UNITED STATES
SECURITY AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE YEAR ENDED DECEMBER 31, 2001
[ ] 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: 1-5996
QUAD METALS CORPORATION
(Exact name of registrant as specified in its charter)
WASHINGTON 91-0835748
(State or Other Jurisdiction of Incorporation) (IRS Employer Id. Number)
601 West Main Avenue, Suite 714 99201
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code: (509) 455-9077
Securities Registered Under Section 12 (b) of the Act: None
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-KSB. [X]
The registrant had no revenue for the most recent fiscal year.
The registrant's Common Stock held by non-affiliates of the registrant is
currently not trading; the aggregate market value March 4, 2002, was nil. As of
March 4, 2002 there were 95,474,665 shares of the registrant's common stock
outstanding.
<page>
QUAD METALS CORPORATION
FORM 10KSB
TABLE OF CONTENTS
PAGE
----
PART I
Item 1. Business 3
Item 2. Properties 4
Item 3. Legal Proceedings 4
Item 4. Submission of Matters to a Vote of Security Holders 4
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters 5
Item 6. Management's Discussion and Analysis of Financial
Condition and Results of Operations 5
Item 7. Financial Statements 6-15
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosures 16
PART III
Item 9. Directors and Executive Officers of the Registrant 16
Item 10. Executive Compensation 17
Item 11. Security Ownership of Certain Beneficial Owners
and Management 17
Item 12. Certain Relationships and Related Transactions 18
Item 13. Exhibits, and Reports on Form 8-K 18
Signatures 19
<page>
QUAD METALS CORPORATION
FORM 10KSB
PART I
SAFE HARBOR STATEMENT
With the exception of historical matters, the matters discussed in this report
are forward-looking statements that involve known and unknown risks and
uncertainties that could cause actual results to differ materially from
projections or estimates contained herein
ITEM 1 - BUSINESS
Quad Metals Corporation (the "Company" or the "Registrant") is a Washington
corporation incorporated in 1968. The Company was formed to acquire interests
in mining properties and explore for precious metals and other commercial
minerals. The Company was unsuccessful in its activities and has been
substantially inactive since 1991. During 1998, the Company reinstated its
corporate charter in the State of Washington and began efforts to favorably
position itself to seek alternative business opportunities.
The Company's Board of Directors intends to bring the Company into compliance
with securities regulations, with the ultimate goal of merging the Company with
another business entity. As such, the Company can be defined as a "shell"
company, whose sole purpose at this time is to locate and consummate a merger or
acquisition with a private entity. The proposed business activities described
herein classify the Registrant as a "blank check" company. Many states have
enacted statutes, rules and regulations limiting the sale of securities of
"blank check" companies in their respective jurisdictions.
RISK FACTORS
The Company's business is subject to numerous risk factors, including the
following:
Independent Certified Public Accountants' Opinion - Going Concern
- ------------------------------------------------------------------------
The Company's financial statements for the years ended December 31, 2001 and
2000, were audited by the Company's independent certified public accountants,
whose report includes an explanatory paragraph stating that the financial
statements have been prepared assuming the Company will continue as a going
concern and that the Company has incurred significant operating losses and has
stockholders' and working capital deficiencies that raise substantial doubt
about its ability to continue as a going concern.
No Revenue and Minimal Assets
- ---------------------------------
The Company has had no revenues or earnings from operations. The Company has no
significant assets or financial resources. The Company will, in all likelihood,
sustain operating expenses without corresponding revenues, at least until the
consummation of a business combination.
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QUAD METALS CORPORATION
FORM 10KSB
Scarcity of and Competition for Business Opportunities and Combinations
- -------------------------------------------------------------------------------
The Company is and will continue to be an insignificant participant in the
business of seeking mergers with, joint ventures with and acquisitions of small
private entities. A large number of established and well-financed entities,
including venture capital firms, are active in mergers and acquisitions of
companies which may be desirable target candidates for us. Nearly all such
entities have significantly greater financial resources, technical expertise and
managerial capabilities than the Company and, consequently, the Company will be
at a competitive disadvantage in identifying possible business opportunities and
successfully completing a business combination. Moreover, the Company will also
compete in seeking merger or acquisition candidates with numerous other small
public companies.
Continued Management Control, Limited Time Availability
- ------------------------------------------------------------
While seeking a business combination, management anticipates devoting up to
twenty hours per month to the business of the Company. The Company's officers
have not entered into written employment agreements with the Company and are not
expected to do so in the foreseeable future.
Conflicts of Interest - General
- -----------------------------------
The Company's officers and directors participate in other business ventures
which compete directly with the Company. Additional conflicts of interest and
non-arms length transactions may also arise in the future in the event the
company's officers or directors are involved in the management of any firm with
which the Company transacts business.
