance expenses                                       --                --          (164,233)
 Repayments:                                                                                       --
  Other notes and loan payables                                --                --          (120,000)
  Loans from affiliate                                         --                --           (48,661)
 Proceeds:                                                                                         --
  Exercise of stock options                                    --                --           306,300
  Advances from joint venture partner                          --                --           526,288
  Other notes and loans payable                            72,815           251,560         2,331,190
  Loans from affiliate                                         --                --            55,954
 Issuance of convertible debentures and notes                  --                --         1,505,000
 Advances to joint venture partner                             --                --          (181,017)
                                                      -----------       -----------       -----------

    Net cash provided by financing activities              72,815           251,560        12,511,004
                                                      -----------       -----------       -----------

Increase (decrease) in cash                                    --                --                --

Cash Beginning                                                 --                --                --
                                                      -----------       -----------       -----------

Cash Ending                                           $        --                --                --
                                                      ===========       ===========       ===========

Supplemental disclosure of cash flow data -
 Interest paid                                        $        --                --           299,868
                                                      ===========       ===========       ===========



             See auditors' report and notes to financial statements.

                                      F-6






                                WCM CAPITAL INC.
                        (An EXPLORATION STAGE ENTERPRISE)
                          NOTES TO FINANCIAL STATEMENTS
                  NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000


NOTE A - BASIS OF PRESENTATION/GOING CONCERN UNCERTAINTY:

     The  accompanying  financial  statements  have been  prepared  assuming WCM
     Capital Inc. (The "Company") will continue as a going concern. However, the
     Company  has  had  recurring  losses  and  cash  flow  deficiencies   since
     inception.  As of September 30, 2001 and 2000, the Company did not have any
     cash balances,  an  accumulated  deficit of  $20,739,386  and  $20,688,415,
     respectively,   and  current  liabilities  of  $2,391,071  and  $2,948,938,
     respectively,   and  a  working   capital   deficiency  of  $2,391,071  and
     $2,948,938,  respectively. The Company was in default on the payment of the
     principal  balances and accrued  interest on certain  notes and  debentures
     (Notes D, E and F). In addition to the payable of its current  liabilities,
     management  estimates that the Company will incur general,  administrative,
     and other costs and  expenditures,  exclusive of any costs and expenditures
     related to any mining and milling operations or environmental matters (Note
     Gb), at a rate of approximately $25,000 per quarter during the year 2001 as
     based upon the year 2000 actual costs.  Actual  relative  expenses  thereto
     have been $4,000 a quarter.  Such matters raise substantial doubt as to the
     Company's ability to continue as a going concern.

     U.S.  Mining Co.  (USM) has  verbally  pledged to provide  financing to the
     Company on an as needed basis through September 30, 2001. The funds covered
     general,  administrative and other costs.  Additional funds would be needed
     to support the extraction and milling  processes if they commenced,  and to
     upgrade the processing  facilities to allow for a possible  increase in ore
     processing capacity.

     There is no assurance that the Company will have adequate  funds  available
     to repay the funds  advanced by USM.  In the event the Company  defaults on
     these  obligations,  USM could file suit for  recovery  of  advances.  Such
     actions  would have a  materially  adverse  effect on the  possible  future
     operations of the Company.

     Substantially  all of the plant and  equipment  is related  to  exploration
     properties.  The ultimate  realization of the Company's  investment in such
     properties and equipment is dependent  upon the success of future  property
     sales, the existence of economically  recoverable reserves,  the ability of
     the Company to obtain financing or make other  arrangements for development
     and future profitable production.  Accordingly, it has been determined that
     these assets will not realize any future profitable production,  therefore,
     with  the  exception  of the  Gold  Hill  Mill,  as  noted in Note B and C,
     substantially all other assets have been written off as impaired.


                                       F-7


                                WCM CAPITAL, INC.
                         (An Exploration Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                  NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

     Organization:

     The Company (formerly Franklin Consolidated Mining Co., Inc.), incorporated
     on December 1, 1976 under the laws of the State of Delaware,  was formed to
     engage  in  the  exploration,   development  and  mining  of  precious  and
     non-ferrous  metals,  including gold,  silver,  lead,  copper and zinc. The
     Company  owns or has an interest in a number of  precious  and  non-ferrous
     metal  properties.  The Company's  principal mining  properties are (i) the
     Franklin Mines, located near Idaho Springs in Clear Creek County, Colorado,
     for which the Company  acquired the  exclusive  right to explore,  develop,
     mine, and extract all minerals located in approximately 51 mining claims of
     which 28 are  patented  (Franklin  Mines)  and (ii) the  Franklin  Mill,  a
     crushing  and  flotation  mill which is located on the site of the Franklin
     Mines (Franklin Mill). The Company is an exploration stage  enterprise,  as
     it did not generate any significant revenues through September 30, 2001.

     Accounting Estimates:

     The  preparation  of financial  statements  in  accordance  with  generally
     accepted   accounting   principles  requires  management  to  make  certain
     estimates and  assumptions  that affect the reported  amounts of assets and
     liabilities  as of the  date of the  financial  statements,  as well as the
     reported  amounts of revenues and  expenses  during the  reporting  period.
     While actual results could differ from those estimates, management does not
     expect such  variances,  if any, to have a material effect on the financial
     statements.

     Mining, Milling and Other Property and Equipment:

     Recorded  at costs  incurred to  acquire,  improve  and develop  mining and
     milling properties  capitalized and amortized in relation to the production
     of estimated reserves.  Exploration costs and costs to maintain the mineral
     rights and leases are expensed as incurred. Management periodically reviews
     the  recoverability  of  the  capitalized  mineral  properties  and  mining
     equipment and takes into consideration various information  including,  but
     not limited to,  historical  production  records  taken from  previous mine
     operations,  results of exploration activities conducted to date, estimated
     future  prices  and  reports  and  opinions  of  outside  geologists,  mine
     engineers,  and  consultants.  When  it is  determined  that a  project  or
     property  will be  abandoned  or its carrying  value has been  impaired,  a
     provision is made for any expected loss on the project or property.


