QUAD METALS CORPORATION
FORM 10-K ANNUAL REPORT
DECEMBER 31, 1994
UNITED STATES
SECURITY AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 12 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the year ended December 31, 1994
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period
Commission File Number 1-5996
QUAD METALS CORPORATION
(Exact name of registrant as specified in its charter)
WASHINGTON 91-0835748
(State of Incorporation or Organization) (IRS Employer ID Number)
601 WEST MAIN AVENUE, SUITE 714
(Address of Principal Executive Offices)
(509) 455-9077
(Registrant's Telephone Number)
Securities Registered Under Section 12 (b) of the Act:
NONE
(Title of Class)
Securities Registered Under Section 12 (g) of the Act:
COMMON STOCK, NO PAR VALUE
(Title of Class)
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) and (2) has been subject to such
filing requirements for the past 90 days.
( ) YES (X) NO
Indicate by check mark if disclosure of delinquent filers in response to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III or any amendment to this Form
10-K. (X)
The registrant's Common Stock held by non-affiliates of the registrant is
currently not trading. The aggregate market value August 27, 2001 was nil. As
of August 27, 2001 there were 35,474,665 shares of the registrant's common stock
outstanding
QUAD METALS CORPORATION
FORM 10-K ANNUAL REPORT
DECEMBER 31, 1994
TABLE OF CONTENTS
PAGE
PART I
Item 1. Business 3
Item 2. Properties 3
Item 3. Legal Proceedings 3
Item 4. Submission of Matters to a Vote of Security Members 3
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters 3
Item 6. Selected Financial Data 4
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 4
Item 8. Financial Statements 5-10
Item 9. Changes in and Disagreements with Accountants 4
PART III
Item 10. Directors and Executive Officers of the Registrant 11
Item 11. Executive Compensation 12
Item 12. Security Ownership of Certain Beneficial Owners and
Management 13
Item 13. Certain Relationships and Related Transactions 14
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K 14
Signatures 15
QUAD METALS CORPORATION
FORM 10-K ANNUAL REPORT
DECEMBER 31, 1994
PART I
ITEM 1 - BUSINESS
Quad Metals Corporation (hereinafter "the Company") was incorporated under the
laws of the State of Washington on June 5, 1968 and was organized primarily for
the purpose of exploring for, acquiring and developing mineral properties with a
potential for production.
The registrant's initial and subsequent efforts in the acquisition and
exploration of potentially viable and commercial properties were unsuccessful.
Consequently, all mining claims were abandoned by December of 1990. Thus the
Company conducts no operations or business, and it has no employees and has no
plans for such.
ITEM 2 - PROPERTIES
As of December 31, 1994, the Company had no properties.
ITEM 3 - LEGAL PROCEEDINGS
The registrant has no legal actions pending against it and is not a party to any
suits in any court of law.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during 1994.
PART II
ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
(a) Market Information
- --- -------------------
The bid prices for the Registrant's common stock for the years 1993 and 1994 are
as follows:
1993 1994
------------------------- -------------------------
High Low High Low
---------- ---------- ---------- ----------
First Quarter No Trades No Trades No Trades No Trades
Second Quarter No Trades No Trades No Trades No Trades
Third Quarter No Trades No Trades No Trades No Trades
Fourth Quarter No Trades No Trades No Trades No Trades
(b) Approximate Number of Equity Security Holders
--------------------------------------------------
Title of Class Number of Shareholders of Record
- ------------------------------ ----------------------------------
Common stock, no par value Approximately 942
(c) Dividend Information
---------------------
No dividends were paid by the Company in 1994.
