Quincy Energy 10QSB 2005 Q2 Quarterly report (small business)

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

FORM 10-QSB

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

For the quarterly period endedOctober 31, 2004

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

Commission File number000-31501

QUINCY GOLD CORP.
(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 Center Street
Hancock MI, 49930 2107
(Address of principal executive offices) (Zip Code)

906 482 4695
(Issuers 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 November 1, 2004
Common Stock, $0.001 per share	22,676,670

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

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The accompanying consolidated balance sheets of Quincy Gold Corp. (an exploration stage company) and subsidiary at October 31, 2004 and April 30, 2004 and the consolidated statement of operations and consolidated statement of cash flow for the three and six months ended October 31, 2004 and 2003, and for the period from May 5, 1999 (date of inception) to October 31, 2004 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 six months ended October 31, 2004, are not necessarily indicative of the results that can be expected for the year ending April 30, 2005.

F-1

QUINCY GOLD CORP. AND SUBSIDIARY
(Exploration Stage Company)
CONSOLIDATED BALANCE SHEET

	October 31, 2004		April 30, 2004
	(Unaudited)		(Audited)
	$		$
ASSETS
CURRENT ASSETS

Cash	415,059		1,965,159

OTHER ASSETS

Database – net of amortization	8,348		9,098
Other Receivables	-		2,475
	8,348		11,573
	423,407		1,976,732

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES

Account payable - related parties	31,574		58,035
Accounts payable	140,220		87,837
Total Current Liabilities	171,794		145,872

STOCKHOLDERS' EQUITY

Common stock 200,000,000 shares authorized, at $0.001 par
value;
22,626,670 shares issued and outstanding	22,677		22,627
Capital in excess of par value	3,055,925		3,031,225
Deficit accumulated during the exploration stage	(2,826,989	)	(1,222,992	)
Total Stockholders’ Equity	251,613		1,830,860

	423,407		1,976,732

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

F-2

QUINCY GOLD CORP. AND SUBSIDIARY
(Exploration Stage Company)
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)

	Three Months	Three Months	Six Months	Six Months	Inception
	ended	ended	ended	ended	to
	October 31, 2004	October 31, 2003	October 31, 2004	October 31, 2003	October 31, 2004
	$	$	$	$	$

Revenue	-	-	-	-	-
Administrative expenditures
Accounting	22,873	3,860	29,873	14,374	78,255
Bank charges	582	281	1,227	482	2,913
Consulting	34,390	19,000	72,373	23,500	333,467
Edgar filing fees	3,767	971	5,491	1,255	15,431
Incorporation costs	-	-	-	-	670
Legal fees	39,534	44,081	60,928	58,224	202,215
Financing fees	-	-	-	-	20,000
Management fees	50,000	8,000	80,000	12,500	148,000
Office	49,121	1,899	58,855	2,559	79,805
Rent	6,724	773	11,796	1,503	29,510
Exploration	958,594	57,697	1,116,923	75,160	1,532,988
Telephone	4,612	1,436	7,561	3,016	20,102
Shareholder information	57,175	375	87,611	438	193,489
Travel & promotion	25,164	14,810	70,609	22,178	167,400
	1,252,536	153,183	1,603,247	215,189	2,824,245
Amortization of database	375	375	750	751	2,744
Net loss	1,252,911	153,558	1,603,997	215,940	2,826,989
Deficit - beginning of period	1,574,078	243,192	1,222,992	180,810	-
Deficit - end of period	2,826,989	396,750	2,826,989	396,750	2,826,989

Net Loss Per Common Share -	$0.06	$0.01	$0.07	$0.01
Basic
Average Outstanding Shares -	22,628,893	16,965,307	22,627,769	16,965,307
Basic

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

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

F-3

QUINCY GOLD CORP. AND SUBSIDIARY
(Exploration Stage Company)
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the Period May 5, 1999 (Date of Inception) to October 31, 2004
(Unaudited)

	Common Stock
	Shares	Amount	Capital in	Accumulated
			Excess of	Deficit
			Par Value
		$	$	$
Balance May 5, 1999(date of inception)
Issuance of common stock for cash at $0.001 -	4,000,000	4,000	-	-
June 17, 1999
Issuance of common stock for cash at $0.001 -	6,000,000	6,000	-	-
July 26, 1999
Issuance of common stock for cash at $0.10 -	26,500	27	2,623	-
August 15, 1999
Contributions to capital - expenses - related	-	-	10,800	-
parties
Net operating loss for the period May 5, 1999 to	-	-	-	(24,058	)
April 30, 2000
Contributions to capital - expenses - related	-	-	10,800	-
parties
Net operating loss for the year ended April 30,	-	-	-	(17,862	)
2001
Contributions to capital - expenses - related	-	-	10,800	-
parties
Net operating loss for the year ended April 30,	-	-	-	(22,906	)
2002
Issuance of common stock for cash at $0.15 -	533,333	533	79,468	-
November 2002 & January 2003
Issuance of common stock for purchase of	6,000,000	6,000	5,092	-
subsidiary - Note 5
Issuance of common stock for cash at $0.25 -	195,250	195	48,618	-
April 2003
Issuance of common stock for payment of debt -	148,000	148	36,852	-
at $0.25 - April 10, 2003
Contribution to capital - expenses - related parties	-	-	6,000	-
Net operating loss for the year ended April 30,	-	-	-	(115,984	)
2003
Issuance of common stock for cash at $0.25 -	2,573,587	2,574	640,822	-
2003-2004
Issuance of common stock for property payment at $0.25	50,000	50	12,450	-
Issuance of common stock for cash at $0.70 -	3,100,000	3,100	2,166,900	-
March 2004
Net operating loss for the year ended April 30,	-	-	-	(1,042,182	)
2004
Issuance of common stock for property payment at $0.495	50,000	50	24,700
Net operating loss for the six month period ended	-	-	-
October 31, 2004				(1,603,997	)
Balance October 31, 2004	22,676,670	22,677	3,055,925	(2,826,989	)

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

F-4

QUINCY GOLD CORP. AND SUBSIDIARY
(Exploration Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)

