Quincy Energy 10QSB/A 2004 Q1 Quarterly report (small business) (amended)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB/A

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period endedJuly 31, 2003

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File number000-31501

QUINCY RESOURCES INC.
(Exact name of small business issuer as specified in charter)

Nevada	98-0218264
(State or other jurisdiction of	(I.R.S. Employer
Incorporation or organization)	Identification No.)

309 Centre Street
Hancock MI, 49930-2107
(Address of principal executive offices) (Zip Code)

906-482-4695
(Issuer’s telephone number)

N/A
(Former name, address, and fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports) Yes x No ¨ and (2 ) has been subject to filing requirements for the past 90 days. Yes x No ¨

APPLICABLE ONLY TO CORPORATE ISSUERS:

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the last practicable date.

Class	Outstanding as of July 31, 2003
Common Stock, $0.001 per share	16,903,083

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

TABLE OF CONTENTS

PART 1 FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The accompanying consolidated balance sheets of Quincy Resources Inc. (an exploration stage company) and subsidiary at July 31, 2003 and April 30, 2003 and the consolidated statement of operations and consolidated statement of cash flow for the three months ended July 31, 2003 and 2002, and for the period from May 5, 1999 (date of inception) to July 31, 2003 have been prepared by the Company’s management in conformity with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.

Operating results for the three months ended July 31, 2003, are not necessarily indicative of the results that can be expected for the year ending April 30, 2004.

F-1

QUINCY RESOURCES INC. (and Subsidiary)
(Exploration Stage Company)
CONSOLIDATED BALANCE SHEETS

	July 31, 2003		April 30, 2003
	(Unaudited)		(Audited)
ASSETS	$		$

Cash	872		58,868
Database - net of amortization (note 6)	10,223		10,599

TOTAL ASSETS	11,095		69,467

LIABILITIES AND STOCKHOLDERS’ EQUITY
(DEFICIT)

CURRENT LIABILITIES

Due to a related party	314		1,814
Accounts payable and accrued liabilities	26,017		20,507

Total Current Liabilities	26,331		22,321

STOCKHOLDERS’ EQUITY (DEFICIT)

Common stock
200,000,000 shares authorized, at $0.001 par
value; 16,903,083 shares issued and
outstanding	16,903		16,903
Capital in excess of par value	211,053		211,053
Deficit accumulated during the exploration
stage
	(243,192	)	(180,810	)

Total Stockholders’ Equity (Deficit)	(15,236	)	47,146

TOTAL LIABILITIES AND STOCKHOLDERS EQUITY	11,095		69,467

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

F-2

QUINCY RESOURCES INC. (and Subsidiary)
(Exploration Stage Company)
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)

	Three Months		Three Months
	Ended		Ended			Inception to
	July 31, 2003		July 31, 2002			July 31, 2003
		$		$		$

SALES		0		0		0

GENERAL AND
ADMINISTRATIVE
EXPENSES:

Accounting		10,514		1,000		32,835
Amortization		376		0		869
Bank charges		201		32		976
Consulting		4,500		0		5,500
Edgar filing fees		284		0		4,327
Geology reporting		11,206		0		13,156
Incorporation costs		0		0		670
Legal fees		14,143		0		53,323
Executive compensation		4,500		1,500		30,000
Office		660		25		3,873
Rent		730		900		12,430
Staking fees and exploration costs		6,257		0		41,866
Telephone		1,580		300		6,145
Transfer agent		63		195		9,751
Travel and promotion		7,368		0		27,471

NET LOSS		62,382		3,952		243,192

NET LOSS PER COMMON
SHARE
Basic	$	-	$	-	$	-

AVERAGE OUTSTANDING
SHARES
Basic		16,903,083		10,026,500

(Diluted loss per share has not been presented as the result is anti-dilutive.)