                                       F-8


                                WCM CAPITAL, INC.
                         (An Exploration Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                  NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued):

     Post-closure  reclamation  and site  restoration  costs are estimated based
     upon  environmental and regulatory  requirements and are amortized over the
     life of the mine using the units-of-production method. Current expenditures
     relating to ongoing  environmental and reclamation programs are expenses as
     incurred.

     Depreciation of equipment is computed using the  straight-line  method over
     the estimated useful lives of the related assets.

     Impairment of Long-Lived Assets:

     The company  has adopted the  provisions  of FASB  Statement  of  Financial
     Accounting  Standards No. 121,  "Accounting of the Impairment of Long-Lived
     Assets and for Long-Lived  Assets to be Disposed Of" (SFAS 121). Under SFAS
     121,  impairment  losses on long-lived assets are recognized when events or
     changes  in  circumstances   indicate  that  the  undiscounted  cash  flows
     estimated to be generated by such assets are less than their carrying value
     and,  accordingly,  all or a  portion  of such  carrying  value  may not be
     recoverable.  Impairment  losses then are  measured by  comparing  the fair
     value of assets to their  carrying  amounts.  The  Company,  due to certain
     restrictions  associated with milling  operations,  sold the Gold Hill Mill
     Properties  on June 5, 1998 in exchange for property and  equipment  with a
     market  value of $725,000  and a 14% note  receivable  of  $350,000.  As of
     December 31, 1998, this note was voided and a $200,000  impairment loss was
     taken against the $725,000 of equipment acquired.  As of December 31, 2000,
     the Company  determined that the  recoverability  of the carrying amount of
     the equipment was uncertain,  therefore the remaining cost of the equipment
     was impaired in the amount of $525,000.  All other  property and  equipment
     were  considered  impaired as of December 31, 1997, for a total  impairment
     loss of $5,913,901.

     Revenue Recognition:

     Revenues,  if any, from the possible sales of mineral  concentrates will be
     recognized by the Company only upon receipt of final  settlement funds from
     the smelter.

     Environmental Remediation Costs:

     Accrued based on estimates of known  environmental  remediation  exposures.
     Ongoing   environmental   compliance  costs,   including   maintenance  and
     monitoring costs are expensed as incurred.


                                       F-9


                                WCM CAPITAL, INC.
                         (An Exploration Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                  NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued):

     Income Taxes:

     Deferred  income  taxes  are to be  provided  on  transactions,  which  are
     reported in the financial  statements in different  periods than for income
     tax purposes. The Company utilized Financial Accounting Board Statement No.
     109,  "Accounting  for  Income  Taxes,"  ("SFAS  109").  SFAS 109  requires
     recognition of deferred tax  liabilities and assets for expected future tax
     consequences of events that have been included in the financial  statements
     or tax returns. Under this method,  deferred tax liabilities and assets are
     determined based on the difference between the financial statements and tax
     basis of assets and  liabilities  using enacted tax rates in effect for the
     year in which the  difference  is expected to reverse.  Under SFAS 109, the
     effect on deferred tax assets and  liabilities  of a change in tax rates is
     recognized  in income in the  period  that  includes  the  enactment  date.
     Valuation  allowances are established when necessary to reduce deferred tax
     assets to the amounts expected to be realized (Note H).

     Loss Per Common Share:

     The Company has adopted SFAS 128 "Earnings  Per Share" ("SFAS 128"),  which
     requires the  presentation  of "basic" and "diluted"  earnings per share on
     the face of the income  statement.  Loss per common  share is  computed  by
     dividing  the net loss by the  weighted  average  number of  common  shares
     outstanding during each period. Common stock equivalents have been excluded
     from the computations since the results would be anti-dilutive.  Losses per
     share have been  restated  for prior  periods to give effect to the reverse
     stock splits during 1999 (Note I).

     Fair Value of Financial Investments:

     The carrying amount of the Company's borrowings approximate fair value.

     Statement of Comprehensive Income:

     SFAS  130  "Reporting   Comprehensive   Income"  prescribes  standards  for
     reporting  comprehensive  income  and its  components.  Since  the  Company
     currently does not have any items of  comprehensive  income, a statement is
     not required.


                                      F-10


                                WCM CAPITAL, INC.
                         (An Exploration Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                  NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000

NOTE C - ACQUISITIONS OF MINING AND MILLING PROPERTIES:


     On December 26, 1976,  the Company  acquired Gold  Developers and Producers
     Incorporated,  a  Colorado  corporation  which,  prior to the  acquisition,
     leased 28 patented  mining  claims from Audrey and David Hayden and Dorothy
     Kennec  pursuant to a mining lease and option to purchase,  dated  November
     12, 1976 (hereinafter  referred to as "Hayden" and "Kennec").  In 1981, the
     Company  commenced a rehabilitation  program to extend and rehabilitate the
     shafts and tunnels in place at the  Franklin  Mines,  install the  Franklin
     Mill,  and search for and  delineate a commercial  ore body.  In 1983,  the
     Company completed the Franklin Mill.

     Gold Hill Mill:

     On July 3,  1996,  the  Company  acquired  the Gold Hill Mill from a wholly
     subsidiary  of Gems,  in exchange  for an 8% mortgage  note with an initial
     principal  balance of $2,500,000.  The Gold Hill Mill is a fully  permitted
     milling facility located in Boulder, Colorado.

     At December 31, 1997, the Company  reduced by $1,200,000 the carrying value
     of certain of the Gold Hill Mill assets to $1,300,000,  which  approximates
     management's  estimate  of fair  value.  All the Gold Hill assets were sold
     during 1998 (see Note B).