	Three Months		Three Months		Six Months		Six Months		Inception
	ended		ended		ended		ended		to
	October 31,		October 31,		October		October		July 31,
	2004		2003		31, 2004		31, 2003		2004
	$		$		$		$		$

CASH FLOWS FROM
OPERATING ACTIVITIES

Net loss	(1,252,911	)	(153,558	)	(1,603,997	)	(215,940	)	(2,826,989	)

Adjustments to reconcile net loss to net cash
provided by operating activities

Amortization	375		375		750		751		2,744
Change in other receivables	6,407		-		2,474		-		-
Change in accounts payable	140,220		32,171		52,383		37,681		208,794
Capital contributions - expenses - related	-		-		-		-		38,400
parties
Issuance of common stock for property	24,750		12,500		24,750		12,500		37,250
payments					-
Net Change in Cash From Operations	(1,081,159	)	(108,512	)	(1,523,640	)	(165,008	)	(2,539,801	)

CASH FLOWS FROM FINANCING
ACTIVITIES

Proceeds from issuance of common stock	-		560,417		-		560,417		2,954,860
Change in Accounts Payable – Related Party	23,561		28,125		(26,460	)	26,625		-
Net Change in Cash	(1,057,598	)	480,030		(1,550,100	)	422,034

Cash at Beginning of Period	1,472,657		872		1,965,159		58,868		-
Cash at End of Period	415,059		480,902		415,059		480,902		415,059

SCHEDULE OF NONCASH
OPERATING ACTIVITIES

Capital contributions - expenses - related	-				-				38,400
parties
Issuance of 100,000 common shares for	-				-
property payments									37,250

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

F-5

QUINCY GOLD CORP. AND SUBSIDIARY
(Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
October 31, 2004
(Unaudited)

1. ORGANIZATION

The Company was incorporated under the laws of the State of Nevada on May 5, 1999 with the name “Quincy Resources, Inc.” with authorized common stock of 200,000,000 shares at $0.001 par value.

On July 7, 2004 the name was changed to “Quincy Gold Corp.”

The Company was organized for the purpose of acquiring and developing mineral properties and at the report date mineral claims had been acquired. The Company has not established the existence of a commercially mineable ore deposit and therefore is considered to be in the exploration stage.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods

The Company recognizes income and expenses based on the accrual method of accounting.

Basic and Diluted Net Income (Loss) Per Share

Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common shares and common equivalent shares outstanding as if shares had been issued on the exercise of any common share rights unless the exercise becomes antidilutive and then the diluted income (loss) per shares is not shown.

Income Taxes

The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recognized, when it is more likely than not, that such tax benefits will not be realized. On October 31, 2004 the Company had a net operating loss carry forward of $2,826,989. The tax benefit of approximately $848,000 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 not been able to project an estimated future operating profit. The net operating loss expires starting 2015 through 2025.

F-6

QUINCY GOLD CORP. AND SUBSIDIARY
(Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
October 31, 2004
(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Mineral Claim Costs

Cost of acquisition, exploration, carrying and retaining unproven mining leases are expensed as incurred.

Environmental Requirements

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

Principles of Consolidation

The consolidated financial statements include the accounts of Quincy Gold Corp. (parent) and its wholly owned subsidiary Atlas Database Corp. All intercompany transactions have been eliminated.

Concentration of Credit Risk

There are no financial instruments that potentially subject the Company to significant concentration of credit risks except that the Company maintains cash in banks over the federally insured amounts of $100,000, but are otherwise in banks of high quality.

Revenue Recognition

Revenue is recognized on the sale and delivery of a product or the completion of services provided.

Statement of Cash Flows

For the purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents.

Financial Instruments

The carrying amounts of financial instruments, including cash and accounts payable, are considered by management to be their estimated fair values due to their short term maturities.

F-7

QUINCY GOLD CORP. AND SUBSIDIARY
(Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
October 31, 2004
(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Key Employee Stock Option Plan

Estimates and Assumptions

Management uses estimates and assumptions in preparing financial statements in accordance with accounting principles generally accepted in United States of America. Those estimates and assumptions may 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.

Recent Accounting Pronouncements

The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.

3. ACQUISITION OF A DATABASE BY ATLAS DATABASE CORP. (SUBSIDIARY)

In June 1, 2000 Atlas Database Corp. (subsidiary) purchased a database for $15,000. The database contains information on the natural resources and 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, particularly sediment hosted disseminated gold mineralized material and volcanic hosted disseminated hot springs gold mineralized material from which the Company, and its subsidiary, is using for the Company’s stated business objective of locating, acquiring, and exploring, mineral natural resource properties.

The database is being amortized to expense, on the straight line method, over 10 years starting, on the date of purchase.

4. ACQUISITION OF MINERAL LEASES

The following acquired claims have not been proven to have a commercially mineable ore reserves and therefore all costs of exploration and retaining the properties have been expensed.

F-8

QUINCY GOLD CORP. AND SUBSIDIARY
(Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
October 31, 2004
(Unaudited)

4. ACQUISITION OF MINERAL LEASES - continued

Silver Bow Property

In February, 2003 the Company optioned 73 unpatented lode mining claims in Nye County, Nevada known as the Silver Bow Property. The terms of the option provide for advanced royalty payments totaling $165,000 by the fifth anniversary date as follows:

$10,000 upon signing (paid)
$15,000 on the 1^st anniversary (paid)
$20,000 on the 2^nd anniversary
$30,000 on the 3^rd anniversary
$40,000 on the 4^th anniversary
$50,000 on the 5^th anniversary and yearly thereafter

The vendors maintain a 3% Net Smelter Return (NSR) royalty in the property. 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.

Lantern Property

On July 31, 2003, the Company entered into a mining lease with Newmont Mining Corporation for patented fee land totaling 1,123 acres, and also received a quit claim deed for 340 acres consisting of 22 unpatented mining claims. The property is known as the Lantern Property. Platoro West Incorporated, a corporation controlled by William Sheriff, one of the Company’s officers and shareholders, is also a party to the Mining Lease.

Under the lease agreement the Company is required to spend $25,000 on exploration and assessment work during each of the years ended July 31, 2005 and 2006, $50,000 during each of the years ended July 31, 2007 through 2112 and $100,000 each year after that. The lease is subject to a maximum 4% NSR.