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

F-3

QUINCY RESOURCES INC. (and Subsidiary)
(Exploration Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)

	Three Months			Three Months
	Ended			Ended			Inception to
	July 31, 2003			July 31, 2002			July 31, 2003
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss	$	(62,382	)	$	(3,952	)	$	(243,192	)
Adjustments to reconcile net loss to
net cash provided by operating
activities:
Capital contribution - expense		0			2,700			38,400
Amortization		376			0			869
Increase in accounts payable		5,510			1,077			26,017

Net cash from operations		(56,496	)		(175	)		(177,906	)

CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from stock issuances		0			0			141,464
Advance from a related party		(1,500	)		150			37,314
Net cash from financing activities		(1,500	)		150			178,778

Net Increase (Decrease) in Cash		(57,996	)		(25	)		872

Cash at Beginning of period		58,868			41			0

CASH AT END OF PERIOD		872			16			872

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

F-4

QUINCY RESOURCES INC. (and Subsidiary)
(Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
July 31, 2003
(Unaudited)

1. NATURE OF OPERATIONS AND CONTINUANCE OF BUSINESS

The Company was incorporated under the laws of the State of Nevada on May 5, 1999 with authorized common stock of 200,000,000 shares with $0.001 par value.

The Company was organized for the purpose of acquiring and developing mineral properties. At the report date mineral claims, with unknown reserves, had been acquired. The Company has not established the existence of a commercially minable ore deposit and therefore has not reached the development stage and is considered to be in the exploration stage.

The Company is in the exploration stage and will continue to be in the exploration stage until the Company achieves significant revenues from operations. In an exploration stage company, management devotes most of its activities in acquiring and developing mineral properties. The ability of the Company to emerge from the exploration stage with respect to its planned principal business activity is dependent upon its ability to attain profitable operations. There is no guarantee that the Company will be able to identify, acquire or develop mineral properties that will produce profitability. Moreover, if a potential mineral property is identified which warrants acquisition or participation, additional funds may be required to complete the acquisition or participation, and the Company may not be able to obtain such financing on terms which are satisfactory to the Company. There is substantial doubt regarding the Company's ability to continue as a going concern.

Principles of Consolidation
The consolidated financial statements include the accounts of Quincy Resources Inc and its wholly-owned subsidiary Atlas Database Corp. All intercompany transactions have been eliminated.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a) Basis of Accounting
These consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States and are presented in US dollars.

b) Fiscal Year
The Company's fiscal year end is April 30.

c) Cash and Cash Equivalents
The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

F-5

QUINCY RESOURCES INC. (and Subsidiary)
(Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
July 31, 2003
(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES –continued

d)Income Taxes
As at July 31, 2003, the Company had a net operating loss carry forward of $243,192. The tax benefit of $72,960 from the loss carry forward has been fully offset by a valuation reserve because the use of the future tax benefit is doubtful since the Company has no operations. The net operating loss carry forward begin to expire in 2015 and will fully expire in 2024.

e)Basic and Diluted Net Income (Loss) Per Share
The Company computes net income (loss) per share in accordance with SFAS no. 128, “Earnings per Share (SFAS 128). SFAS 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period. Diluted EPS excludes all dilutive potential common shares if their effect is anti dilutive. Loss per share information does not include the effect of any potential common shares, as their effect would be anti-dilutive.

f)Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements in accordance with accounting principles generally accepted in the United States. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.

g)Interim Financial Statements
These interim unaudited consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future periods.

h)Financial Instruments
The carrying amounts of financial instruments including cash and accounts payable, are considered by management to be their estimated fair values.

i)Comprehensive Loss
SFAS No. 130, “Reporting Comprehensive Income,” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at July 31, 2003, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

F-6

QUINCY RESOURCES INC. (and Subsidiary)
(Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
July 31, 2003
(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES –continued

j) Mining Claim Costs
Costs of acquisition, exploration, carrying, and retaining unproven properties are expensed as incurred.

k) Environmental Requirements
At the report date environmental requirements related to the mineral leases acquired are unknown and therefore an estimate of any future cost cannot be made.

l) Recent Accounting Pronouncements
In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure”, which amends SFAS No. 123 to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 expands the disclosure requirements of SFAS No. 123 to require more prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The transition provisions of SFAS 148 are effective for financial statements for interim periods beginning after December 15, 2002. The Company does not expect adoption of this standard to have a material effect on the Company’s results of operations or financial position.

3. ACQUISITION OF MINERAL LEASES

a) Silver Bow
In February, 2003, the Company optioned 73 unpatented lode mining claims in Nye County, Nevada. The Company must make advanced royalty payments of $165,000 by the fifth anniversary date. The owner maintains a 3% Net Smelter Return (NSR) of which the Company has the right to purchase two thirds of the NSR for $1,500,000 and the final third for an additional $2,000,000.

b) AG
In March 2003, the Company staked 44 lode mining claims in Humboldt County, Nevada.

c) Lantern
On July 31,2003, the Company entered into a mining lease with Newmont Mining Corporation for unpatented mining claims totaling 1,083.06 acres, and also received a quit claim deed for 340 acres consisting of 17 unpatented mining claims. The property is known as the Lantern Property. Platoro West Incorporated, a corporation controlled by one of our shareholders, namely William Sheriff, is also a party to the Mining Lease.