                                      F-11


                                WCM CAPITAL, INC.
                         (An Exploration Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                  NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000


NOTE D - NOTES PAYABLE - RELATED PARTY AND OTHERS:

     Due to related  party and others  consisting  of the following at September
     30:

                                                              2001         2000
                                                            --------     -------
         12% unsecured demand notes due to the Company's
         former President and his affiliated entity         $142,719      71,965
         Secured promissory note (a)                          60,000      60,000
         Unsecured promissory notes (b)                       94,310      87,000
                                                            --------     -------
                                                            $297,029     218,965
                                                            ========     =======

     (a)  The  outstanding  principal  balance  payable  on July  18,  1996  was
          defaulted.  Collateralized by a subordinated  security interest in the
          Company's mining reclamation  bonds.  Interest is payable based on the
          rate of  interest  applicable  to the mining  reclamation  bond (8% at
          September 30, 2001).

     (b)  This principal amount represents four unsecured  promissory notes. The
          Company  assumed these  obligations  on Novembers 25, 1997, as part of
          the acquisition from USM. These notes were in default at this time and
          remained in default as of September 30, 2001; interest accrued at 17%.

          Accrued  interest  on the above notes at  September  30, 2001 and 2000
          aggregated approximately $113,000 and $81,000, respectively.



                                      F-12


                                WCM CAPITAL, INC.
                         (An Exploration Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                  NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000

NOTE E - CONVERTIBLE DEBENTURES AND OTHER CONVERTIBLE DEBT:

     At September 30, 2001 and 2000 consisted of a $145,000  12.25%  convertible
     debenture, which matured December 31, 1994.

     As of September 30, 2001 and 2000,  the Company was in default with respect
     to  the  principal  balance  of  the  debenture  and  accrued  interest  of
     approximately $116,000 and $98,000,  respectively. As a result, the Company
     may be subject to legal proceedings by the Transfer Agent/Trustee under the
     Indenture  Agreement or by debenture holders seeking repayment of principal
     plus interest and other costs.  Management cannot assure that funds will be
     available for the required payments or the effect of any actions brought by
     or on behalf of the debenture holders (Note Gc).

     In  September  1996,  the Company  acquired a 20%  interest in Newmineco by
     issuing a 9.5% note  payable of  $600,000  to Gems,  convertible  to common
     stock at the Company's  option on or after January 1, 1997. On February 10,
     1997,  the Company  notified the  assignees  that it elected to convert the
     principal  balance into 102,564 shares of common stock, as adjusted,  based
     on the  conversation  rate of $5.85  per  share.  As a result  of  problems
     concerning  obtaining  permits and various  other  issues  related to Mogul
     Mines,  the purchase price was reduced to $150,000 on December 31, 1996 and
     to zero on December 31, 1997 (Note B). The $450,000 and $150,000 reductions
     in the  purchase  price  in 1996  and 1997  respectively  were  effectuated
     through an equivalent  reduction in the principal balance of an 8% mortgage
     note payable to an affiliate of Gems.

NOTE F - NOTE PAYABLE - RELATED PARTY:

     The Company  issued an 8% promissory  note for the  outstanding  balance of
     $955,756, at December 31, 1997,  representing advances to the Company by an
     affiliated entity, POS Financial,  Inc. (POS), a New Jersey corporation and
     obligations  assumed in connection with the  contributions of Joint Venture
     interest  (Note B). The note was payable on May 4, 1998,  and is secured by
     all  the  Company's  mining  claims  and  mining  properties;   subject  to
     successive 30-day extensions throughout 1998 and 1999 subject to the mutual
     agreement of the maker and lender for no additional consideration. On March
     5, 1998,  POS assigned  this note to USM.  Both POS and USM are  considered
     related  parties  as they are  owned  by a  director  of WCM and can  exert
     significant  influence over the Company.  Additional amounts were loaned to
     the  Company by USM during  1999 and 2000.  The  principal  balance  due of
     $1,768,829  was forgiven by USM at December 31, 2000.  Accrued  interest of
     $328,040 remains a liability of the Company. The balance due on the note at
     September 30, 2000 aggregated $1,721,855 plus accrued interest of $295,587.


                                      F-13


                                WCM CAPITAL, INC.
                         (An Exploration Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                  NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000

NOTE F - NOTE PAYABLE - RELATED PARTY (continued):

     Additional  amounts were loaned to the Company  through  September 30, 2001
     and remain unpaid as of that date.

NOTE G - COMMITMENTS AND CONTINGENCIES:

     (a)  Lease Agreement:

     On November 13, 1997,  Hayden  entered into an agreement to sell the Hayden
     interests to USM for a purchase price of $75,000 (the "Hayden-USM  Purchase
     Agreement").  The purchase  price was evidenced by a promissory  note,  due
     February 2, 1998.  Payment on the note has been waived until USM receives a
     report of clear title.

     Upon the execution of the Hayden-USM Purchase Agreement, USM agreed to give
     Hayden mineral rights to some land parcels and will receive  royalties that
     will be  expenses  as  incurred.  As of  September  30,  2001,  USM had not
     received  clear title but  continued to make Purchase  Agreement  extension
     payments.

     Kennec  receives a 50% share on land and mineral rights on certain  parcels
     of acreage.

     All  royalty  payments  made under the Hayden  and Kennec  agreements  were
     expensed as incurred as mine expenses and  environmental  remediation costs
     in the accompanying Statement of Operations.

     The Company pays a monthly rental of $3,500 (on a month to month basis) for
     the office space,  secretarial  and other services  provided to the Company
     pursuant to an oral  agreement  with a  non-affiliate.  As of February  28,
     2001, the Company ceased its tenancy.

     (b)  Environmental Matters:

     During 1999,  inspections of the Franklin Mining  properties  revealed that
     certain drainage problems and substandard  linings at the tailings disposal
     areas created potential hazards and that protection measures are required.