Probable Change in Control and Management
- ----------------------------------------------
A business combination involving the issuance of the Company's stock will, in
all likelihood, result in shareholders of a private company obtaining a
controlling interest in the Company. The resulting change in control of the
Company will likely result in removal of one or more present officers and
directors of the Company and a corresponding reduction in or elimination of
their participation in the future affairs of the Company.
Reduction of Percentage Share Ownership Following Business Combination
- -----------------------------------------------------------------------------
The Company' primary plan of operation is based upon a business combination with
a private concern which, in all likelihood, would result in the Company issuing
securities to shareholders of such private company. The issuance of previously
authorized and unissued common stock of the Company would result in reduction in
percentage of shares owned by present and prospective shareholders of the
Company and would most likely result in a change in control or management of the
Company.
<page>
QUAD METALS CORPORATION
FORM 10KSB
Employees
- ---------
The Company has no paid employees. None of the Company's executive officers are
employed by the Company. Management services are provided on an "as needed"
basis without compensation, generally less than five hours per week. The
Company has no oral or written contracts for services with any member of
management.
ITEM 2 - PROPERTIES
At December 31, 2001, 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 2001.
PART II
ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's common stock has been inactive for several years and there is
currently not a public trading market for the Company's common stock on any
organized exchange.
Holders. The number of stockholders of record on March 1, 2002 was
approximately 942.
Dividends. The Company has declared no cash or stock dividends on its
common stock since inception and does not anticipate declaring or paying cash or
stock dividends in the future.
ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
PLAN OF OPERATIONS
The Company's purpose is 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 an
Exchange Act registered corporation. The primary method the Company will use to
find potential merger or acquisition candidates will be to run classified ads
seeking companies, which are looking to merge with a public shell.
Management of the Company, while not especially experienced in matters relating
to the new business of the Company, will rely primarily upon their own efforts
to accomplish the business purposes of the Company. It is not anticipated that
any outside consultants or advisors, other than the Company's legal counsel and
accountants, will be utilized by the Company to effectuate its business purposes
described herein
<page>
QUAD METALS CORPORATION
FORM 10KSB
FINANCIAL CONDITION AND LIQUIDITY
During the year ended December 31, 2001 no cash was generated or used by
operating activities of the Company. The Company has no recurring revenue from
operating activities and plans to fund its future operations through sales of
its unregistered common stock, although there can be no assurance the Company
will be successful in its efforts to sell its common stock.
In October of 2001, the Company's board of directors resolved to offer up to
60,000,000 shares of its common stock, in a private placement, to certain
accredited investors. The offering, which was exempt from registration under
the Securities Act of 1933 ("the Act") pursuant to Section 4(2) of the Act and
Rule 506 of Regulation D, resulted in the sale of 60,000,000 shares of the
Company's unregistered common stock for $0.01 per share, or $60,000. Proceeds
from the offering were used to fund general and administrative activities
necessary to reestablish the Company's compliance with securities regulations
and investigate potential business opportunities with other entities.
ITEM 7 - FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS
Report of DeCoria, Maichel & Teague P.S., Independent Accountants 7
Balance Sheets, December 31, 1999 and 1998 8
Statements of Operations for the years ended December 31, 1999 and 1998 9
Statements of Changes in Stockholders' Deficit
for the years ended December 31, 1999 and 1998 10
Statements of Cash Flows for the years ended December 31, 1999 and 1998 11
Notes to Financial Statements 12-15
<page>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Quad Metals Corporation
We have audited the accompanying balance sheets of Quad Metals Corporation ("the
Company") as of December 31, 2001 and 2000, and the related statements of
operations, stockholders' equity (deficit), and cash flows for the years then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Quad Metals Corporation as of
December 31, 2001 and 2000, and the results of its operations and its cash flows
for the years then ended, in conformity with accounting principles generally
accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company's operating losses raise substantial doubt
about its ability to continue as a going concern. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.
DeCoria, Maichel & Teague P.S.
/s/ DeCoria, Maichel & Teague P.S.
Spokane, Washington
January 30, 2002
<page>
QUAD METALS CORPORATION
BALANCE SHEETS
December 31, 2001 and 2000
ASSETS
2001 2000
------------ ------------
Current assets:
Cash $ 40,431
------------ ------------
Total assets $ 40,431 $ 0
============ ============
LIABILITES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable $ 4,370 $ 2,994
------------ ------------
Total liabilities 4,370 2,994
------------ ------------
Stockholders' equity (deficit):
Common stock, no par value; 100,000,000
and 40,000,000 shares authorized;
95,474,665 and 35,474,665
shares issued and outstanding 2,252,824 2,192,824
Preferred stock, no par value;
10,000,000 shares authorized; none
issued and outstanding
Accumulated deficit (2,216,763) (2,195,768)
------------ ------------
Total stockholders' equity (deficit) 36,061 (2,944)
------------ ------------
Total liabilities and stockholders' equity $ 40,431 $ 0
============ ============
The accompanying notes are an integral part of the financial statements.
