Quincy Energy 10QSB/A 2003 Q3 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 endedJanuary 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 registrant as specified in charter)
Nevada (State or other jurisdiction of Incorporation or organization)	98-0218264 (I.R.S. Employer Identification No.)
309 Centre Street Hancock MI, 49930-2107 (Address of principal executive offices) (Zip Code)
906-482-4695 Registrants telephone number, including area code
N/A (Former name, address, and fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), Yes [X] No [ ] and ( ) has been subject to filing requirements for the past 90 days. Yes [X] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the last practicable date.

Class Common Stock
$0.001 per share

Outstanding as of January 31, 2003
16,559,833

TABLE OF CONTENTS

PART I

ITEM 1

ITEM 2

ITEM 3

ITEM 4

PART 11

ITEM 1

ITEM 2

ITEM 3

ITEM 4

ITEM 5

ITEM 6

FINANCIAL INFORMATION

FINANCIAL STATEMENTS

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
DESCRIPTION OF BUSINESS
MANAGEMENTS PLAN OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
RESULT OF OPERATIONS

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

CONTROLS AND PROCEDURES

OTHER INFORMATION

LEGAL PROCEEDINGS

CHANGES IN SECURITIES AND USE OF PROCEEDS

DEFAULTS UPON SENIOR SECURITIES

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

OTHER INFORMATION

EXHIBITS AND REPORTS ON FORM 8-K

SIGNATURES

CERTIFICATES

F1-F10

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PART 1 FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The accompanying consolidated balance sheets of Quincy Resources Inc. (an exploration stage company) and subsidiary at January 31, 2003 and April 30, 2002 and the consolidated statement of operations and consolidated statement of cash flow for the nine months ended January 31, 2003 and 2002, and for the period from May 5, 1999 (date of inception) to January 31, 2003 have been prepared by the Companys 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 nine months ended January 31, 2003, are not necessarily indicative of the results that can be expected for the year ending April 30, 2003.

QUINCY RESOURCES INC.(and Subsidiary)
(Exploration Stage Company)

CONSOLIDATED BALANCE SHEETS

	January 31, 2003 (Unaudited) $	April 30, 2002 (Audited) $
	January 31, 2003 (Unaudited) $	April 30, 2002 (Audited) $
ASSETS Cash Database net or amortization (note 6) TOTAL ASSETS	70,229 11,039 81,268	41 - 41
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
CURRENT LIABILITIES Due to a related party Accounts payable Total Current Liabilities	38,814 1,903 40,717	6,016 13,801 19,817
STOCKHOLDERS EQUITY (DEFICIT)
Common stock 200,000,000 shares authorized, at $0.001 par value; 16,559,833 shares issued and outstanding Capital in excess of par value Deficit accumulated during the exploration stage Total Stockholders Equity (Deficit)	16,560 125,582 (101,591) 40,551	10,027 35,023 (64,826) (19,776)
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY	81,268	41

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

F2

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

	Three Months Ended January 31, 2003	Three Months Ended January 31, 2002	Nine Months Ended January 31, 2003	Nine Months Ended January 31, 2002	Inception to January 31, 2003
SALES	$ 0	$ 0	$ 0	$ 0	$ 0
GENERAL AND ADMINISTRATIVE EXPENSES:
Accounting Amortization Bank charges Consulting Edgar filing fees Geology report Incorporation costs Legal fees Executive Compensation Office Rent Staking fees Telephone Transfer agent Travel and promotion	565 53 106 0 0 0 0 5,879 1,500 158 0 5,000 300 1,775 8,602	950 20 0 200 0 0 0 1,500 131 900 0 300 1,473 0	1,565 53 154 0 0 0 0 13,238 4,500 183 900 5,000 600 1,970 8,602	2,852 84 0 659 0 0 465 4,500 836 2,700 2,902 900 1,680 0	13,915 53 434 1,000 2,083 1,950 670 13,703 22,500 1,861 11,700 9,007 4,200 7,600 10,915
NET LOSS	$ (23,938)	$ (5,474)	$ (36,765)	$ (17,576)	$ (101,591)
NET LOSS PER COMMON SHARE
Basic	$ -	$ -	$ -	$ -	$ -
AVERAGE OUTSTANDING SHARES
Basic	13,293,167	10,026,500	13,293,167	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

F3

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

	Three Months Ended January 31, 2003	Three Months Ended January 31, 2002	Nine Months Ended January 31, 2003	Nine Months Ended January 31, 2002	Inception to January 31, 2003
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (23,938)	$ (5,474)	$ (36,765)	$ (17,576)	$(101,591)
Adjustments to reconcile net loss to net cash provided by operating activities:
Donated services Amortization Increase in accounts payable	1,800 53 1,149	2,700 0 2,038	6,000 53 (11,898)	8,100 3,673	38,400 53 1,297
Net cash from operations	(20,936)	(736)	(42,610)	(5,803)	(61,235)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from stock issuances Advance from a related party Net cash from financing activities Net Increase (Decrease) in Cash Cash at Beginning of period	65,000 11,165 76,165 55,229 15,000	0 725 725 (11) 68	80,000 32,798 112,798 70,188 41	0 5,860 5,860 57 0	92,650 38,814 131,464 70,229 0
CASH AT END OF PERIOD	$ 70,229	$57	$ 70,229	$ 57	$ 70,229

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

F4

QUINCY RESOURCES INC. (and Subsidiary)
(Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
January 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 Companys 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.