                                      F-14


                                WCM CAPITAL, INC.
                         (An Exploration Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                  NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000


NOTE G - COMMITMENTS AND CONTINGENCIES (continued):

     The  Company  received  a letter  dated  March 9,  2000  from the  Colorado
     Division of Minerals and Geology (the "DMG"), which set forth measures that
     must  be  taken  to  bring  the  site  into  compliance  with   groundwater
     regulations  and to stabilize  the tailings pond and site. In the event the
     Company completed all of the required actions by July 31, 2001, a Temporary
     Cessation  order  would have been  granted  by DMG.  As of the date of this
     report,  a Temporary  Cessation  order has not been granted and  management
     remains in the process of attempting to have this order granted.

     (c)   Litigation:

     (i)   The  Company  and others were  defendants  in an action  related to a
           dispute over fees for engineering  consulting  services.  The parties
           settled   this  matter  in   September   1999  and   litigation   was
           discontinued.

     (ii)  In  September  1997,  certain  of the  Company's  12.25%  Convertible
           Debenture  holders  (see Note B)  instituted  an action  against  the
           Company for payment of approximately  $42,500 principal amount of its
           12.25%  Convertible  Debentures  plus  accrued  and  unpaid  interest
           totaling  approximately  $13,000 and other costs and expenses related
           thereto.  A default  judgment was entered  against the Company in the
           amount of $42,500 plus interest, costs and disbursements. The Company
           and USM have been  negotiating  with the debenture  holders without a
           settlement.  The continuing default could result in the Company being
           subject to  additional  legal  proceedings  and there is no assurance
           that  funds  will  be  available  to  cure  the  default  or  reach a
           settlement.

     (iii) On or about  May 14,  1998,  Redstone  Securities  Inc.  ("Redstone")
           commenced  an  action  against  the  Company  in  connection  with an
           Investment  Banking Agreement dated August 28, 1996, between Redstone
           and the Company.  On or about July 31, 1998, the Company answered the
           complaint and filed a cross complaint against Redstone.  In September
           1999,  the matter was settled  whereby the Company agreed to lift the
           stop transfer order on the shares held by Redstone  allowing them the
           ability to sell those shares to an unqualified third party.


                                      F-15


                                WCM CAPITAL, INC.
                         (An Exploration Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                  NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000


NOTE G - COMMITMENTS AND CONTINGENCIES (continued):


     (d)  NASDAQ Notification:

     During 1998 and 1999, the Company received notification letters from NASDAQ
     informing them that the Company's  common stock was not in compliance  with
     the NASDAQ  small-cap  market  price  requirement  of $1.00,  which  became
     effective on February 23, 1998.

     In order to  mitigate  the  minimum  bid  price  requirement,  the  Company
     effectuated reverse stock splits during 1998 and 1999 (Note 10). After each
     reverse split the Company's  stock price  remained  above the $1.00 minimum
     bid price requirement for the necessary ten-day period.

     The  Company is  currently  not in  compliance  with the  minimum bid price
     requirement,  and there can be no assurance that the company's common stock
     will, in the future be able to meet such compliance.


NOTE H - INCOME TAXES:

     As of  September  30,  2001,  the Company had  federal net  operating  loss
     carryforwards  of  approximately  $11,876,000  available  to reduce  future
     federal  taxable  income,  which, if not used, will expire at various dates
     through  December  31,  2020.  Changes in the  ownership of the Company may
     subject these loss carryforwards to substantial limitations.

     The deferred  tax  attributable  to the  potential  benefits  from such net
     operating  loss  carryforwards  has been offset by a reduction  in carrying
     value by an equivalent valuation allowance due to the uncertainties related
     to the extent and timing of its future taxable  income.  There are no other
     material temporary differences.


                                      F-16


                                WCM CAPITAL, INC.
                         (An Exploration Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                  NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000


NOTE H - INCOME TAXES (continued):



                                                                   Deferred         Valuation
                                                                   Tax Asset        Allowance
                                                                  ----------        ---------
                                                                              
          Balance at December 31, 1998                            $4,509,000        4,509,000

          Increase in Federal deferred tax asset, year
          ended December 31, 1999                                    105,000          105,000
                                                                  ----------        ---------

          Balance at December 31, 1999                             4,614,000        4,614,000

          Increase in Federal deferred tax asset, year
          ended December 31, 2000                                     80,000           80,000
                                                                  ----------        ---------

          Balance at December 31, 2000                             4,684,000        4,684,000

          Increase in Federal deferred tax asset, nine
          months ended September 30, 2001                             71,000           71,000
                                                                  ----------        ---------

          Balance at September 30, 2001                           $4,755,000        4,755,000
                                                                  ==========        =========


NOTE I - STOCKHOLDERS' EQUITY:

     (a)  Reverse Stock Splits:

          On May 26, 1998 and December 20, 1999 reverse  stock splits of 25 to 1
          and 3 to 1 respectively were effected.

     (b)  Common Stock Reserved for Issuance:

          At  September  30,  2001 and 2000,  there were 3,867  shares of common
          stock  reserved for issuance upon the exercise of the 12.25%  $145,000
          convertible debentures (see Note F).