QUAD METALS CORPORATION
FORM 10-K ANNUAL REPORT
DECEMBER 31, 1994
ITEM 6 - SELECTED FINANCIAL DATA
The following data should be read in conjunction with the Company's financial
statements and the notes thereto:
Selected Income Statement Data:
Year Ended December 31,
-----------------------------------------------------------
1990 1991 1992 1993 1994
----------- ----------- ----------- ----------- -----------
Net Revenues $ -0- $ -0- $ -0- $ -0- $ -0-
Net income (loss) $ 1,409,868)$ -0- $ -0- $ -0- $ -0-
Per share $ (.04)$ Nil $ Nil $ Nil $ Nil
Cash dividends
per share $ -0- $ -0- $ -0- $ -0- $ -0-
Selected Balance Sheet Data:
Year Ended December 31,
-----------------------------------------------------------
1990 1991 1992 1993 1994
----------- ----------- ----------- ----------- -----------
Current Assets $ -0- $ -0- $ -0- $ -0- $ -0-
Current Liabilities $ -0- $ -0- $ -0- $ -0- $ -0-
Working Capital $ -0- $ -0- $ -0- $ -0- $ -0-
Total Assets $ -0- $ -0- $ -0- $ -0- $ -0-
Long-term debt $ -0- $ -0- $ -0- $ -0- $ -0-
Stockholders'
Equity (Deficit) $(2,192,824)$(2,192,824)$(2,192,824)$(2,192,824)$(2,192,824)
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The Company had no operating activities during 1994 (no income or expenses), and
as of December 31,1994, there were no assets or liabilities.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The company's financial statements appear following Part II of this report.
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
None.
QUAD METALS CORPORATION
FORM 10-K ANNUAL REPORT
DECEMBER 31, 1994
QUAD METALS CORPORATION
FINANCIAL STATEMENTS
(UNAUDITED)
December 31, 1994 and 1993
QUAD METALS CORPORATION
DECEMBER 31, 1994 AND 1993
TABLE OF CONTENTS
FINANCIAL STATEMENTS (UNAUDITED)
Balance Sheets for the Years Ended
December 31, 1994 and 1993 2
Statements of Operations for the Years Ended
December 31, 1994 and 1993 3
Statement of Changes in Stockholders' Equity (Deficit) for the
Years Ended December 31, 1994 and 1993 4
Statements of Cash Flows for the Years Ended
December 31, 1994 and 1993 5
NOTES TO THE FINANCIAL STATEMENTS 6
QUAD METALS CORPORATION
BALANCE SHEETS
DECEMBER 31, 1994AND 1993
(UNAUDITED)
1994 1993
-------------- --------------
ASSETS
CURRENT ASSETS $ -0- $ -0-
-------------- --------------
TOTAL ASSETS $ -0- $ -0-
============== ==============
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, no par value; 40,000,000
shares authorized, 35, 474, 665
shares issued and outstanding $ 2,192,824 $ 2,192,824
Accumulated deficit (2,192,824) (2,192,824)
-------------- --------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) $ -0- $ -0-
============== ==============
The accompanying notes are an integral part of these financial statements.
-2-
QUAD METALS CORPORATION
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993
(UNAUDITED)
1994 1993
-------------- --------------
REVENUES $ -0- $ -0-
-------------- --------------
OPERATING EXPENSES -0- -0-
-------------- --------------
OPERATING INCOME -0- -0-
-------------- --------------
NET INCOME $ -0- $ -0-
============== ==============
NET LOSS PER COMMON SHARE $ -0- $ -0-
============== ==============
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING - BASIC 35,474,665 35,474,665
============== ==============
The accompanying notes are an integral part of these financial statements.
-3-
QUAD METALS CORPORATION
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993
(UNAUDITED)
Common Stock
--------------------------
Number Accumulated
of Shares Amount Deficit Total
------------ ------------ ------------ ------------
Balance,
December 31, 1992 35,474,665 2,192,824 (2,192,824) -0-
Net loss -0- -0-
------------ ------------ ------------ ------------
Balance,
December 31, 1993 35,474,665 $ 2,192,824 $(2,192,824) $ -0-
Net loss -0- -0-
------------ ------------ ------------ ------------
Balance,
December 31, 1994 35,474,665 $ 2,192,824 $(2,192,824) $ -0-
============ ============ ============ ============
The accompanying notes are an integral part of these financial statements.
-4-
QUAD METALS CORPORATION
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993
(UNAUDITED)
1994 1993
-------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ -0- $ -0-
-------------- --------------
Net cash provided by operating activities -0- -0-
-------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES: -0- -0-
-------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES: -0- -0-
-------------- --------------
Net decrease in cash -0- -0-
Cash, beginning of year -0- -0-
-------------- --------------
Cash, end of year $ -0- $ -0-
============== ==============
The accompanying notes are an integral part of these financial statements.