Under the lease agreement the Company is required to spend $50,000 on exploration and assessment work per year for the first five years and $100,000 per year after that. The lease is subject to a maximum 4% Net Smelter Return (NSR).

The above claims have not been proven to have commercially minable ore reserves and therefore all costs of exploration and retaining the properties have been expensed.

F-7

QUINCY RESOURCES INC. (and Subsidiary)
(Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
July 31, 2003
(Unaudited)

4. COMMON STOCK

Since inception the Company completed Regulation D and Regulation S offerings of 10,755,083 shares of its capital stock for $141,464, 148,000 shares for payment of debt, and 6,000,000 shares for the purchase of all outstanding shares of Atlas Database Corp.

		Common Stock	Capital in Excess of	Accumulated
			Par Value	Deficit
	Shares	$	$	$
Balance April 30,
2002	10,026,500	10,027	35,023	(64,826	)
Issuance of common
stock for cash @
$0.15	533,333	533	79,467
Issuance of common
stock for a data base
(note 6)	6,000,000	6,000	5,092
Contributions to
capital expenses –
related parties			6,000
Issuance of common
stock for cash at
$0.25 – April 2003	195,250	195	48,618
Issuance of common
stock for payment of
debt at $0.25 – April
2003	148,000	148	36,852
Net loss for the year
ended April 30, 2003				(115,984	)
Net loss for the
period ended July 31,
2003				(62,382	)
Balance July 31, 2003
	16,903,083	16,903	211,053	(243,192	)

Warrants
There are 266,667 common share purchase warrants outstanding to purchase 266,667 common shares at $0.25 per share, these warrants expire between November 30, 2003 to January 10, 2004. Subsequent to July 31, 2003, 75,000 of these warrants were exercised for total proceeds of $18,750.

5. RELATED PARTY TRANSACTIONS / BALANCES

The present officer-director of the Company who holds 24.5% of the Company’s common stock charged $4,500 for the three month period ended July 31, 2003. In August of 2003 this related party advanced $25,000 to the Company.

F-8

QUINCY RESOURCES INC. (and Subsidiary)
(Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
July 31, 2003
(Unaudited)

6. PURCHASE ACQUISITION

On January 8, 2003 the Company incorporated Atlas Database Acquisition Corp (subsidiary), for the purpose of acquiring Atlas Database Corp (Atlas). Atlas owned a gold exploration database which the Company wanted to acquire. The Company acquired all of the issued and outstanding shares of Atlas Database Corp. in a tax-free exchange pursuant to an Agreement and Plan of Merger dated January 17, 2003, between Atlas Database Corp. and Atlas Database Acquisition Corp. Pursuant to the terms of the Agreement and Plan of Merger, the subsidiary acquired all the issued and outstanding shares of capital stock of Atlas in exchange for 6,000,000 newly issued shares of the Company. Concurrently with the Acquisition, the Subsidiary was merged with and into Atlas. The transaction was recorded as a purchase and as a result no Goodwill was recorded. The share consideration represents 36.23% of the issued and outstanding common shares. The only asset held by Atlas was a database as out lined below. The stock of Atlas acquired by the Company was valued at $11,092, the remaining book value of the database. The operations of the subsidiary are included in the consolidated statement of operations starting January 24, 2003. There were no contingent terms as part of the acquisition agreement.

In June 2000, Atlas Database Corp purchased a database for $15,000. The database contains information on the natural resources exploration developed during the period 1982 through 1997. The majority of the information contained in the database relates to research on bulk mineable precious mineralized material in the western United States.

The database is being amortized over ten years starting from the date of purchase.

7. GOING CONCERN

These financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, there is substantial doubt about the Company's ability to continue as a going concern.

Continuation of the Company as a going concern is dependent upon obtaining additional working capital and the management of the Company has developed a strategy, which it believes will accomplish this objective through contributions from officers, additional equity funding, and long term financing, which will enable the Company to operate in the coming year.

Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

F-9

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Description of Business

We were incorporated under the laws of the State of Nevada on May 5, 1999 with authorized common stock of 200,000,000 shares with $0.001 par value.

We were organized for the purpose of acquiring and developing mineral properties. At the report date three series of mineral claims, with unknown reserves, had been acquired: the Silver Bow Property, the AG Property and the Lantern Property, all of which are discussed below. We have not established the existence of a commercially minable ore deposit and therefore have not reached the development stage and are considered to be in the exploration stage.

We will continue to be in the exploration stage until we achieve significant revenues from operations. In an exploration stage company, management devotes most of its activities in acquiring and developing mineral properties. Our ability to emerge from the exploration stage with respect to our planned principal business activity is dependent upon our ability to attain profitable operations. There is no guarantee that we will be able to identify, acquire or develop mineral properties that will produce profitability. Moreover, if a potential mineral property is identified which warrants acquisition or participation, additional funds may be required to complete the acquisition or participation, and we may not be able to obtain such financing on terms which are satisfactory to us. There is substantial doubt regarding our ability to continue as a going concern. Management’s plans for our continuation as a going concern include financing our operations through sales of our unregistered common stock. If we are not successful with our plans, investors could then lose all or a substantial portion of their investment.

Management’s Plan of Operation

When used in this discussion, the words “believe”, “anticipates”, “expects” and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements, that speak only as of the date hereof. We undertake no obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Readers are also urged to carefully review and consider the various disclosures made by us that attempt to advise interested parties of factors which affect our business, in this report, as well as our periodic reports on Forms 10-KSB and 10-QSB filed with the Securities and Exchange Commission.

Summary

Since the change in control of the Company in August, 2002, we have raised approximately $130,000 in equity capital pursuant to private placements, acquired a natural resource mineral exploration database, acquired or staked three additional mineral properties located in Nevada, and added depth of experience to our board of directors. The next steps in our plans are to develop a public market for our common stock and to raise additional financing sufficient to locate, assess and acquire additional natural resource properties and to conduct preliminary exploration work on our properties.

Atlas Database

On January 17, 2003 we acquired Atlas Database Corp, the owner of a natural resource exploration database developed by Atlas Minerals Inc. during the period 1982 through 1997. The majority of the

information contained in the database relates to research on bulk mineable precious mineralized material in the western United States, particularly sediment hosted disseminated gold deposits and volcanic hosted disseminated hot springs gold mineralized material. Our management intends to utilize this database to further its stated business objective of locating, acquiring and exploring mineral natural resource properties.

Atlas Database Corp. was acquired pursuant to an Agreement and Plan of Merger between ourselves, Atlas Database Acquisition Corp., our wholly owned subsidiary, Atlas Database Corp., Platoro West Incorporated (“Platoro”) and William M. Sheriff. Mr. Sheriff is the sole Shareholder of Platoro which was, in turn, the sole shareholder of Atlas Database Corp. Pursuant to the terms of the Agreement and Plan of Merger, 6,000,000 shares of our common stock were issued to Platoro West Incorporated in exchange for all of the issued and outstanding shares of Atlas Database Corp., Atlas Database Acquisition Corp. merged with and into Atlas Database Corp. and its separate existence ceased. As a result of the foregoing, Atlas Database Corp. is now our wholly-owned subsidiary.

The purchase price for the Atlas Database of 6,000,000 shares of our common stock was determined through arm’s length negotiations between ourselves and Platoro.

Atlas Database Corp. was formed in January, 2003 and was assigned all of Platoro's right, title and interest in and to the Atlas Database in exchange for $15,000 cash. Prior to the Agreement and Plan of Merger, Platoro was the sole shareholder of Atlas Database Corp. and therefore its parent company.