                                      F-17


                                WCM CAPITAL, INC.
                         (An Exploration Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                  NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000


NOTE I - STOCKHOLDERS' EQUITY (continued):

     (c)  Issuance of Common Stock

          From December 1, 1977  (inception)  through  September  30, 2001,  the
          Company issued common stock for:



                                                                   Shares                Amount
                                                                 ----------            -----------
                                                                                 
          Cash, including net proceeds of $283,995 from
          Public offering                                           355,648            $ 8,758,256

          Exercise of stock options                                  46,298                792,250

          Commissions on sales of common stock                           --               (451,483)

          Purchase and retirement of 666 shares -
          treasury stock                                               (666)               (12,500)

          Non-cash, other than related parties:
            Services and property                                   165,582              1,673,394

            Conversion of debentures and notes payable              246,107              2,648,820

            Stock options and stock warrants granted                     --                 39,100

            Settlement of litigation and other                       13,710                100,000

           Non-cash, related parties:
            Services and property                                    97,919                918,030

            Settlement of claims by related parties                  80,000                936,000

            Repayment of related party loans                        314,169              3,001,681
                                                                 ----------            -----------

                                                                  1,318,767            $18,403,548
                                                                 ==========            ===========



                                      F-18


                      MANAGEMENT'S DISCUSSION AND ANALYSIS


CAUTIONARY STATEMENT ON FORWARD LOOKING STATEMENTS

Except for the historical information contained herein, Management believes that
certain of the matters  discussed in this Quarterly  Report for the period ended
September  30, 2001 are "forward  looking  risks and  uncertainties  which cause
actual results to differ materially from those discussed herein  including,  but
not limited, risks relating to changing economic conditions,  change in price as
disclosed in this Quarterly  Report.  The Company cautions readers that any such
forward-looking  statements are based upon management's current expectations and
beliefs but are not  guaranties  of future  performance.  Actual  results  could
differ materially from those expressed or implied in forward-looking statements.

Liquidity and Capital Resources

The Company had no active mining or milling  operations during the third quarter
ended September 30, 2001;  however,  the Company  continued its efforts to bring
the site into  compliance  with  groundwater  regulations  and to stabilize  the
tailings  ponds and site  generally  in  anticipation  of  obtaining  a grant of
Temporary  Cessation  from the  Division of Minerals and Geology of the State of
Colorado ("DMG").

During the first quarter of 2000, we filed a notice with the DMG requesting that
our permit be placed  into  Temporary  Cessation.  A  Temporary  Cessation  is a
limited  period of  non-production,  which  results  when an  operator  plans to
temporarily  cease  production  for at least 180 days upon filing of a notice of
such intent with the DMG. As a condition to granting  the  request,  the Company
must address  certain issues with respect to groundwater  and tailings  disposal
ponds. Thus, the Company's efforts have been focused on addressing these issues.
We believe that we have adequately  addressed the concerns of the DMG and expect
that it will grant our application for Temporary Cessation in the fourth quarter
of this year.

While we have actively sought to place our permit into Temporary  Cessation,  we
remain hopeful that  economically  viable  commercial  mining  operations at the
Idaho  Springs  mining  facilities  can be  conducted  in the future.  Given the
current  economic  climate and our efforts  concerning  the Temporary  Cessation
order,  it is highly unlikely that we the Company will begin operating in fiscal
year 2001.

Management estimates that we will incur general,  administrative and other costs
and expenditures,  exclusive of any costs and expenditures related to any mining
and milling  operations and interest,  at the rate of approximately  $15,000 per
month for the remainder of 2001.

U.S.  Mining Co. and its sole  shareholder,  William C.  Martucci,  has verbally
pledged to provide  financing  to the Company on an as needed basis for purposes
of meeting our general administrative and other costs until on or about December
31,  2001.  The  Company  cannot  assure,  however,  that USM will  fulfill  its
commitment to fund the Company's  operations  through  year-end  2001. The funds
received  from USM will  cover  the  general,  administrative  and  other  costs
approximated at $15,000 per month. Additional monies will be needed to ready the
Franklin Mine and Milling  properties  for the  commencement  of extraction  and
milling and to support the  extraction  and milling  processes  once underway as
well as to upgrade  the  processing  facilities  to allow for an increase in ore
processing capacity should we decide to reactivate our permit.

There can be no assurance that the Company will have adequate funds available to
repay the funds advanced by USM or that USM will fulfill its obligations to fund
the Company through December 31, 2001.



                                       2
WCM Capital, Inc.
10-QSB Quarter Ended 9/30/01



Results of Operations:

Nine months ended September 30, 2001 Compared to Nine Months Ended September 30,
2000

The Company had a net loss of $209,281 for the nine months ended  September  30,
2001 as compared to a net loss of $393,615 during the same period in 2000.

Environmental  remediation  costs and mine  expenses  were  $5,585  for the nine
months ended  September 30, 2001  compared to $48,258  during the same period in
2000. This decrease was due to inactivity.

General and  administrative  expenses  were  $159,953  for the nine months ended
September 30, 2001 compared with $221,952  during the same period in 2000.  This
decrease resulted principally from decrease in legal and professional fees.

Interest  expense was $46,841 during the nine months ended September 30, 2001 as
compared to $125,460 during the same period in 2000. This decrease was due to an
apparent  over-accrual for 2000 coupled with forgiveness of debt at December 31,
2000.

Three Months ended  September 30, 2001 Compared to Three Months Ended  September
30, 2000

The Company had a net loss of $119,558 for the three months ended  September 30,
2001, as compared to a net loss of $127,891 during the same period in 2000.

Environmental  remediation  costs and mine  expenses  were $ 5,585 for the three
months ended  September  30, 2001 as compared to $ 11,372 during the same period
in 2000.

General and  administrative  expenses  were  $100,306 for the three months ended
September 30, 2001,  compared with $74,099 during the same period in 2000.  This
increase resulted from a increase in legal and professional fees.

Interest  expense was $14,368 during the three months ended  September 30, 2001,
as compared to $43,105 during the same period in 2000.  This decrease was due to
forgiveness of the US Mining Note in 2000.