-5-
QUAD METALS CORPORATION
NOTES TO FINANICAL STATEMENTS
(UNAUDITED)
DECEMBER 31, 1994 AND 1993
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
The Company was incorporated in the State of Washington on June 5, 1968 for the
primary purpose of acquiring mining claims and exploring for precious mineral
deposits. As of December 31, 1990, the Company abandoned all mining claims.
Revenues and expenses are recognized under the accrual method of accounting.
Costs incurred in the acquisition, exploration and development of mining claims
and permits are capitalized. These costs would be amortized on the
units-of-production basis based upon the production of commercial mineral
deposits. Costs incurred for abandoned or unrenewed mining claims and permits
are charged to operating expenses at the time of abandonment or non-renewal.
Earnings (loss) per share are calculated using the weighted average method for
outstanding shares.
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
NOTE 2 - INCOME TAXES
There is a net operating loss carryover of $1,524,090 for the year ended
December 31, 1994. $11,552 in net operating loss carryovers will expire in 1994
if not utilized The Company has not recorded a deferred tax asset for the future
potential benefit of the net operating loss carryovers because it is highly
unlikely that they will be utilized prior to their expiration.
QUAD METALS CORPORATION
FORM 10-K ANNUAL REPORT
DECEMBER 31, 1994
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) Identification of Directors.
------------------------------
Name of Director Age History
- --------------------------- --- -----------------------------------------
Stanley Harrison 68 Mr. Harrison has been a director and Vice
E. 10900 Wolf Lodge Bay Rd President of the Registrant since October
Coeur d' Alene, ID 83814 1984.
The bylaws of the Company provide that each Director serve for a period of one
year or until his successor is elected and qualified.
There are no arrangements or understanding between any of the Directors or any
other persons pursuant to which any Director is to be selected as a Director or
nominee.
(b) Identification of Executive Officers.
----------------------------------------
Name of Executive Officers Age Title
- ----------------------------- --- ----------------------
Stanley Harrison 68 Vice President
Each Officer serves in the position indicated after his name for a period of one
year or until his successor is elected and qualified.
(c) Identification of Certain Significant Employees.
----------------------------------------------------
The Registrant has no significant employees.
(d) Family Relationships.
----------------------
None of the Officers or Directors is related by blood, marriage or adoption to
any other of the Officers or Directors.
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (CONTINUED)
(e) Business Experience.
---------------------
Stanley Harrison has many years experience in mining exploration, development
and production in the Coeur d' Alene Silver Belt of Northern Idaho. He owns
interests in several of the smaller mining companies in that and other areas.
(f) Involvement in Certain Legal Proceedings.
---------------------------------------------
None of the Officers and Directors of the Registrant has been involved in any
bankruptcy, insolvency or receivership proceedings as an individual or a member
of any partnership or corporation; none has been convicted in a criminal
proceeding.
QUAD METALS CORPORATION
FORM 10-K ANNUAL REPORT
DECEMBER 31, 1994
ITEM 11 - EXECUTIVE COMPENSATION
(a) (1) Cash Compensation:
-------------------
None of the Officers and Directors received any compensation for acting as such
in 1994.
(a) (2) Bonuses and Deferred Compensation:
-------------------------------------
There are no bonuses or deferred compensation.
(b) (1) Compensation Pursuant to Plans:
----------------------------------
There are no compensation plans. There are no pension plans, stock options, or
stock appreciation rights, and none is proposed for the future.
(c) Other Compensation:
--------------------
None
(d) Compensation of Directors:
----------------------------
(1) Standard Arrangements.
There are no standard arrangements for compensating Directors.
(2) Other Arrangements.
There are no other arrangements for compensating Directors.
(e) Termination of Employment and Change of Control Arrangements.
--------------------------------------------------------------------
There are no compensatory plans or arrangements for compensation in the event of
termination of employment, resignation, retirement etc.
QUAD METALS CORPORATION
FORM 10-K ANNUAL REPORT
DECEMBER 31, 1994
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
(a) Security ownership of certain beneficial owners.