The title to 1,000 acres of the above property is being challenged in a court action, and is presently on appeal in the Nevada Supreme court.

Quartz Mountain Property

On October 15, 2003 the Company acquired an exclusive option from Seabridge Gold Corporation to earn a 50% interest in 67 unpatented mining claims located in Lake County, Oregon known as the Quartz Mountain Property.

F-9

QUINCY GOLD CORP. AND SUBSIDIARY
(Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
October 31, 2004
(Unaudited)

4. ACQUISITION OF MINERAL LEASES - continued

Quartz Mountain Property - continued

The terms of the agreement includes payments of cumulative exploration expenditures totaling $1,500,000 on or before October 15, 2008 with the following minimum payments:

$100,000 by October 15, 2004 (paid), an additional $150,000 by October 15, 2005, an additional $250,000 by October 15, 2006, and the balance the of $1,000,000 by October 15, 2008, and the issuance of 50,000 shares of common capital stock (completed), and 200,000 shares within 30 days of satisfying the expenditures described above.

Empire Property

On December 15, 2003 the Company entered into a Mining Lease and Agreement with Nevada Contact Inc., for 22 unpatented mineral claims (except oil and gas) situated in Owhee County, Idaho, known as the Empire Claims, and certain additional lands (except oil and gas) comprising 552 acres, more or less, also located in Owhee County, Idaho pursuant to a State of Idaho Department of Lands Mineral Lease.

The terms of the lease include an annual advance royalty payment of $10,000 on December 15 of each year beginning December 15, 2003. The Empire Claims are subject to a 3% net smelter return royalty, which will be reduced to 1% after Nevada Contact Inc. has received a total compensation of $1,000,000.

Miller Property

During January, 2004 the Company entered into a Mining Lease and Agreement with Pacific Intermountain Gold Corporation in which the Company leased 21 unpatented lode claims located in Esmeralda County, Nevada known as the “Miller Property”. The terms of the agreement includes the following lease and minimum royalty and exploration payments.

		Advance Royalty
	Lease	& Exploration
January 23, 2004 (paid)	$ 5,000	-
January 23, 2005	7,500	$ 20,000
January 23, 2006	10,000	$ 35,000
January 23, 2007	15,000	$ 50,000
January 23, 2008	30,000	$ 70,000
January 23, 2009 and yearly thereafter	50,000	$100,000
until commencement of commercial production.

F-10

QUINCY GOLD CORP. AND SUBSIDIARY
(Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
October 31, 2004
(Unaudited)

4. ACQUISITION OF MINERAL LEASES - continued

Miller Property - continued

The property is subject to a sliding scale net smelter returns royalty ranging from 2% for gold prices under $300.00/oz to 5% for gold prices in excess of $500.00/oz. Advance royalty payments are credited against the sliding scale net smelter returns royalty.

The Company’s largest shareholder holds a 25% interest in Pacific Intermountain Gold Corporation.

Seven Troughs Property

During March, 2004 the Company acquired a perpetual lease of mineral properties located in Pershing County, Nevada, known as the Seven Troughs Property from Newmont Capital Limited. The lease consists of three claim groups, which are owned, leased or optioned by Newmont Capital Limited. Certain of the claims are subject to underlying net smelter returns royalties of 1% to 1.5% .

The Company is required to satisfy all obligations under the leases for Seven Troughs Property which include reimbursing Newmont for an advance minimum royalty payment of $25,000 (paid) and making payments on or before January 1 as follows:

$50,000 on January 1, 2005, $75,000 on January 1, 2006, and $100,000 on January 1, 2007 and yearly thereafter.

The advance royalty payments will be credited against 1% of the smelter returns royalty payable to the Lessor in respect of certain of the Leases.

The terms of the agreement also includes payments totaling $5,000,000 in exploration expenditures as follows:

$500,000 on or before September 1, 2005
$650,000 on or before September 1, 2006
$850,000 on or before September 1, 2007
$1,250,000 on or before September 1, 2008 and
$1,750,000 on or before September 1, 2009

The $500,000 of exploration expenditures due by September 1, 2005 is a firm commitment by the Company.

F-11

QUINCY GOLD CORP. AND SUBSIDIARY
(Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
October 31, 2004
(Unaudited)

4. ACQUISITION OF MINERAL LEASES - continued

Bald Mountain Property

In October, 2004, the Company acquired Options to earn up to a 100% interest in two groups of mineral properties in Natrona and Fremont Counties, Wyoming from Bald Mountain Mining Co.

As consideration for the Options, the Company has agreed to pay the sum of $50,000 and issue 100,000 shares, of which $35,000 has been paid and 50,000 shares issued.

In order to exercise the option on the first property, the Company must incur cumulative exploration expenditures of $5,000,000 as follows:

$150,000 on or before October 14, 2005
$500,000 on or before October 14, 2006
$1,000,000 on or before October 14, 2007
$2,000,000 on or before October 14, 2008 and
$5,000,000 on or before October 14, 2009

In the event that the Company incurs some, but not all, of the cumulative exploration expenditures on the first property the Company shall be deemed to have earned an undivided 10% interest for each $500,000 of cumulative exploration expenditures incurred and will enter into a Joint Venture on the property.

In order to exercise the option on the second property, the Company must incur cumulative exploration expenditures of $1,000,000 as follows:

$100,000 on or before October 14, 2005
$250,000 on or before October 14, 2006
$500,000 on or before October 14, 2007 and
$1,000,000 on or before October 14, 2008

In the event that the Company incurs some, but not at all, of the cumulative exploration expenditures on the second property the Company shall be deemed to have earned an undivided 10% interest for each $100,000 of the cumulative exploration expenditures incurred and will enter into a Joint Venture on the property.

For each $500,000 of exploration expenditures on both properties the Company is required to issue an additional 50,000 Shares, to a maximum 1,000,000 Shares.

The patented mining claims comprised in the first property are subject to a 4% NSR and the unpatented mining claims comprised in the first property are subject to a 3% NSR. The second property is subject to a 3% NSR.

