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 SECURITES EXCHANGE ACT OF 1934
For the quarterly period endedOctober 31, 2002
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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 |
1302 Arbutus Street, Vancouver, BC, V6J 2W8
(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 October 31, 2002
10,026,500 |
INDEX
PART I.
ITEM 1.
ITEM 2.
ITEM 3.
PART 11.
ITEM 1.
ITEM 2.
ITEM 3.
ITEM 4.
ITEM 5.
ITEM 6.
|
FINANCIAL INFORMATION
Financial Statements
Balance Sheet as at October 31, 2002 and April 30, 2002
Statement of Operations
For the six months ended October 31, 2002 and 2001 and for the period from May 5, 1999 (Date of Inception) to October 31, 2002
Statement of Cash Flows
For the six months ended October 31, 2002 and 2001 and for the period from May 5, 1999 (Date of Inception) to October 31, 2002
Notes to Financial Statements
Plan of Operations
Controls and Procedures
OTHER INFORMATION
Legal Proceedings
Changes in Securities and Use of Proceeds
Default Upon Senior Securities
Submission of Matters to a Vote of Security Holders
Other Information
Exhibits and Reports on Form 8-K
Signature
Certifications
| Page
Number
3
4
5
6
7
10
10
11
11
11
11
11
11
12
13 |
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying balance sheets of Quincy Resources Inc. (an exploration stage company) at October 31, 2002 and April 30, 2002 and the statement of operations and statement of cash flow for the six months ended October 31, 2002 and 2001, and for the period from May 5, 1999 (date of inception) to October 31, 2002 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 six months ended October 31, 2002, are not necessarily indicative of the results that can be expected for the year ending April 30, 2003.
3
QUINCY RESOURCES INC.
(Exploration Stage Company)
BALANCE SHEETS
October 31, 2002 and April 30, 2002
(Unaudited Prepared by Management)
| | October 31,
2002 | April 30,
2002 |
ASSETS
CURRENT ASSETS
Cash
LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES
Accounts payable related party
Accounts payable and deposits
Total Current Liabilities
STOCKHOLDERS EQUITY
Common stock
200,000,000 shares authorized, at $0.001 par value;
10,026,500 shares issued and outstanding
Capital in excess of par value
Deficit accumulated during the exploration stage
Total Stockholders Deficiency |
$15,000
$15,000
27,649
15,754
43,403
10,027
39,223
(77,653)
(28,403)
$15,000
|
$41
$41
6,016
13,801
19,817
10,027
35,023
(64,826)
(19,776)
$41
|
The accompanying notes are an integral part of these unaudited financial statements
4
QUINCY RESOURCES INC.
(Exploration Stage Company)
STATEMENT OF OPERATIONS
For the six months ended October 31, 2002 and 2001 and
for the period May 5, 1999 (Date of Inception) to October 31, 2002
(Unaudited Prepared by Management)
| | Three Months Ended October 31, 2002 | Three Months Ended
October 31, 2001 | Six Months Ended October 31, 2002 | Six Months Ended
October 31, 2001 | Inception
to
October
31, 2002 |
| | | | | | |
SALES | $ - | $ - | | $ - | $ - |
GENERAL AND ADMINISTRATIVE EXPENSES: | | | |
Accounting
Bank charges
Consulting
Edgar filing fees
Geology report
Incorporation costs
Legal fees
Management fees
Office
Rent
Staking fees
Telephone
Transfer agent
Travel | 0
16
0
0
0
0
7,359
1,500
0
0
0
0
0
0 | 950
20
0
0
0
0
0
1,500
171
900
0
300
285
0 | 1,000
48
0
0
0
0
7,359
3,000
25
900
0
300
195
0 | 1,900
64
0
459
0
0
465
3,000
705
1,800
2,902
600
207
0 | 13,350
328
1,000
2,083
1,950
670
7,824
21,000
1,703
11,700
4,007
3,900
5,825
2,313 |
NET LOSS | $(8,875) | $(4,126) | $(12,827) | $(12,102) | $(77,653) |
NET LOSS PER COMMON SHARE | | | |
Basic | $ - | $ - | $ - | $ - | $ - |
AVERAGE OUTSTANDING SHARES | | | |
Basic | 10,039,277 | 10,026,500 | 10,032,889 | 10,026,500 | |
The accompanying notes are an integral part of these unaudited financial statements
5
QUINCY RESOURCES INC.