                                       3
WCM Capital, Inc.
10-QSB Quarter Ended 9/30/01



                                     PART II

Item 1. Legal Proceedings

Convertible Debentures

On June 1, 1994, the Company advised the Transfer Agent/Trustee that the Company
was  not  in  compliance  with  certain  of the  terms  of  the  indenture  (the
"Indenture")  relating to the  Company's  12 1/4%  Convertible  Debentures  (the
"Debentures") in that it had not maintained  current filings with the Securities
and  Exchange  Commission  (the  "Commission")  as  required.  Accordingly,  the
Transfer  Agent/Trustee was instructed not to convert any of the Debentures into
Common Stock of the Company until such time as the Company notified the Transfer
Agent. The Company failed to make required sinking fund payments in 1994 and was
unable to pay the principal  balance of the  Debentures due on December 31, 1994
resulting in default under the terms of the Indenture.

In  September,  1997,  certain of the  Company's 12 1/4%  Convertible  Debenture
holders,   including  the  Hopis  Trust  (the  "Plaintiff   Debenture  holders")
instituted an action in the Supreme Court of the State of

New York  against the Company for  payment on  approximately  $42,500  principal
amount of Debentures  plus accrued and unpaid  interest  totaling  approximately
$13,000 and other costs and expenses related thereto.

Thereafter,  the Plaintiff  Debenture holders moved for summary judgment against
the  Company.  The  Company did not to oppose the motion and default was entered
against  the  Company  in  the  amount  of  $42,500  plus  interest,  costs  and
disbursements  (the  "Default").  Moreover,  the  issue of  attorney's  fees was
severed from the case and all to be set down for an inquest.

In February  1998,  USM entered into an Agreement  with the Plaintiff  Debenture
holders agreeing to pay the Judgment plus certain  additional costs in the event
that the Company fails to pay the Judgment and USM  consummates  the Transaction
with the Company.  In the event that USM did not consummate  the  Transaction by
July 12, 1998,  USM agreed to pay the  Plaintiff  Debenture  holders  $5,100 for
their  Agreement  not to enter the  Judgment  against  the Company or pursue the
inquest.  Plaintiff  Debenture  holders agreed not to enter the Judgment against
the  Company  until July 12,  1998 or until USM  notifies  them that it will not
pursue the Transaction.

On or  about  April 6,  1998,  Martucci  terminated  his  letter  of  intent  to
consummate the Transaction with the Company. Despite such termination, Plaintiff
Debenture holders agreed to extend the terms of their Agreement with USM through
December  1998.  As of date  hereof,  the  Company  is not aware of any  further
extension  nor, to its knowledge has the Judgment been entered.  If the proposed
settlement is not consummated,  there can be no assurance that the Judgment will
not be  entered  and the  Company  will be  required  to pay the  amount  of the
Judgment, including any costs, interest and penalties related thereto.

The  continued  default in the  Debentures  by the Company may result in Company
being  subject to additional  legal  proceedings  by the Transfer  Agent/Trustee
under the  Indenture  or from other  holders  seeking  immediate  payment of the
$102,500 plus related  interest and  penalties.  While the Company hopes to cure
the default or, in the alternative,  reach an acceptable settlement  arrangement
with the holders,  there can be no assurance that the funds will be available in
the future to meet all of the Company's obligations.


                                       4
WCM Capital, Inc.
10-QSB Quarter Ended 9/30/01



On November 2, 2000 American Stock Transfer and Trust Company ("AST") served the
Company with a summons,  as Trustee under the Indenture dated January 2, 1990 to
receive  damages on behalf of the holders of the Company's  12-1/4%  Convertible
Debenture  Holders in the amount of  $142,000.00  plus  interest and other fees.
This action is as a result of the default on the Debentures  described above and
are separate and apart from the September 1997 action,  which involves  specific
debenture holders.

On or about October 4, 2001 AST filed a motion for default  judgment against the
Company in Supreme  Court,  New York County for the entire  amount of the unpaid
debentures  (including those holders  represented  separately in the Hopis Trust
litigation)  of $142,000  principal  plus  interest  from March 31, 1995 through
August 31, 2001 at the rate of 12-1/4%  totaling  $111,617.92,  plus interest on
the unpaid interest at a rate of 12-1/4% totaling  $54,404.77 and attorneys fees
of $4,635.73, for a total of $312,658.42, together with costs, disbursements and
additional interest continuing to accrue at a rate of 12-1/4% until the judgment
is paid. While the Company did not oppose the motion,  we have not been notified
as to whether a judgment was entered against the Company.

Kennec v. Franklin Mining Co. et al.

On or about September 4, 2001, Dorothy L. Kennec commenced an action in District
Court,  Clear Creek County  Colorado (Case No. 01CV76) against Audrey L. Hayden,
Gold Developers and Producers,  Inc., U.S. Mining,  Inc., Franklin  Consolidated
Mining Co., Inc. and the Company as occupants and all other persons  claiming an
interest in certain  properties  and mineral  rights  located in Idaho  Springs,
Clear Creek County,  Colorado.  The suit (1) alleges breach of contract  Against
Gold Developers & Producers,

Inc.  Franklin  Mining and the Company,  (2) requests  termination of possessory
rights and eviction of Franklin Mining, US Mining and WCM Capital,  (3) requests
an adjudication  of the rights of the parties with respect to the property,  (4)
alleges unlawful  encumbrance of the property which slandered Plaintiff Kennec's
title,  (5) alleges that Defendant  Franklin  Mining is committing  waste on the
property by failing to maintain said  property,  failing to mine the property in
accordance  with current  standards  and  operating the property in violation of
Federal and State mining and zoning laws,  (6) requests  partition of the mining
claims  so as to  segregate  and  identify  one  half of the  property  in which
Plaintiff Kennec will have an undivided surface and mineral interest,  (7) seeks
an accounting  from  Defendants  Hayden,  Franklin Mines and US Mining as to all
amounts  paid as rent  and/or  royalties  under  the  Hayden/Kennec  Leases.  In
addition to seeking damages for breach of contract,  slander of title and waste,
Plaintiff Kennec is seeking orders for partition and possess,  to adjudicate the
rights  of  the  parties   regarding  title  to  the  Property,   declaring  the
Hayden/Kennec  Leases  terminated  and  restoring  possession of 1/2 interest to
Plaintiff Kennec, releasing the liens as to Plaintiff's property and any damages
related thereto,