Platoro’s interest in the Atlas Database was acquired pursuant to a Bill of Sale and Letter Agreement between Platoro and Atlas Minerals Inc. dated June 10, 2000. The purchase price paid by Platoro to Atlas Minerals Inc. was $15,000 cash. As required by the Letter Agreement, we have agreed to comply with the terms thereof. Accordingly, we are required to allow Atlas Minerals Inc. access to the data contained in the Atlas Database for competitive purposes, provided that Atlas Minerals Inc. provides reasonable notice. To date, Atlas Minerals Inc. has not requested access to the data. The Letter Agreement does not provide for sales of any of the data contained in the Atlas Database by Atlas Minerals Inc. to third parties, it only requires that we grant access to the data for competitive purposes. However, it does not specifically prohibit such sales. We have not obtained a legal opinion on whether or not Atlas Minerals Inc. has the right to sell any of the data contained in the Atlas Database to third parties. However, we are of the view that such sales would be a violation of the terms of the Letter Agreement and would take steps to prevent such sales. We can give no assurance that we would be successful in this regard. Pursuant to the terms of the Letter Agreement, Atlas Minerals Inc. is entitled to access the Atlas Database for the purpose of competing directly with us. Pursuant to the terms of the Letter Agreement, in the event we sell any of the data to a third party we are required to pay Atlas Minerals Inc. 25% of the proceeds of the sale. We do not require the consent of Atlas Minerals Inc. to sell any of the data to a third party.

Pursuant to the terms of the Agreement and Plan of Merger we have granted Platoro the option to repurchase from us the Atlas Database on an “as is, where is” basis, provided that (i) during the 365 day period prior to the exercise of the option we have not made commercial use of the Atlas Database and (ii) we have no commercially reasonable plans for use of the Atlas Database. The exercise price of the option is payment by 6,000,000 shares of our common stock. Accordingly, the option exercise price is the same as the purchase price. In the event that we sell the Atlas Database to an arm’s length third party the option granted to Platoro will terminate.

Mineral Properties

Silver Bow Property

Pursuant to the terms of a Mining Lease and Agreement made the 21^st day of February, 2003 between ourselves and Donald K. Jennings and Renegade Exploration (the “Owners”), we acquired the exclusive right to explore and mine ores and minerals of any kind (except oil and gas) on 73 unpatented lode mining claims in Nye County, Nevada known as the Silver Bow Property.

The lease is subject to a 3% Net Smelter Return (NSR) royalty in favor of the Owners. We have the right to purchase two thirds of the NSR for $1,500,000 and the final third for an additional $2,000,000. The lease has a term of 15 years, provided that the following advance royalty payments are made to the Owners:

- $10,000 upon signing (paid);
- $15,000 on February 21^st, 2004;
- $20,000 on February 21^st, 2005;
- $30,000 on February 21^st, 2006;
- $40,000 on February 21^st, 2007;
- $50,000 on February 21^st, 2008; and
- $50,000 on each February 21^st thereafter.

Pursuant to the terms of the Mining Lease and Agreement we have also agreed with the Owners that, in the event that we locate any additional unpatented mining claims within an “Area of Interest” surrounding the Silver Bow Property, such claims will be subject to the Mining Lease and Agreement and, as a result, we will be obligated to pay a 3% NSR royalty referred to above to the Owners in respect of such claims. In the event that any claims we locate are inside the “Area of Interest” and are subject to a royalty payable to a third party, the 3% NSR royalty payable to the Owners will be reduced on a dollar for dollar basis. The “Area of Interest” is defined by specific boundaries and encompasses 1,887 hectares located around the Silver Bow Property.

There are no known reserves on the Silver Bow Property and any proposed program by us is exploratory in nature. We have not conducted any exploration activities on the Silver Bow Property. Subject to obtaining sufficient financing we plan to review these mineral claims and, if warranted, undertake further exploration activities. We are presently in the exploration stage and there is no assurance that a commercially viable mineral deposit, a reserve, exists in the Silver Bow Property until further exploration is done and a comprehensive evaluation concludes economic and legal feasibility.

AG Property

In March 2003, we staked 44 lode mining claims in Humboldt County, Nevada known as the AG Property. The AG Property is located approximately 32 miles northwest of the town of Orovada in Humboldt County, Nevada. The Property lies within the Bilk Creek Mountains and encompasses a small hill.

There are no known reserves on the AG Property and any proposed program by us is exploratory in nature. We have not conducted any exploration activities on the AG property. Subject to obtaining sufficient financing we plan to review these mineral claims and, if warranted, undertake further exploration activities. We are presently in the exploration stage and there is no assurance that a commercially viable mineral deposit, a reserve, exists in the AG Property until further exploration is done and a comprehensive evaluation concludes economic and legal feasibility.