F-12

QUINCY GOLD CORP. AND SUBSIDIARY
(Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
October 31, 2004
(Unaudited)

5. ACQUISITION OF ALL STOCK OF ATLAS DATABASE CORP.

On January 24, 2003 the Company acquired all of the outstanding stock of Atlas Database Corp.

(subsidiary) by the issuance of 6,000,000 restricted common shares of the Company, representing 36 % of the outstanding shares of the Company after the acquisition. The acquisition was recorded as a purchase with no good will recognized. The only asset held by Atlas Database Corp. (subsidiary) was the database outlined in note 3. The stock of Atlas Database Corp. acquired by the Company was valued at $11,092, the remaining book value of the database held by Altas Database Corp. (subsidiary). The value of the 6,000,000 restricted shares issued by the Company was otherwise undeterminable. 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.

6. COMMON CAPITAL STOCK AND WARRANTS

Since inception the Company completed private placement offerings of 16,428,670 common shares for $2,954,860, 148,000 shares for payment of a debt, 6,000,000 shares for the purchase of all outstanding shares of Atlas Database Corp., and 100,000 shares for the purchase of mineral claims.

The Company issued 1,550,000 common share warrants as part of the issuance of 3,100,000 common shares on April 5, 2004. The warrants entitle the holders to purchase 1,550,000 common shares of the Company for $1.00 and will expire in September 2005.

7. 2003 KEY EMPLOYEE STOCK OPTION PLAN

The Company established a 2003 Key Employee Stock Option Plan on October 15, 2003 and has issued 1,670,000 options on December 3, 2003, and 225,000 options on January 13, 2004, with an expiration date of December 3, 2008, to selected officers-directors and consultants, to purchase an equal number of common shares, which can be purchased by the option holder after the vesting periods. 1,670,000 of the options have an option price of $0.25 and vest one fourth on January 1, 2004, one fourth on July 1, 2004, one fourth on January 1, 2005, and one fourth on July 1, 2005. 225,000 of the options have an option price of $0.67, which was amended to $0.45 on June 15, 2004, and vest one fourth on July 13, 2004, one fourth on January 13, 2005, one fourth on July 13, 2005, and one fourth on January 13, 2006. The trading value of the shares on December 3, 2003 was $0.25 and on January 13, 2004 a value of $0.59. None of the options had been exercised by the October 31, 2004.

F-13

QUINCY GOLD CORP. AND SUBSIDIARY
(Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
October 31, 2004
(Unaudited)

7. 2003 KEY EMPLOYEE STOCK OPTION PLAN - continued

SFAS No. 123, “Accounting for Stock-Based Compensation,” establishes accounting and reporting standards for stock-based employee compensation plans. As permitted by SFAS No. 123, the Company accounts for such arrangements under the intrinsic value method as provided in APB Opinion No. 25, “Accounting for Stock Issued to Employees.” and related interpretations. Accordingly, no compensation expense is recognized for stock option grants because the exercise price of the stock options equals or exceeds the market price of the underlying stock on the date of the grant to officers-directors or employees.

The Company applies the intrinsic value method in accounting for its stock based compensation plan. If the Company had measured compensation under the fair value based method for stock options the net operating loss and loss per share amounts for the period ended October 31, 2004 would have been as follows:

	$
Net loss as reported	(1,603,997	)
Stock based employee compensation expense	(35,000	)
Net pro-forma loss	(1,638,997	)

Net loss per common share
as reported	$(0.070	)
pro-forma	$(0.072	)

8. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

The Company has paid consultant and management fees of $152,373 for the six month period ended October 31, 2004.

9. COMMITMENTS

On July 1, 2004, the Company retained the services of an investor relations firm for a period of twelve months ending June 30, 2005. The Company is required to pay to $5,000 per month over the term (for a total of $60,000) and has also agreed to issue an option to acquire a total of 395,000 common shares at a price of $0.40 per share until June 30, 2009.

On June 17, 2004 the Company retained the services of another investor relation firm for a period of twelve months ending June 16, 2005. The Company paid a one time payment of $5,000 and has also agreed to give an option for 50,000 shares of the Company’s common stock at a price of $0.40 per share until June 16, 2005.

F-14

QUINCY GOLD CORP. AND SUBSIDIARY
(Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
October 31, 2004
(Unaudited)

10. SUBSEQUENT EVENTS

Acquisition of Mineral Properties

Arizona Strip Breccia Property

The Company acquired, subject to Exchange approval, an option to earn up to 50% interest in eight mineral properties host to identified or indicated breccia pipes located in Coconino and Mohave Counties, Arizona.

As consideration for the options, the Company is committed to make cash payments in the amount of $10,000 and issue 125,000 shares. In order to exercise the options in full, the Company is required to spend $1,500,000 on the exploration and development of the properties and issue an additional 525,000 shares.

Hosta Butte, Hansen and Churchrock Properties

The Company entered into a letter of intent with pursuant to which the Company could earn a 65% interest in three separate uranium properties located in New Mexico and Colorado. As consideration for the options, the Company proposes to issue 4,000,000 shares of common stock and, in order to exercise the options, the Company will be required to spend a total of $4,250,000 on exploration and development of the properties over a four-year period, of which $500,000 would be a firm commitment, and issue to an additional 1,050,000 shares of common stock per property. The letter of intent requires satisfactory due diligence reviews prior to the execution of binding agreements.

Private placement

The Company has agreed to re-price the previously announced private placement to CAD$0.45 per unit, each unit consisting of one common shares and one half of one warrant. The warrant exercise price of the warrants has also been amended to CAD$0.65 per share and the minimum amount of the financing has been amended to $1-million.

Debt Settlement

The Company has agreed to settle debts of $28,150 owing to its president through the issuance of 112,600 shares of common stock at a price $0.25 per share, subject to the approval of the TSX Venture Exchange.

Stock option plan

The Company’s board of directors has, subject to shareholder approval, determined to amend the terms of the Company’s 2003 key employee stock option plan to increase the number of shares authorized under the plan from 1.9 million to 10 per cent of the Company’s outstanding undiluted share capital on a rolling basis.