-----------------------------------------------------
Amount & Nature of Percent
Title of Class Name of Beneficial Owner Beneficial Ownership of Class
- -------------- ------------------------------- -------------------- --------
Common Stock Estate of Dr. Tibor Klobusicky 9,750,000 shares of
record and owned
beneficially 27.48%
Common Stock The Klobusicky Family Trust 2,000,000 shares of
E. 3612 16th Ave. record and owned
Spokane, WA 99203 beneficially 5.63 %
Common Stock Klobusicky Family Partnership 1,000,000 shares of
Spokane, WA 99203 record and owned
beneficially 2.82%
Common Stock Elizabeth Klobusicky Mailender 2,250,000 shares of
Haupstrasse 58 record and owned
7401 Remmingsheim beneficially 6.34%
West Germany
Common Stock Iris Momber 2,250,000 shares of
E. 3612 16th Avenue record and owned
Spokane, WA 99203 beneficially 6.34%
Common Stock Nadine Young 2,250,000 shares of
3804 Indigo record and owned
Plano, Texas 75075 beneficially 6.34%
(a) Security ownership of certain beneficial owners.
-----------------------------------------------------
Amount & Nature of Percent
Title of Class Name of Beneficial Owner Beneficial Ownership of Class
- -------------- ------------------------------- -------------------- --------
Common Stock Stanley Harrison 10,000,000 shares of
E. 10900 Wolf Lodge Bay Road record and owned
Coeur d' Alene, ID 83814 beneficially 28.19%
(b) Security ownership of management.
------------------------------------
Amount & Nature of Percent
Title of Class Name of Beneficial Owner Beneficial Ownership of Class
- -------------- ------------------------------- -------------------- --------
Common Stock Estate of Tibor Klobusicky* 15,750,000 44.40%
Common Stock Stanley Harrison 10,000,000 shares of
record and owned
beneficially 28.19%
Total of all Officers and Directors 25,750,000 shares of
record and owned
beneficially 72.59%
* Includes 3,000,000 shares of held of record and owned beneficially by the
Estate of Tibor Klobusicky and 12,750,000 as to which Tibor Klobusicky claims
beneficial ownership through the shares held of record by the Family of Dr.
Tibor Klobusicky, The Klobusicky Family Trust, and the Klobusicky Family
Partnership as set forth in Item 12(a) above.
QUAD METALS CORPORATION
FORM 10-K ANNUAL REPORT
DECEMBER 31, 1994
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) Transactions with Management and Others.
--------------------------------------------
There have been no transactions or series of transactions since the beginning of
the Registrant's last fiscal year, nor are there any currently proposed
transactions or series of similar transactions to which the Registrant or any
Director or Executive Officer of the Registrant, any security holder who is
known to the Registrant to own of record or beneficially more than 5% of any
class of the registrant's voting securities, or any member of the immediate
family of any of the foregoing persons involving any amount. (There are no
nominees for election as Director of the Registrant).
(b) Certain Business Relationships.
---------------------------------
There have been no relationships during the last fiscal year of the Registrant
between the Registrant, or affiliates as described in Item 404(b) (1-6) of the
Regulation S-K.
(c) Indebtedness of Management.
-----------------------------
No Director or Executive Officer of the Registrant, nor any member of the
immediate family of any such, nor any corporation, nor any trust or estate or
any other entity is indebted in any amount to the Registrant.
(d) Transactions with Promoters.
------------------------------
Not applicable.
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(a) Financial Statements.
- --- ----------------------
Included in Part II of the report.
(b) Exhibits
- --------
No additional exhibits are filed as a part of this report.
(c) Reports on Form 8-K
- ----------------------
No reports on Form 8-K were filed by the Registrant during the last quarter
of 1994.
QUAD METALS CORPORATION
FORM 10-K ANNUAL REPORT
DECEMBER 31, 1994
SIGNATURES
Pursuant to the requirements of Section 13 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)
/S/ Robert W. O'Brien August 27, 2001
- ----------------------- -----------------
Robert W. O'Brien Date
President and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following person on behalf of the registrant and in
the capacities and as of the date indicated.
/S/ Robert W. O'Brien August 27, 2001
- ----------------------- -----------------
Robert W. O'Brien Date
President and Director