Lantern Property

On July 31, 2003, we entered into a mining lease with Newmont Mining Corporation for unpatented mining claims totaling 1,083.06 acres, and also received a quit claim deed for 340 acres consisting of 17 unpatented mining claims. The property is known as the Lantern Property. Platoro West Incorporated, a corporation controlled by one of our shareholders, namely William M. Sheriff, is also a party to the Mining Lease, Specifically excluded from the agreement are 22 unpatented mining claims under lease to Romios Gold Resources, Inc. a Canadian corporation.

Platoro began negotiating with Newmont in 2002 to acquire the Lantern Property and made certain maintenance fee payments in respect of the claims comprising the Lantern Property in contemplation of a definitive agreement being reached with Newmont. In 2003, as part of these negotiations, Platoro proposed to Newmont that Platoro would lease the Lantern Property from Newmont and, in turn, sublease the Lantern property to us. Newmont requested instead that both Platoro and ourselves be party to the mining lease agreement. We have agreed with Platoro that we will reimburse Platoro for all out-of-pocket costs incurred by it in respect of maintaining the Lantern Property prior to the date of the mining lease agreement and that, in the event that we do not elect to conduct exploration work on the Lantern Property, we will transfer the Lantern Property to Platoro, subject to the terms of the mining lease agreement. We are of the view that this arrangement does not give rise to a conflict of interest as neither Mr. Sheriff nor Platoro are directors or officers of ours.

The Lantern Property is located in Pershing County, Nevada, about 62 miles from Winnemuca, Nevada. Access to the property is from the town of Lovelock located on Interstate Highway No. 80 over Nevada State Route 399 for 15 miles and then an additional 35 miles to the north over unimproved gravel roads.

Under the lease agreement, we are required to spend the following amounts on exploration and assessment work:

- $25,000 during the 12 month period ended July 31, 2005
- $25,000 during the 12 month period ended July 31, 2006
- $50,000 during the 12 month period ended July 31, 2007
- $50,000 during the 12 month period ended July 31, 2008
- $50,000 during the 12 month period ended July 31, 2009
- $100,000 during the 12 month period ended July 31, 2010 and each July 31 thereafter as long as the agreement is in effect.

The lease is subject to a maximum 4 % Net Smelter Return (NSR) royalty in favor of Newmont Mining Corporation. Newmont Mining Corporation also retained a preferential ore processing right. We are required to undertake a feasibility study.

We are also responsible for all taxes and federal maintenance fees for the property. Newmont also has the option to create a joint venture with us. We can terminate the Agreement at any time after spending $100,000 on exploration and assessment work.

Newmont has told us that the current owner of the property, Nevada Land and Resource Company LLC, has filed a lawsuit challenging the validity of leases for the Lantern Property. A July 12, 2002, trial court decision rejected Nevada Land and Resource Company claims. That decision is now on appeal to the Nevada Supreme Court.

There are no known reserves on the Lantern Property and any proposed program by us is exploratory in nature. We have not conducted any exploration activities on the Lantern property. Subject to obtaining sufficient financing we plan to review these mineral claims and, if warranted, undertake further exploration activities. We are presently in the exploration stage and there is no assurance that a commercially viable mineral deposit, a reserve, exists in the Lantern Property until further exploration is done and a comprehensive evaluation concludes economic and legal feasibility.

Liquidity and Capital Resources

There is limited historical financial information about our company upon which to base an evaluation of our performance. We are an exploration stage company and have not generated any revenues from operations.

Our continued existence and plans for future growth depend on our ability to obtain the capital necessary to operate, through the generation of revenue and the issuance of additional debt or equity. We will need to raise additional capital to fund normal operating costs and exploration efforts. If we are not able to generate sufficient revenues and cash flows or obtain additional or alternative funding, we will be unable to continue as a going concern. Our recurring losses and negative cash flow from operations raise substantial doubt about our ability to continue as a going concern.

At July 31, 2003 we had cash of $872 as compared to $58,868 at April 30, 2003 and a working capital deficit of $25,459 as compared to a working capital surplus of $36,547 at April 30, 2003. The decrease in working capital is attributable to geological, staking, legal, and accounting fees as well as travel expenses incurred in the period.

Total liabilities as of July 31, 2003 were $26,331 as compared to $22,321 at April 30, 2003.

Net cash used in operating activities in the three-month period ended July 31, 2003 was $56,496 compared to $175 in the three-month period ended July 31, 2002. Net cash from financing activities in the three-month period ended July 31, 2003 was $1,500 (2002 - $150). The increases are attributable to the increase in our business activities, as we were dormant in the previous period.