F-15

QUINCY GOLD CORP. AND SUBSIDIARY
(Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
October 31, 2004
(Unaudited)

10. SUBSEQUENT EVENTS- continued

Consulting Agreement

The Company has entered into a six month geological consulting agreement pursuant to which it has agreed to pay the consultant CAD $5,000 per month first three months and CAD$ 6,000 during the second three months and issue to the consultant options to acquire up to 250,000 shares of the Company’s common stock for a period of five years at a price of $0.30 per share, subject to the following vesting provisions: one fourth on April 1, 2005, one fourth on November 1, 2005, one fourth on April 1, 2006 and one fourth on November 1, 2006. The option grant is subject to shareholder approval and the approval of the TSX Venture Exchange.

F-16

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Description of Business

We were incorporated in the State of Nevada on May 5, 1999 with an authorized capital of 200,000,000 shares of common stock, par value $0.001 as “Quincy Resources Inc.” On July 7, 2004 we changed our name to “Quincy Gold Corp.” We own seven mineral properties as well as a natural resource mineral database. Our business office is located at 309 Center Street, Hancock, MI 49930. Our telephone number is (906) 370-4695.

We were organized for the purpose of acquiring and developing mineral properties. We own interests in seven sets of mineral claims: the Silver Bow Property, the AG Property, the Lantern Property, the Quartz Mountain Property, the Empire Property, the Miller Property and the Seven Troughs Property and have recently agreed to acquire two additional sets of mineral claims, the Rattlesnake Hills Property and the Lewiston Property. In addition, subsequent to the reporting period, we acquired interests in eight mineral properties located in Coconino and Mohave Counties, Arizona and entered into a letter of intent to acquire three additional sets of mineral claims.

We are in the exploration stage and 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. There is no assurance that a commercially viable mineral deposit exists on any of our properties. Further exploration will be required before a final evaluation as to the economic and legal feasibility is determined. 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. Our 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.

The following discussion and analysis explains the major factors affecting our financial condition. The following discussion of our financial condition and plan of operations should be read along with the financial statements and notes to the financial statements included elsewhere in this quarterly report.

We are a start-up, exploration stage company and have not yet generated or realized any revenues from our business operations.

None of our properties has commenced commercial production and we have no history of earnings or cash flow from our operations. None of our properties has any known reserves and any proposed program by us is exploratory in nature. 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.

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. While we believe that we have sufficient resources to continue in business until at least December 2004, we may not be able to continue in business beyond that date unless we obtain additional capital to pay our bills. Our

management has not made a commitment of financial support to meet future obligations and we have not generated any revenues and no revenues are anticipated unless and until mineralized material is discovered on the properties that we have an interest in. Accordingly we must raise cash from other than the sale of mineralized materials. We will be conducting research in connection with the exploration of our properties. We are not planning to buy or sell any plant or significant equipment.

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

Plan of Operation

Our business plan is to proceed with the exploration of our mineral properties to determine whether there are commercially exploitable reserves of gold, silver or other metals.

We are planning to focus our efforts for the current fiscal year on our Quartz Mountain and Seven Troughs Properties and begin work on our Rattlesnake Hills, Lewiston and Arizona Strip Breccia Properties. We have recently commenced a drill program on our Quartz Mountain Property which we expect will be completed in the spring of 2005. Once we receive results from this exploration program, we will assess whether to proceed to any further exploration phases. In making this determination, we will make an assessment as to whether the results are sufficiently positive to enable us to obtain the financing necessary to proceed.

We are also compiling data in order to begin a drill program on our Seven Troughs Property. We expect to have completed our data compilation by September 2004 following which we will determine the scope and timing of an exploration program on the Seven Troughs Property. We are also compiling data on our Rattlesnake Hills, Lewiston and Arizona Strip Breccia Properties to determine the extent of our exploration programs.

As at the date of this report we have sufficient funds to complete the Quartz Mountain exploration program. However, we will require additional financing for additional work programs.

There are no known reserves on any of our mineral properties and any proposed program by us is exploratory in nature. We have not conducted any significant exploration activities on our mineral properties. We are presently in the exploration stage and there is no assurance that a commercially viable mineral deposit, a reserve, exists in any of our properties until further exploration is done and a comprehensive evaluation concludes economic and legal feasibility.

Results of Operations – Six Months ended October 31, 2004

We did not earn any revenues during the six month period ended October 31, 2004. We do not anticipate earning revenues until such time as we have entered into commercial production of our mineral properties. We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on our properties, or if such resources are discovered, that we will enter into commercial production of our mineral properties.

On October 6, 2004 our common stock was listed on the TSX Venture Exchange under the symbol “QGO”

We have incurred operating expenses in the amount of $2,826,989 for the period from inception on May 5, 1999 to October 31, 2004. These operating expenses included: (a) exploration expenses of $1,532,988; (b) consulting fees of $333,467; (c) legal and accounting fees of $280,470; (d) shareholder

communication costs of $193,489; (e) travel and promotional expenses of $167,400; and (f) executive compensation expenses of $148,000.

We incurred a loss in the amount of $2,826,989 for the period from inception on May 5, 1999 to October 31, 2004. For the six month period ended October 31, 2004 only, we incurred a loss of $1,603,997 as compared to a loss of $215,940 for the six month period ended October 31, 2003. Our loss for the current period was attributable to exploration expenses ($958,594), consulting fees ($34,390), legal and accounting fees ($62,407), shareholder communication costs ($57,175), travel and promotional expenses ($25,164), and executive compensation expenses ($50,000). The increase in loss was attributed solely to the increased expenses incurred as a result of our increased business activity.

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 October 31, 2004 we had cash of $415,059 and working capital of $243,265. We believe that we currently have sufficient working capital to pay our administrative and general operating expenses through December 2004 and to complete our exploration program on the Quartz Mountain Property.

We have also executed an Engagement Letter with a broker-dealer pursuant to which we have appointed the broker-dealer as our agent to sell, on a reasonable efforts basis and by way of private placement, up to CAD $4,000,000 worth of units at a price of CAD $0.45 per unit, each unit consisting of one share and one half of one warrant. Each whole share purchase warrant will be exercisable into one common share at a price of CAD $0.65 for a period of eighteen months. The proceeds of the financing are to be utilized to fund the exploration and delineation of our exploration projects in Oregon, Nevada and Wyoming and for general working capital purposes. Closing of the financing is subject to certain conditions, including a minimum of CAD $1,000,000 being raised and the listing of the company’s common shares on the TSX Venture Exchange.