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 Companys 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.

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIEScontinued
d) Income Taxes

On January 31, 2003, the Company had a net operating loss carry forward of $81,605. The tax benefit of $24,481 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 2014 and will fully expire in 2017.

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 Companys 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 January 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

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QUINCY RESOURCES INC. (and Subsidiary)
(Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
January31, 2003

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIEScontinued

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 Companys results of operations or financial position.

3. ACQUISITION OF MINERAL LEASES

a) English Township

In July 2001, the Company acquired and staked an undeveloped mineral claim containing 16 units covering 256 hectares located in the Ferrier Creek area of the English Township in the Porcupine mining Division of Ontario, Canada approximately 50 kilometres south of the mining community of Timmins. The Company re-staked the mineral claims on June 13, 2001 and recorded them as follows:

Mineral claim number P1184080 on July 4, 2001; and

Mineral claim numbers P1167077 and P1167078 on July 10, 2001.

The claims were allowed to expire in the second half of 2003.

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QUINCY RESOURCES INC. (and Subsidiary)
(Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
January31, 2003

b) Silver Bow

In January 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.

c) AG

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

4. COMMON STOCK

Since inception the Company completed Regulation D offerings of 16,559,833 shares of its capital stock for $92,650. The Company has undertaken a private placement of up to 1,000,000 common shares of the Company, at a price of $0.25 per share .

	Shares	Common Stock $	Capital in Excess of Par Value $	Accumulated Deficit $
Balance April 30, 2002 Issuance of common stock for cash @ $0.15 Issuance of common stock for a data base (note 6) Contributions to capital expenses - related parties Net loss for the period ended January 31, 2003	10,026,500 533,333 6,000,000 16,559,833	10,027 533 6,000 16,560	35,023 79,467 (5,092) 6,000 125,583	(64,826) (36,765) (101,591)

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.

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QUINCY RESOURCES INC. (and Subsidiary)
(Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
January31, 2003

5. RELATED PARTY TRANSACTIONS / BALANCES

The present officer-director of the Company who holds 24.2% of the common stock issued has advanced the sum of $38,814 to the Company, $26,814 through the payment of certain of the Companys expenses and $12,000 through demand loans to the Company which bear 10% simple interest. For the nine month period ended January 31, 2003, $6,000 has been included as donated services from officers and directors of the Company. These services include charges for office rent, telephone charges and management services.

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 ac quired 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 related 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.

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QUINCY RESOURCES INC. (and Subsidiary)
(Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
January31, 2003

7. SUBSEQUENT EVENT

In April 2003, the Company completed private placements with arms length investors for 192,250 common shares at $0.25 per share for total consideration of $48,813. No warrants were attached these private placements. 148,000 common shares were issued at $0.25 for the payment of debt.

8. 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.

F10

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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Description 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 three series of mineral claims, with unknown reserves, had been acquired: the Quincy Property, the Silver Bow Property and the AG Property, all of which are discussed below. 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 Companys ability to continue as a going concern. Managements plans for the continuation of the Company as a going concern include financing the Companys operations through sales of its unregistered common stock. If the Company is not successful with its plans, investors could then lose all or a substantial portion of their investment.

Managements 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. The Company undertakes 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 the Company that attempt to advise interested parties of factors which affect the Companys business, in this report, as well as the Companys 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, the Company has raised approximately $130,000 in equity capital pursuant to private placements, acquired a natural resource mineral exploration database, acquired or staked two additional mineral properties located in Nevada, and added depth of experience to its board of directors. The next steps in the Companys plan are to develop a public market for its common stock and to raise additional financing sufficient to locate, assess and acquire additional natural resource properties and to conduct preliminary exploration work on its properties.

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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 arms length negotiations between ourselves and Platoro.

Atlas Database Corp. was formed in January, 2003 and was assigned all of Platoros 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.

Platoros 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. H owever, 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 arms length third party the option granted to Platoro will terminate.

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Mineral Properties

Quincy Property

The Company had an independent consultant re-stake certain mineral claims in English township in the Porcupine Mining Division of Ontario, Canada on June 13, 2001 and had the mineral claims recorded as follows: number P1184080 was recorded on July 4, 2001 and numbers P1167078 and P1167077 were recorded on July 10, 2001. These claims are in good standing for two years from the date of recording. Therefore, none of the claims will expire until July 2003. No known mineral deposits are known to exist on the claims. The Company has not undertaken any exploration work on the claims since they were recorded in July 2001.

The claims comprising the Quincy Property were allowed to expire in the secon half of 2003.

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 located 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.

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AG Property

In March 2003, we staked 44 lode mining claims in Humboldt County, Nevada known as the AG Property. The claims comprising the AG Property were staked on our behalf by MXS Inc., and are currently registered in its name. MXS Inc. has executed a quit-claim deed in our favor and the claims comprising the AG Property are in the process of being transferred to us.