Subsequent to July 31, 2003 we issued 75,000 shares of common stock on the exercise of 75,000 previously issued common share purchase warrants for gross proceeds to us of $18,750. In addition, our President advanced to us a total of $25,000 subsequent to July 31, 2003. The advances from our President do not bear interest and have no specific terms of repayment.

We do not have sufficient working capital to pay our administrative and general operating expenses, to make the advance royalty payments required on our properties, or to conduct preliminary exploration programs. We will need to obtain additional funds (presumably through equity offerings and/or debt borrowing) in order, if warranted, to fund our general and administrative expenses, make the advance royalty payments required on our properties and conduct exploration programs on our properties. Failure to obtain such additional financing will result in the loss by us of our interests in our mineral properties. We have no agreements or understandings with any person for additional financing.

None of our properties has commenced commercial production and we have no history of earnings or cash flow from our operations. While we may attempt to generate additional working capital through the operation, development, sale or possible joint venture development of our properties, there is no assurance that any such activity will generate funds that will be available for operations.

We have not declared or paid dividends on our shares since incorporation and do not anticipate doing so in the foreseeable future.

Results of Operations

During the three month period ended July 31, 2003 our activities were focused on the acquisition of our interest in the Lantern Property, maintaining our other mineral properties in good standing, and the completion of our registration statement filing with the Securities and Exchange Commission. In addition, we determined during this period to abandon our interest in the Quincy Property in order to focus our efforts on natural resource mineral properties located in the western United States (and in particular Nevada).

Expenses related to the preparation of Geology Reports and Staking Fees and Exploration Costs increased from $Nil during the three month period ended July 31, 2002 to $11,206 and $6,257, respectively, during the three month period ended July 31, 2003, reflecting our increased business activity.

As a result of our registration statement filing and the acquisition of the Lantern Property, legal fees increased to $14,143 during the three month period ended July 31, 2003 as compared to $Nil for the three month period ended July 31, 2002.

Accounting fees for the three month period ended July 31, 2003 also increased substantially to $10,514 from $1,000 in the same period in 2002 due to the increased costs associated with the increase in our business activity.

Executive compensation of $4,500 was paid in the three month period ended July 31, 2003 to Daniel Farrell, our President, Chief Financial Officer, Secretary and director. No executive compensation was paid in the previous year.

Travel and promotion during the three month period ended July 31, 2003 of $7,368 increased from nil in 2002 due to the travel requirements to our new properties in Nevada.

No donated executive compensation was recorded for the three month period ended July 31, 2003.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is not exposed to foreign currency risk due to the Company’s revenue transactions being conducted in U.S. dollars.

ITEM 4. CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-14(c) and 15d-14(c) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting during the quarter ended July 31, 2003 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Other than as disclosed above under the heading “Lantern Property”, our management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving the Company or its mineral claims. No director, officer or affiliate of the Company is (i) a party adverse to the Company in any legal proceedings, or (ii) has an adverse interest to the Company in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against the Company or its mineral claims.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

The Company has outstanding 16,903,083 shares of common stock and share purchase warrants entitling the holders thereof to purchase an additional 266,667 shares as at July 31, 2003. Subsequent to July 31, 2003, 75,000 of these share purchase warrants for gross proceeds to us of $18,750. Other than the above, there have been no changes in securities since the Company’s fiscal year end. The share purchase warrants are exercisable at a price of $0.25 per share and expire between November 2003 to January 2004. The certificates representing the warrants provide for the appropriate adjustment in the class and number of share issued upon exercise of the warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Company’s share capital.

ITEM 3. DEFAULT UPON SENIOR SECURITIES

No report is required.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable

ITEM 5. OTHER INFORMATION

Not applicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Amended Exhibits required to be attached by Item 601 of Regulation S-B are listed below and are incorporated herein by this reference.

	Exhibit 31.1 Certificate pursuant to section 302 of the Sarbanes-Oxley Act of 2002.

	Exhibit 32.1 Certificate pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K.

None.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

QUINCY RESOURCES INC.

August 11, 2004

/s/ Daniel Farrell
Daniel Farrell
President, Chief Financial Officer, Secretary and Director

Quincy Energy (QCYR) Inactive 10QSB/A2004 Q1 Quarterly report (small business) (amended)