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 beyond December 2004, to make the future lease payments required on mineral properties and to conduct additional exploration programs thereon. Failure to obtain such additional financing will result in the loss by us of our interests in our mineral properties. Other than as stated above, 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.

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.

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, located on 1,460 acres, 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 (paid);
$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^stthereafter.

AG Property

In March 2003, we staked 43 lode mining claims in Humboldt County, Nevada known as the AG Property. The claims are registered in our name.

The AG Property is located approximately 32 miles northwest of the town of Orovada in Humboldt County, Nevada.

Lantern Property

On July 31, 2003, we entered into a mining lease with Newmont Mining Corporation for patented fee land totaling 1,123 acres, and also received a quit claim deed for 340 acres consisting of 22 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.

Specifically excluded from the agreement are 22 unpatented mining claims under lease to Romios Gold Resources, Inc. a Canadian corporation.

The Lantern Property is located in Pershing County, Nevada, about 62 miles from Winnemucca, 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;
$50,000 during the 12 month period ended July 31, 2010;
$50,000 during the 12 month period ended July 31, 2011;
$50,000 during the 12 month period ended July 31, 2012; and
$100,000 during the 12 month period ended July 31, 2013 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.

Quartz Mountain Property

Pursuant to the terms of an Option Agreement made as of October 15, 2003 with Seabridge Gold Corporation (a wholly-owned subsidiary of Seabridge Gold Inc.) (“Seabridge”) we acquired an exclusive option to earn a 50% interest in 67 unpatented mining claims located in Lake County, Oregon known as the Quartz Mountain Property, subject to certain exclusions. Our rights pursuant to the Option Agreement specifically exclude a reported 2.7 million ounce low-grade gold resource, discussed below. Our exploration program will focus on other reported grades of mineralization

Pursuant to the terms of the Option Agreement, in order to maintain our option and earn the 50% interest we must:

incur cumulative exploration expenditures of $1,500,000 on or before October 15, 2008 asfollows
- by October 15, 2004, $100,000,
- by October 15, 2005, $250,000,

by October 15, 2006, $500,000, and
by October 15, 2008, $1,500,000;

issue to Seabridge 250,000 shares of our common stock as follows
- 50,000 shares on execution of the Option Agreement (which shares have been issued),and

200,000 shares with 30 days of satisfying the expenditure obligations described above.

If those conditions are satisfied, we will be deemed to have exercised the option and earned our 50% interest in the Quartz Mountain Property, at which time we will be deemed to have entered into a Joint Venture Agreement with Seabridge.

We may also increase our interest in the Quartz Mountain Property from 50% to 62.5% by (i) funding 100% of a feasibility study on the Quartz Mountain Property within three years; and (ii) issuing 250,000 shares at the completion of the feasibility study.

We are required to make the first $100,000 of expenditures and to pay all fees required to keep the Quartz Mountain Property in good standing. Once we have made the first $100,000 of expenditures we may terminate the Option Agreement on 60 days written notice to Seabridge.

The Option Agreement is subject to two Royalty Agreements, the first of which is between Seabridge and William M. Sheriff, our largest shareholder (the “Sheriff Royalty”) pursuant to a Royalty Agreement dated December 18, 2001, and the second of which is between Seabridge and Quartz Mountain Resources Ltd. (the “QMR Royalty”) pursuant to an Asset Purchase and Sale and Royalty Agreement dated December 17, 2001. Pursuant to the Sheriff Royalty, Sheriff is entitled to a 0.5% net smelter returns royalty from all ore mined on the Quartz Mountain Property, and pursuant to the QMR Royalty, Quartz Mountain Resources Ltd. is entitled to a 1% net smelter returns royalty from all ore mined on the Quartz Mountain Property.

The Quartz Mountain Property is located in the Fremont National Forest in south-central Oregon approximately 30 miles west-northwest of the town of Lakeview on Oregon State Highway 140.

Empire Property

On December 15, 2003 we entered into a Mining Lease and Agreement with Nevada Contact Inc., in respect of 22 unpatented mineral claims (except oil and gas) situated in Owhee County, Idaho (the “Empire Claims”) and certain additional lands (except oil and gas) comprising 552 acres, more or less, also located in Owhee County, Idaho pursuant to a State of Idaho Department of Lands Mineral Lease (the “Empire Lease”).

In order to maintain the lease on the Empire Claims and the Empire Lease we are required to make an annual advance royalty payment of $10,000 on December 15 of each year beginning December 15, 2003.

The Empire Claims are subject to a 3% net smelter return royalty (which shall be reduced to 1% after Nevada Contact Inc. has received total compensation of $1,000,000) and the Empire Lease is subject to a 1% net smelter return royalty.

Pursuant to the terms of the Mining Lease and Agreement we have also agreed with Nevada Contact Inc. that, in the event we locate any additional unpatented mining claims within an “Area of Interest” surrounding the Empire Property, such claims will be subject to the Mining Lease and Agreement. The “Area of Interest” extends 2,640 feet from the exterior perimeter of the Empire Property.

The Empire Property (formerly known as the War Eagle Property) is located in Owyhee County in the southwest corner of the state of Idaho approximately 50 miles in a straight line southwest of the city of Boise.

Miller Property

In January, 2004 we entered into a Mining Lease and Agreement with Pacific Intermountain Gold Corporation pursuant to which we leased 21 unpatented lode claims located in Esmeralda County, Nevada known as the “Miller Property”. William Sheriff, our largest shareholder, holds a minority (25%) interest in Pacific Intermountain Gold Corporation. Under the Mining Lease and Agreement we have paid an advance royalty of $5,000 and are required to complete a $20,000 work commitment by January 23, 2005. In order to maintain the lease we are required to make the following additional advance royalty payments and exploration expenditures:

Date	Advance Royalty Payment	Exploration Expenditure
January 23, 2004 (paid)	$5,000	$Nil
January 23, 2005	7,500	$20,000
January 23, 2006	10,000	$30,000
January 23, 2007	15,000	$50,000
January 23, 2008	30,000	$70,000
January 23, 2009 and every January 23 thereafter	$50,000	$100,000, until commencement of commercial production

Pursuant to the Mining Lease and Agreement the Miller Property is subject to a sliding scale net smelter returns royalty ranging from 2% for gold prices under $300.00/oz to 5% for gold prices in excess of $500.00/oz. Advance royalty payments are credited against the sliding scale net smelter returns royalty.