(Exploration Stage Company)
STATEMENT OF CASH FLOWS
For the three and six months ended October 31, 2002 and 2001 and
for the period from May 5, 1999 (Date of Inception) to October 31, 2002
(Unaudited Prepared by Management)
| | Three Months Ended October 31, 2002 | Three Months Ended October 31, 2001 | Six Months Ended October 31, 2002 | Six Months Ended October 31, 2001 | Inception to October 31, 2002 |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | |
Net loss | $ (8,875) | $ (4,126) | $ (12,827) | $ (12,102) | $(77,653) |
Adjustments to reconcile net loss to net cash provided by operating activities: | | | |
Capital contribution expense | 1,500 | 2,700 | 4,200 | 5,400 | 36,600 |
Increase in accounts payable - related party | 21,483 | 720 | 21,633 | 5,135 | 27,649 |
Increase in accounts payable | (14,124) | 692 | (13,047) | 1,635 | 754 |
Net cash from operations | (16) | (14) | (41) | 68 | (12,650) |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | |
Proceeds from issuance of common Stock | 15,000 | 0 | 15,000 | 0 | 27,650 |
Net Increase (Decrease) in Cash | 14,984 | (14) | 14,959 | 68 | 15,000 |
Cash at Beginning of period | 16 | 82 | 41 | 0 | 0 |
CASH AT END OF PERIOD | $15,000 | $ 68 | $15,000 | $ 68 | $15,000 |
The accompanying notes are an integral part of these unaudited financial statements
6
QUINCY RESOURCES INC.
(Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
October 31, 2002
(Unaudited Prepared by Management)
1. ORGANIZATION
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.
Since inception the Company has completed Regulation D offerings of 10,026,500 shares of its capital stock for cash. The Company has undertaken a private placement of up to 700,000 units of the Company, at a price of $0.15 per unit, each unit consisting of one common share of the Issuer and one-half of one warrant to purchase one additional common share of the Issuer at a price of $0.25 for one year. As at October 31, 2002 the Company had received subscriptions for 100,000 units. The subscriptions received are included in accounts payable.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
The Company recognizes income and expenses based on the accrual method of accounting.
Dividend Policy
The Company has not yet adopted a policy regarding payment of dividends.
Income Taxes
On October 31, 2002, the Company had a net operating loss carry forward of $68,778. The tax benefit of $20,633 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 expires in 2023.
Basic Net Income (Loss) Per Share
Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding.
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QUINCY RESOURCES INC.
(Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
October 31, 2002
(Unaudited Prepared by Management)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -continued
Mining Claim Costs
Costs of acquisition, exploration, carrying, and retaining unproven properties are expensed as incurred.
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.
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.
Financial Instruments
The carrying amounts of financial instruments including cash and accounts payable, are considered by management to be their estimated fair values.
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. 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.
3. ACQUISITION OF MINERAL LEASE
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.
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QUINCY RESOURCES INC.
(Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
October 31, 2002
(Unaudited Prepared by Management)
3. ACQUISITION OF MINERAL LEASE -continued
The Company re-staked the its 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 are in good standing for two years from the date of recording them.
4. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES
Former officer-directors who acquired 40% of the common stock issued made contributions to capital by the payment of Company expenses of $35,100.
The present officer director of the Company who holds 40% of the common stock issued has advanced the sum of $27,649 to the Company, $15,649 through the payment of certain of the Companys expenses and $12,000 through loans to the Company which bear 10% simple interest.
5. 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.
6. ACCOUNTS PAYABLE RELATED PARTY
Accounts payable related party, include a $12,000 note payable with simple interest calculated at 10% per annum. This note is payable on demand.
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ITEM 2. PLAN OF OPERATIONS
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.
Mineral 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 2003. No known mineral deposits are known to exist on the claims but the property is subject to exploration activities to determine whether there is an ore body present. The Company has not undertaken any exploration work on the claims since they were record in July 2001.
Subject to obtaining sufficient financing the Company plans to review its mineral claims and, if warranted, undertake further exploration activities.
Change of control
On August 16, 2002, Adam Smith, President and Director of the Company, and Gordon Krushnisky, 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 resigned. This resulted in a change of control. Refer to Item 6 (b) below.
Liquidity and Capital Resources
At the present time, Quincy Resources Inc. does not have sufficient funds to undertake any exploration program on its property 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 private placement of up to 700,000 units of the Company, at a price of $0.15 per unit, each unit consisting of one common share of the Issuer and one-half of one warrant to purchase one additional common share of the Issuer at a price of $0.25 for one year. As at October 31, 2002 the Company had received subscriptions for 100,000 units. The subscriptions received are included in the account payable.
Results of Operations
There have been no operations during the current period.
Item 3. 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
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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 11. 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 claim. 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 claim.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
The Company has outstanding 10,026,500 shares of common stock as at October 31, 2002. Other than mentioned under Item 6 (b) below, there have been no changes in securities since the Companys fiscal year end.
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 Certification pursuant to Sarbanes-Oxley Act of 2002.
(b) Change of control, August 2002. This reported on the acquisition by Daniel T. Farrell of 40% of our issued and outstanding common stock and his appointment as our President, Treasurer, Secretary and director as well as the change of our offices. For details pertaining to the change of control refer to Information Statement Pursuant to Section 14 (f) of the Securities Exchange Act of 1934 and Rule 14f-1 dated August 19, 2002 and the Companys Current Report filed on Form 8-K dated September 3, 2002 (as amended August 14, 2003) which can be viewed on the following website: http://www/sec/gov.
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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 15, 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 15, 2003
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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
Chief Financial Officer
August 15, 2003
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