On or about  November 2, 2001,  the Company,  together with US Mining,  filed an
answer to the  aforementioned  complaint  pursuant to which we denied all of the
material allegations set forth in the complaint. We further asserted affirmative
defenses that Plaintiff  fails to state a claim against us upon which relief can
be  granted,  the  Complaint  fails  to  join  necessary  parties,   accord  and
satisfaction,  assumption of risk, estoppels, failure of consideration, license,
payment,  release,  waiver  and  failure  to use  reasonable  means to  mitigate
damages.  Additionally,  US Mining  filed a  counterclaim  for  $10,000  loan to
Plaintiff   which  was  never  repaid.   The  Company  intends  to  continue  to
aggressively defend this case.

Environmental Matters:

As of the date hereof,  the Company has no violations against it with respect to
the Franklin Mines and Franklin Mill. While there are no outstanding  violations
against the  Company at this time,  there can be no  assurance  that the Company
will be able to adequately  comply with any future  conditions  set forth by the
DMG regarding its permit or that violations will not arise in the future.


                                       5
WCM Capital, Inc.
10-QSB Quarter Ended 9/30/01



There can be no assurance, however, that the Company will adequately address the
groundwater and tailings issues relating to its notification to place its permit
into Temporary Cessation, which may result in violations cited by the DMG.

NASDAQ Listing

On or about October 5, 2001, the Company received a delisting  notification from
the NASDAQ Stock Market pursuant to which the Staff  determined that the Company
failed  to  comply   with  the   filing,   net   tangible   assets/shareholders'
equity/market  capitalization/  net income and disclosure  requirements,  as set
forth  in  the  Nasdaq   Marketplace  Rules   4310(c)(14),   4310(c)(02)(B)  and
4310(c)(16).  In  addition,  the Staff  cited the  Company  for  certain  public
interest concerns,  as referenced in Marketplace rules 4300 and 4330(a)(03).  On
or about October 12, the Company sent a formal request for continued  listing on
the Nasdaq SmallCap Market,  notwithstanding  the Staff's  determinations as set
forth above.  On or about October 16, 2001,  the Company  received  confirmation
that our request will be considered at an oral hearing to be held before a Panel
authorized by the Board of Directors of the Nasdaq Stock Market,  Inc.  Board of
Directors on Thursday,  November 15, 2001 at 9:30 a.m. in  Washington  DC. There
can be no assurance that the Company will be successful in its attempt to remain
listed  on the  Nasdaq  SmallCap  Market.  Nasdaq  also  halted  trading  in the
Company's stock on or about September 9, 2001 with respect to issues relating to
the subject matter of the delisting proceedings and in response to the Company's
press release of September 9, 2001 regarding  errors in the Company's  financial
statements. See Item 5. Other Information-Company's  Financial Statements. On or
about  November 14,  2001,  the  Company,  by letter,  withdrew it request for a
hearing and voluntarily withdrew its securities from listing on the Nasdaq Small
Cap Market.

Since the Company's  stock will no longer be included for  continued  listing on
the Nasdaq Small Cap Market, we are hopeful that the Company's Common Stock will
qualify for trading on the  Over-The-Counter/Bulletin  Board ("OTC")  market and
the Company and we will make every  effort to  facilitate  the  quotation of our
Common Stock on the OTC.

In the event that the Company's Common Stock is traded on the OTC, it may become
subject to the "penny stock" trading rules. The penny stock trading rules impose
additional  duties  and a  responsibility  upon  broker-dealers  recommends  the
purchase of a penny stock (by a purchaser that is not an accredited  investor as
defined by Rule 501(a)  promulgated by the Commission  under the Securities Act)
or the sale of a penny  stock.  Among  such  duties and  responsibilities,  with
respect to a purchaser who has not previously  had an  established  account with
the  broker-dealer,  the  broker-dealer  is required  to (i) obtain  information
concerning the  purchaser's  financial  situation,  investment  experience,  and
investment objectives, (ii) make a reasonable determination that transactions in
the  penny  stock are  suitable  for the  purchaser  and the  purchaser  (or his
independent   adviser  in  such  transactions)  has  sufficient   knowledge  and
experience in financial matters and may be reasonably  capable of evaluating the
risks of such  transactions,  followed by receipt of a manually  signed  written
statement  which sets forth the basis for such  determination  and which informs
the purchaser  that it's unlawful to effectuate a transaction in the penny stock
without first  obtaining a written  agreement to the  transaction.  Furthermore,
until the purchaser becomes an established customer (i.e., having had an account
with the dealer for at least one year or, the dealer had effected three sales or
more of penny stocks on three or more  different  days  involving  three or more
different  issuers),  the broker-dealer must obtain from the purchaser a written
agreement  to purchase  the penny stock which sets forth the identity and number
of shares of units of the security to be purchased  prior to confirmation of the
purchase.  A dealer is obligated to provide certain  information  disclosures to
the purchaser of penny stock,  including (i) a generic risk disclosure  document
which  is  required  to  be  delivered  to  the  purchaser  before  the  initial
transaction in a penny stock,  (ii) a  transaction-related  disclosure  prior to
effecting a transaction in the


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penny stock (i.e.,  confirmation  of the  transaction)  containing bid and asked
information  related  to the penny  stock  and the  dealer's  and  salesperson's
compensation (i.e., commissions,  commission equivalents, markups and markdowns)
connection  with the  transaction,  and  (iii)  the  purchaser-customer  must be
furnished  account  statements,  generally  on a monthly  basis,  which  include
prescribed  information relating to market and price information  concerning the
penny stocks held in the  customer's  account.  The penny stock trading rules do
not apply to those  transactions in which the  broker-dealer or salesperson does
not make any purchase or sale  recommendation  to the purchaser or seller of the
penny stock.