The Miller Property is located in Esmeralda County in the southwestern portion of the State of Nevada, approximately 13 miles in a straight line, west of the town of Tonopah located at the intersection of U.S. Routes 6 and 95.

Seven Troughs Property

We have acquired a perpetual lease of certain mineral properties located in Pershing County, Nevada and known as the Seven Troughs Property from Newmont Capital Limited (“Newmont”) pursuant to the terms of a Minerals Lease, Sublease and Agreement dated and effective March 1, 2004 between ourselves and Newmont.

The Seven Troughs Property consists of three sets of claims as follows:

34 patented lode mining claims (6 of which are subject to a 1.5% net smelter returns royalty) and 8 unpatented lode mining claims situate in Sections 12, 13, 23-26, 35 and 36, Township 30 North, Range 28 East, and Section 7 and 19, Township 30 North, Range 29 East, MDB&M, Pershing County, State of Nevada (the “Owned Claims”);
5 patented lode mining claims situate in Sections 25 and 36, Township 30 North, Range 28 East, MDB&M, Pershing County, State of Nevada which are subject to the Option and Purchase

Agreement dated effective April 15, 1999, between Western United Mines, Inc., a Utah corporation, and Seven Troughs Joint Venture, a Nevada Joint Venture among Franco-Nevada Mining Corporation, Inc. and Euro-Nevada Mining Corporation, Inc. (the “Optioned Claims”); and

Subleased 76 unpatented and 64 patented lode mining claims and leased 162 unpatented claims situate in Sections 12, 13, 23-26, 35 and 36, Township 30 North, Range 28 East; and Sections 18, 19, 30 and 31 of Township 40 North, Range 29 East, MDB&M, Pershing County, State of Nevada which are subject to the Mining Lease (Long Form) dated December 31, 1975, between Slash, Inc., a Nevada corporation, and John M. Robinson; and to the Robinson Seven Troughs Mineral Lease and Sublease Agreement dated as of January 1, 1999, between John M. Robinson and Seven Troughs Joint Venture, a Nevada Joint Venture among Franco-Nevada Mining Corporation, Inc. and Euro-Nevada Mining Corporation, Inc. (the “Leased Claims”).

Pursuant to the terms of the Minerals Lease, Sublease and Agreement, we have been assigned Newmont’s rights to the agreement between Newmont and Western United Mines, Inc. (“Western”) in respect of the Optioned Claims (the “Option Agreement”). Pursuant to the Option Agreement, we are required to pay the sum of $9,000 to Western on or before April 15, 2004 and the sum of $9,000 to Western on or before April 15, 2005. We will thereafter be required to exercise the option to purchase the Optioned Claims on or before April 15, 2006 by paying to Western the sum of $300,000.

In addition, we are required to satisfy all obligations under the leases for the Leased Claims (the “Leases”). These obligations include reimbursing Newmont for the advance minimum royalty payment paid by Newmont to the lessor of certain of the Leases (the “Lessor”) $25,000 (which sum has been paid), as well as making the following advance royalty payments to the Lessor:

$50,000 on or before January 1, 2005;
an additional $75,000 on or before January 1, 2006; and
an additional $100,000 on or before January 1 of each year thereafter.

The advance royalty payments will be credited against a 15% net profits interest payable to the Lessor in respect of certain of the Leases. In addition, certain of the Leased Claims are subject to an additional 1% net smelter returns royalty.

Pursuant to the terms of the Minerals Lease, Sublease and Agreement, in order to keep its lease in good standing we are required to make a total of $5,000,000 in exploration expenditures as follows:

$500,000 on or before September 1, 2005;
an additional $650,000 on or before September 1, 2006;
an additional $850,000 on or before September 1, 2007;
an additional $1,250,000 on or before September 1, 2008; and
an additional $1,750,000 on or before September 1, 2009.

Exploration expenditures during any period specified above in excess of the amounts stated shall be carried forward and credited against expenditures required in the subsequent period or periods.

The $500,000 of exploration expenditures required on or before September 1, 2005 is a firm commitment by us.

Once we have expended $2,500,000 of exploration expenditures on the Seven Troughs Property (but prior to commencement of production) we are required to provide a positive feasibility study (a “Completion Notice”).

Prior to delivery of the positive feasibility study, and upon payment to us of 30% of the exploration expenditures made by us to that date, Newmont has the right to require us to enter into a joint venture on the Seven Troughs Property with Newmont having a 51% interest and us a 49% interest. Newmont will also be required to pay all expenditures by the joint venture up to an amount equal to 150% of the exploration expenditures made by us to that date. Newmont may also require us to enter into a joint venture on the Seven Troughs Property within 120 days of the delivery of the Completion Notice by paying to us 100% of the exploration expenditures made by us to that date, in which case Newmont will also be required to pay all expenditures by the joint venture up to an amount equal to 150% of the exploration expenditures made by us to that date.

In lieu of electing to enter into a joint venture, and once we have expended $2,500,000 of exploration expenditures on the Seven Troughs Property, Newmont may elect to receive a cash payment equal to 85% of the exploration expenditures made by us to that date (to a maximum of $5,500,000) following which Newmont will transfer its interest in the Seven Troughs Property to us, subject to a net smelter returns royalty on precious metals (gold, silver and platinum) as follows:

Monthly AverageGold Price (U.S.$/ounce)	Net Smelter Return Percentage
Less than $300	2.5%
$300 up to $399.99	3.5%
$ 400 up to $499.99	4.5%
$500 and over	5.5%

Pursuant to the terms of the Minerals Lease, Sublease and Agreement all lands within one-half mile of the boundaries of the Seven Troughs Property acquired by us will become part of the Seven Troughs Property and subject to the Minerals Lease, Sublease and Agreement.

