UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(Mark one)
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2003
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission file number 001-05996
QUAD METALS CORPORATION
(Exact name of small business issuer as specified in its charter)
Nevada
91-0835748
(State or other jurisdiction of
(IRS Employer Identification Number)
incorporation or organization)
601 West Main Avenue, Suite 714 Spokane, WA 99201
(Address of principal executive offices)
Registrant’s Telephone Number, Including Area Code: (509) 455-9077
Common Stock
The OTC Bulletin Board
Title of each class
Name and exchange on which registered
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 as the registrant was required to file such reports), and (2) has been subject to filing requirements for the past 90 days.
Yes [X] No [ ]
At October 7, 2003, 1,909,493 shares of the registrant’s common stock were outstanding.
TABLE OF CONTENTS
PART I
PAGE
ITEM 1.
Balance Sheets as of June 30, 2003
and December 31, 2002
3
Statements of Operations For the Three and Six Month
Periods Ended June 30, 2003 and 2002
4
Statements of Cash Flows For the Six Month Periods
Ended June 30, 2003 and 2002
5
Notes to Financial Statements
6
ITEM 2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations
7
ITEM 3. Controls and Procedures
8
PART II
ITEM 1. Legal Proceedings
9
ITEM 2. Changes in Securities
9
ITEM 3. Defaults Upon Senior Securities
9
ITEM 4. Submission of Matters to a Vote of Security Holders
9
ITEM 5. Other Information
9
ITEM 6. Exhibits and Reports on Form 8-K
9
Signatures
10
Certifications
11
PART I
ITEM 1: FINANCIAL STATEMENTS
Balance Sheets as of September 30, 2003
Quad Metals Corporation and December 31, 2002
ITEM 1: FINANCIAL STATEMENTS
ASSETS
(Unaudited) | |||||
September 30, | December 31, | ||||
2003 | 2002 | ||||
CURRENT ASSETS: | |||||
Cash | $ | 2,220 | $ | 15,954 | |
Total current assets | $ | 2,220 | $ | 15,954 |
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES: | |||||
Accounts payable | $ | 140 | $ | 92 | |
Total current liabilities | 140 | 92 | |||
STOCKHOLDERS’ EQUITY: | |||||
Common stock; $0.001 par value; 300,000,000 shares authorized; 1,909,493 shares issued and outstanding | 1,910 | 1,910 | |||
Preferred stock; no par value; 10,000,000 shares authorized; none issued and outstanding | |||||
Capital in excess of par value | 2,250,914 | 2,250,914 | |||
Accumulated deficit | (2,250,744) | (2,236,962) | |||
Total stockholders’ equity | 2,080 | 15,862 | |||
Total liabilities and stockholders’ equity | $ | 2,220 | $ | 15,954 |
The accompanying notes are an integral part of these financial statements.
Quad Metals Corporation Statements of Operations for the Three and Nine
(Unaudited) Month Periods Ended September 30, 2003 and 2002
September 30, 2003 | September 30, 2002 | ||||||||
Three Months | Nine Months | Three Months | Nine Months | ||||||
OPERATING EXPENSES: | |||||||||
General and administrative expenses | $ | 1,927 | $ | 13,804 | $ | 890 | $ | 12,208 | |
Total operating expenses | 1,927 | 13,804 | 890 | 12,208 | |||||
OTHER (INCOME): | |||||||||
Interest income | (1) | (22) | (78) | (322) | |||||
Total other (income) | (1) | (22) | (78) | (322) | |||||
NET LOSS | $ | 1,926 | $ | 13,782 | $ | 812 | $ | 11,886 | |
NET LOSS PER SHARE | $ | Nil | $ | Nil | $ | Nil | $ | Nil | |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING – BASIC | 1,909,493 | 1,909,493 | 1,909,493 | 1,909,493 | |||||
The accompanying notes are an integral part of these financial statements.