Required compliance with the penny stock trading rules affect or will affect the
ability  to resell  the  Common  Stock by a holder  principally  because  of the
additional  duties and  responsibilities  imposed  upon the  broker-dealers  and
salespersons  recommending and effecting sale and purchase  transactions in such
securities.  In addition,  many  broker-dealers  will not effect transactions in
penny stocks,  except on an unsolicited basis, in order to avoid compliance with
the penny stock trading rules.  The penny stock trading rules  consequently  may
materially  limit or restrict  the  liquidity  typically  associated  with other
publicly  traded equity  securities.  In this  connection,  the holder of Common
Stock may be unable to obtain on resale the quoted bid price because a dealer or
group of dealers may control  the market in such  securities  and may set prices
that are not based on competitive forces.

Furthermore,  at times there may be a lack of bid quotes which may mean that the
market among  dealers is not active,  in which case a holder of Common Stock may
be  unable  to  sell  such   securities.   Because  market   quotations  in  the
over-the-counter  market are often  subjected to  negotiation  among dealers and
often differ from the price at which  transactions  in securities  are effected,
the bid and asked quotations of the Common Stock may not be reliable.

Item 2.  Changes in Securities and Use of Proceeds

                  NONE

Item 3.  Default on Senior Securities

See Item 1. Legal Proceedings - Convertible Debenture

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

         None.

Item 5. Other Information

Temporary Cessation Notification

Throughout  1999,  inspections of the Franklin Mining  properties  revealed that
certain reclamation issues still remained outstanding at the property.  Drainage
problems  and  substandard  linings  at  the  tailings  disposal  areas  created
potential hazards and required protection measures are addressed.  Tailings Pond
No. 5 was of specific  concern to the DMG.  After  several  extensions  had been
granted,  the Company was unable to complete all of the preventive work required
by the DMG. Due to lack of funds, the Company has not been able to institute its
paste backfill program, which it believes would alleviate the problems currently
existing at its tailings disposal area.


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On January 5, 2000,  the Company  submitted a letter to the DMG to clarify  why,
among other  things,  it has not  completed  all of the  recommended  preventive
measures at the site,  specifically  with  respect to its  tailings  ponds.  The
Company  explained its difficulty in obtaining  needed financing to continue its
reclamation and remediation plans and to begin mining and milling  operations at
the Franklin Mines due to the depressed  price of gold.  Therefore,  the Company
concluded that it is economically  unfeasible to mine and mill at the properties
at this time. Notwithstanding, the Company does not wish to abandon its business
plan or reclaim the  property  but rather  intends to maintain the mine and mill
site and to comply with all DMG  regulations  with hopes of restarting  the mine
and mill as soon as the price of gold makes it profitable to do so.

On February 7, 2000,  the DMG responded to the Company's  correspondence  with a
recommendation   that  the  Company's  mining  permit  be  placed  in  Temporary
Cessation.  Temporary  Cessation is a limited  period of  non-production,  which
results when an operator plans to temporarily  cease production for at least 180
days upon the  filing  of  notice  thereof  with the DMG.  In the  event  that a
Temporary Cessation is granted, no further reclamation work or mining work would
be  required  for  the  duration  of  the  Temporary  Cessation,   beyond  basic
maintenance   and   reclamation   required   to  keep  the  site  from   further
deterioration. The DMG further indicated that should the Company choose to apply
for Temporary Cessation,  certain of the tailings pond area would be required to
be stabilized and the  groundwater  and the stability of the tailings ponds must
be protected  from further  deterioration.  The DMG required  that any notice of
Temporary Cessation  submitted must specifically  address an alternative interim
reclamation  plan for  Tailings  Pond No. 5 as well as outlining  the  temporary
stabilization measures needed to comply with these requirements.

As recommended  by the DMG, the Company  requested for a change of status of its
permit  to   Temporary   Cessation.   Following   a  meeting   of  the  DMG  and
representatives  of the Company held on February 10, 2000, the DMG set forth the
measures in a letter, dated March 9, 2000, which must be taken by the Company to
bring the site into compliance with groundwater regulations and to stabilize the
tailings pond and site during the Temporary Cessation.

The Company's application for Temporary Cessation of its permit is still pending
before the DMG and we expect our  application to be granted by the conclusion of
fiscal year 2001 or the first quarter of 2002.

While the Company continues its water monitoring  activities and to work the DMG
to obtain Temporary  Cessation,  there can be no assurance that our request will
be granted.  In the event that our application is denied, we will have to comply
with more stringent requirements to keep our permit active. It is likely that we
will be unable to continue  rehabilitation  and reclaimation work as required by
the  DMG  due to our  lack  of  funding.  Failure  to  comply  with  any  rules,
regulations  or orders of the DMG can result in  citations,  which,  if remained
uncorrected,  will  result  in the loss of our  mining  permit  and will  have a
material adverse effect on the Company as a whole.

Company Financial Statements.

At the  request of the  Division  of  Corporate  Finance of the  Securities  and
Exchange Commission,  we announced on October 17, 2001 that there were potential
errors in the audited  financial  statements of the Company for the fiscal years
ended 1996 through  2000.  The Company and its  independent  auditors  have been
working  closely with the SEC to make the required  corrections  and reissue the
effected reports during the fourth quarter of 2001.


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Item 6. Exhibits and Reports on Form 8-K

     A.   Exhibits

     B.   Reports on Form 8-K



                                    SIGNATURE


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


                                                   WCM CAPITAL, INC.


                                                   /s/ Robert Waligunda
Date: January 11, 2002                             ---------------------------
                                                   Robert Waligunda, President



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WCM Capital, Inc.
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