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.

Change of control

On August 16, 2002, Adam Smith, President and Director of the Company, and Gordon Krushniksy, Secretary, Treasurer and Director, each entered into two separate Stock Purchase Agreements with Daniel T. Farrell whereby Smith and Krushniksy sold collectively 4,000,000 common shares in the capital stock of the Company to Farrell for a total consideration of $4,000 cash. Pursuant to the above noted Agreement, Farrell was appointed the Companys President, Secretary and Treasurer. The Companys Board of Directors elected Farrell to the Board of Directors effect on August 30, 2002. At the same time, Smith and Krushnisky resigned. This resulted in a change of control.

Liquidity and Capital Resources

Management has determined that because of the deficiency in working capital, significant operating losses and lack of liquidity, there is doubt about the ability of the Company to continue in existence unless additional working capital is obtained.

At the present time, Quincy Resources Inc. does not have sufficient funds to undertake all of its exploration programs on its properties and therefore it will have to determine the best method of raising funds to accomplish its goals. To this end the Company has undertaken a two private placements. In the first, the Company issued 533,333 units, at a price of $0.15 per unit for gross proceeds of $80,000, each unit consisting of one common share of the Company and one-half of one common share purchase warrant to purchase one additional common share of the Company at a price of $0.25 for one year. This private placement closed on January 31, 2003 and was made in reliance upon the exemption provided by Regulation S.

The second private placement was completed in April 2003. 192,250 common shares were issued at $0.25 per share for total proceeds of $48,062. No warrants were attached to this private placement. This private placement was conducted in reliance upon exemptions provide by Regulation D and S.

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The monies raised ($128,062) are to be used to fund the initial acquisition costs of the Companys mineral properties and preliminary exploration work thereon, as well as for general working capital purposes. However, these funds will be insufficient to fund significant exploration activities on the Companys mineral properties. The Company plans to conduct such exploration activities as it considers appropriate and, if the results of such activities warrant, attempt to raise additional capital to fund more significant exploration activities.

Results of Operations

Most of the activity for the nine month period ended January 31, 2003, was in the three month period ended January 31, 2003. The Company staked some claims (see note to the financial statements) raised some funds and was arranging the second private placement (see liquidity and Capital Resources - above). Legal fees increased due to the competition and arrangement of the private placements and the acquisition of its subsidiary. Travel and promotion increased due to the travel requirements to the new properties in Nevada.

Accounts payables decreased by $9,284 from those due at January 31, 2002, this amount having been paid by the Companys President and therefore credited to the related party account. The Companys President also contributed an additional $23,514 and took assignment of an account payable of $6,016.

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4 CONTROLS AND PROCEDURES

(a)Evaluation of Disclosure Controls and Procedures.The Company's Chief Executive and its Chief Financial Officer, after evaluating the effectiveness of the Company's disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules l3a-14(c) and 15d- 14(c) as of a date within 90 days of the filing date of this quarterly report on Form 10-QSB (the "Evaluation Date"), have concluded that as of the Evaluation Date, the Company's disclosure controls and procedures were adequate and effective to ensure that material information relating to the Company would be made known to it by others within the Company, particularly during the period in which this quarterly report on Form 10QSB was being prepared.

(b)Changes in Internal Controls.There were not significant changes in the Company's internal controls or in other factors that could significantly affect the Company's disclosure controls and procedures subsequent to the Evaluation Date, nor any significant deficiencies or material weaknesses in such disclosure controls and procedures requiring corrective actions.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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 16,559,833 shares of common stock and share purchase warrants entitling the holders thereof to purchase an additional 266,667 shares as at January 31, 2003. Other than mentioned under "Liquidity and Capital Resources" above, there have been no changes in securities since the Companys 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

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

Exhibit 99.1 Certificate pursuant to Sarbanes-Oxley Act of 2002.

(b) Acquisition of Assets and Other Events, January 2003. This Report reported on the acquisition by us of the Atlas Database as described above, as well as the private placements by us of 533,333 units as described above and the appointment of Messrs. Skimming and Utterback to our board of directors. For details refer to the Companys current report filed on Form 8-K/A dated August 14, 2003 (SEC file no. 000-31501) which can be viewed on the Securities and Exchange Commission website.

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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 14, 2003

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

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CERTIFICATE

I, Daniel Farrell, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Quincy Resources, Inc.

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of and for the periods presented in this quarterly report.

4. The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b. evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c. presented in this annual report our conclusions about the effectiveness of disclosure controls and procedures based on our evaluation as of the Evaluation Dates;

5. The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of the registrants Board of Directors (or persons performing the equivalent functions);

a. all significant deficiencies in the design or operations of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and

6. The registrants other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

/s/ "Daniel Farrell"
Daniel Farrell
President (Chief Executive Officer)
August 14, 2003

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CERTIFICATE

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Quincy Energy (QCYR) Inactive 10QSB/A2003 Q3 Quarterly report (small business) (amended)