Quad Metals Corporation Statements of Cash Flows for the Nine Month
(Unaudited) Periods Ended September 30, 2003 and 2002
Nine Months Ended September 30, | |||||
2003 | 2002 | ||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Net loss | $ | (13,782) | $ | (11,886) | |
Change in: | |||||
Accounts payable | 48 | (4,370) | |||
Net cash flows used by operating activities | (13,734) | (16,256) | |||
NET DECREASE IN CASH | (13,734) | (16,256) | |||
CASH AT BEGINNING OF PERIOD | 15,954 | 40,431 | |||
CASH AT END OF PERIOD | $ | 2,220 | $ | 24,175 | |
The accompanying notes are an integral part of these financial statements.
QUAD METALS CORPORATION
(Unaudited) Notes to Financial Statements
1.
Basis of Presentation:
The financial statements of Quad Metals Corporation included herein have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Although certain information normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America has been condensed or omitted, Quad Metals Corporation believes that the disclosures are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the financial statements and notes thereto for the fiscal year ended December 31, 2002 included in the registrant’s Form 10-KSB.
The financial statements included herein reflect all normal recurring adjustments that, in the opinion of management, are necessary for a fair presentation. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year ending December 31, 2003.
2.
Nature of Business:
The objectives of the Company are to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to it by persons or firms who or which desire to seek the perceived advantages of a publicly registered corporation. The Company has no recurring source of revenue and has incurred operating losses since inception. These conditions raise substantial doubt about the Company's ability to continue as a going concern as expressed by the Company’s independent accountants in their report on the Company’s December 31, 2002, financial statements. The interim financial statements do not contain any adjustments which might be necessary if the Company is unable to continue as a going concern.
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ITEM 2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION OR PLAN OF OPERATION
Plan of Operation
General
This report contains both historical and prospective statements concerning the Company and its operations. Prospective statements (known as "forward-looking statements") may or may not prove true with the passage of time because of future risks and uncertainties. The Company cannot predict what factors might cause actual results to differ materially from those indicated by prospective statements.
Letter of Intent
On July 9, 2003, Quad Metals Corporation (“Quad”) entered into a letter of intent to acquire all of the outstanding shares of capital stock of DataJungle Ltd., a company incorporated under the Canada Business Cororation Act (“DataJungle”). In exchange for 100% of the outstanding capital stock of DataJungle, Quad Metals will issue approximately 7,754,000 shares of its common stock. In addition, Quad Metals will issue approximately 8,601,000 shares of its common stock for the assumption and conversion of approximately $1,290,000 of DataJungle’s outstanding convertible debt.
Immediately after closing there will be approximately 18,264,000 shares of Quad Metal issued and outstanding as follows:
Current Quad Metals shareholders – approximately 1,909,000 shares (10.5%)
DataJungle shareholders – approximately 16,355,000 shares (89.5%)
DataJungle, a two year old software company markets Web-based software solutions that delivers business information as interactive tables, charts, maps, and unstructured information. These solutions consist of modules of functionality that can be assembled like LEGO™ blocks to the specific requirements of the customer and customized to the needs of each user class within the customer’s business.
This transaction closed on October 1, 2003.
Financial Condition and Liquidity
During the nine month period ended September 30, 2003, the Company used $13,734 of cash in operating activities. This compares to a decrease of $16,256 in cash for the nine month period ended September 30, 2002.
ITEM 3.
CONTROLS AND PROCEDURES
Based on their most recent evaluation, which was completed within 90 days of the filing of this Form 10-QSB, the Company’s president believes the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) are effective to ensure that information required to be disclosed by the Company in this report is accumulated and communicated to the Company’s management, including its principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. There were no significant changes in the Company’s internal controls or other factors that could significantly affect these controls subsequent to the date of their evaluation and there were no corrective actions with regard to significant deficiencies and material weaknesses.
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PART II
ITEM 1.
LEGAL PROCEEDINGS
NONE
ITEM 2.
CHANGES IN SECURITIES
NONE
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
NONE
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
NONE
ITEM 5.
OTHER INFORMATION
NONE
ITEM 6.
EXHIBITS AND REPORTS ON FORM 8-K
Form 8-K dated July 9, 2003, Item 5. – Other Events
SIGNATURES
Pursuant to the requirements of Section 13 or 15(b) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Quad Metals Corporation
(Registrant)
By: /s/Robert W. O’Brien
October 9, 2003
Robert W. O’Brien
Date
President and Principal Financial Officer