In the event we determine the Seven Troughs Property does not merit further exploration, we will not make any further advance royalty payments or exploration expenditures (other than the $500,000 firm commitment). If we fail to make the advance royalty payments or exploration expenditures, the Minerals Lease, Sublease and Agreement will terminate and we will lose our interest in the Seven Troughs Property.

The Seven Troughs Property is located in Pershing County in the northwestern portion of the state of Nevada approximately 32 miles by road northwest of the town of Lovelock, located on Interstate Highway No. 80, about midway between the city of Reno and the town of Winnemucca.

Rattlesnake Hills and Lewiston Properties

Pursuant to the terms of an Option Agreement dated October 14, 2004 with Bald Mountain Mining Co. (“Bald Mountain”) we acquired options to earn up to a 100% interest in each of the Rattlesnake Hills and Lewiston Properties, subject to certain royalties. We are also required to maintain the Rattlesnake Hills and Lewiston Properties in good standing during the currency of the agreement and to pay the obligations of Bald Mountain to the underlying owner of the Rattlesnake Hills Property.

As consideration for the granting of the options, we have agreed to pay to Bald Mountain the sum of $50,000 and issue to Bald Mountain 100,000 shares of our common stock. The option consideration is to be paid as follows: $35,000 and 50,000 shares on execution of the Option Agreement (which has been paid) and $15,000 and 50,000 shares on April 14, 2005.

In order to exercise our option to acquire the Rattlesnake Hills Property, we are required to spend a total of $5,000,000 on exploration of the property over five years as follows:

$150,000 on or before October 14, 2005;
$350,000 on or before October 14, 2006;
$500,000 on or before October 14, 2007;
$1,000,000 on or before October 14, 2008; and
$3,000,000 on or before October 14, 2009.

We will earn an incremental interest in the Rattlesnake Hills Property of 10% for each $500,000 expended on exploration of the Rattlesnake Hills Property.

In order to exercise our option to acquire the Lewiston Property, we are required to spend a total of $1,000,000 on exploration of the property over four years as follows:

$100,000 on or before October 14, 2005;
$150,000 on or before October 14, 2006;
$250,000 on or before October 14, 2007; and
$500,000 on or before October 14, 2008.

We will earn an incremental interest in the Lewiston Property of 10% for each $100,000 expended on exploration of the Lewiston Property.

Pursuant to mining lease under which Bald Mountain acquired the Rattlesnake Hills Property, Bald Mountain is required to pay a 4% NSR to the owners of the property, with an annual advance royalty payment of $20,000 and to maintain the property in good standing. We have agreed to assume these obligations during the currency of our agreement with Bald Mountain.

The thirty patented mining claims comprised in the Rattlesnake Hills Property are subject to a 4% NSR. The 22 unpatented mining claims comprised in the Rattlesnake Hills Property are subject to a 3% NSR. The Lewiston Property is subject to a 3% NSR.

The Rattlesnake Hills Property is located approximately 45 miles west-southwest of Casper, in Natrona County, Wyoming. The Lewiston Property is located in Fremont County, Wyoming.

Arizona Strip Breccia Properties

Pursuant to the terms of a binding letter agreement effective November 9, 2004 with Clan Resources Ltd. (“Clan”) we have acquired an option to earn up to a 50% interest in eight mineral properties (the "Arizona Strip Breccia Properties") located in Coconino and Mohave Counties, Arizona.

As consideration for the option, we have agreed to issue to Clan 125,000 shares and pay to Clan $10,000.

In order to exercise the option, we must incur cumulative exploration expenditures of $1,500,000 on the Arizona Strip Breccia Properties and issue to Clan 525,000 shares as follows:

On or Before	Exploration and Development Expenditures	Shares
December 31, 2005	150,000	40,000
December 31, 2006	150,000	85,000
December 31, 2007	300,000	100,000
December 31, 2008	400,000	125,000
December 31, 2009	500,000	175,000

The initial exploration and development expenditure and share commitment of $150,000 and 40,000 shares is a firm commitment. All other exploration expenditures and share commitments are optional.

Upon exercise of the option Quincy and Clan will be deemed to have entered into a joint venture with Quincy as operator. We have the right to earn an additional 20% interest in the Arizona Strip Breccia Properties by funding the development of the Arizona Strip Breccia Properties through feasibility.

The binding letter agreement requires that we enter into a formal option agreement with Clan and is subject to the approval of the TSX Venture Exchange.

NZ Uranium Properties

We have entered into a non-binding letter of intent effective November 28, 2004 with NZ Uranium LLC (“NZ”) pursuant to which we could earn a 65% interest in three separate uranium resources located in New Mexico and Colorado (the “NZ Uranium Properties”).

As consideration for the options, we propose to issue to NZ 4,000,000 shares of common stock. In order to exercise the options, we will be required to spend a total of $4,250,000 on exploration and development of the NZ Properties over a four year period, of which $500,000 would be a firm commitment, and issue to NZ an additional 1,050,000 shares of common stock per property.

Under the proposed terms we would also have the right to increase our interest in any or all of the properties to 80% if we elect to fund one or more of the properties to a bankable feasibility study and obtain permits for the intended mining and processing operation, in which case we would be required to issue to NZ an additional 250,000 shares of common stock per property.

The letter of intent calls for a 45 day due diligence period, the execution of a binding agreement, and the approval of the TSX Venture Exchange.

Forward Looking Statements

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.

ITEM 3. 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 October 31, 2004 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. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On October 26, 2003 we issued 50,000 shares of our common stock to Bald Mountain Mining Co. pursuant to the terms of an Option Agreement dated October 15, 2004 between ourselves and Bald Mountain. These securities were issued in reliance upon the exemption from registration provided by s. 4(2) of the Securities Act.

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

Exhibits required to be attached by Item 601 of Regulation SB 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 31.2 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.
Exhibit 32.2 Certificate pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

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 GOLD CORP.

/s/ Daniel T. Farrell
Daniel T. Farrell
President, Chief Executive Officer Date:
December 15, 2004

/s/ James N. Fairbairn
James N. Fairbairn
Chief Financial Officer
Date: December 15, 2004

Quincy Energy (QCYR) Inactive 10QSB2005 Q2 Quarterly report (small business)