<page>
QUAD METALS CORPORATION
STATEMENTS OF OPERATIONS
For the years ended December 31, 2001 and 2000
2001 2000
------------ ------------
Operating expenses:
General and administrative $ 21,092 $ 59
------------ ------------
21,092 59
------------ ------------
Other (income):
Interest income (97)
------------ ------------
(97)
------------ ------------
Net loss $ 20,995 $ 59
============ ============
Net loss per common share $ Nil $ Nil
============ ============
Weighted average common
shares outstanding-basic 45,470,555 35,474,665
============ ============
The accompanying notes are an integral part of the financial statements.
<page>
QUAD METALS CORPORATION
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
For the years ended December 31, 2001 and 2000
COMMON STOCK
-------------------------- ACCUMULATED
SHARES AMOUNT DEFICIT TOTAL
------------ ------------ ------------ -----------
Balance,
December 31, 1999 35,474,665 $ 2,192,824 $(2,195,709) $ (2,885)
Net loss (59) (59)
------------ ------------ ------------ -----------
Balance,
December 31, 2000 35,474,665 2,192,824 (2,195,768) (2,944)
------------ ------------ ------------ -----------
Sale of common stock 60,000,000 60,000 60,000
Net loss (20,995) (20,995)
------------ ------------ ------------ -----------
Balance,
December 31, 2001 95,475,665 $ 2,252,824 $(2,216,763) $ 36,061
============ ============ ============ ===========
The accompanying notes are an integral part of the financial statements.
<page>
QUAD METALS CORPORATION
STATEMENTS OF CASH FLOWS
For the years ended December 31, 2001 and 2000
2001 2000
------------ ------------
Cash flows from operating activities:
Net loss $ (20,995) $ (59)
Change in:
Accounts payable 1,426 59
------------ ------------
Net cash used by operating activities (19,569) 0
Cash flows from financing activities:
Proceeds from sale of common stock 60,000
------------ ------------
Net cash provided by financing activities 60,000
------------ ------------
Net change in cash 40,431 0
Cash, beginning of year 0 0
------------ ------------
Cash, end of year $ 40,431 $ 0
============ ============
Supplemental cash flow information:
Cash paid for interest $ 97
============
The accompanying notes are an integral part of the financial statements.
<page>
QUAD METALS CORPORATION
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Quad Metals Corporation (the "Company") is a Washington corporation created in
1968. The Company was formed to acquire interests in mining properties and
explore for precious metals and other commercial minerals. The Company was
unsuccessful in its activities and has been substantially inactive since 1991.
During 1998, the Company reinstated its corporate charter in the State of
Washington and began efforts to favorably position itself to seek alternative
business opportunities.
These financial statements are presented on the basis that the Company is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business over a reasonable length of
time. The Company has incurred operating losses since its inception, has no
recurring source of revenue, and has an accumulated deficit. These conditions
raise substantial doubt as to the Company's ability to continue as a going
concern.
Management's plans for the continuation of the Company as a going concern
include financing the Company's operations through sales of its unregistered
common stock and the eventual acquisition of an entity with profitable business
operations. There are no assurances, however, with respect to the future success
of these plans. The financial statements do not contain any adjustments, which
might be necessary, if the Company is unable to continue as a going concern.
Unless otherwise indicated, amounts provided in these notes to the financial
statements pertain to continuing operations.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
- ------------------
The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States of America 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.
Income Taxes
- -------------
Income taxes are recognized in accordance with Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes," whereby deferred income tax
liabilities or assets at the end of each period are determined using the tax
rate expected to be in effect when the taxes are actually paid or recovered. A
valuation allowance is recognized on deferred tax assets when it is more likely
than not that some or all of these deferred tax assets will not be realized.
Fair Values of Financial Instruments
- ----------------------------------------
The carrying amounts of financial instruments, including accounts payable,
approximated their fair values as of December 31, 2001 and 2000.
<page>
QUAD METALS CORPORATION
NOTES TO FINANCIAL STATEMENTS, CONTINUED:
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:
Loss Per Share
- ----------------
Such amounts, representing basic and diluted loss per share, are computed based
on the weighted average number of shares outstanding during the years ended
December 31, 2001 and 2000.
Mining Properties
- ------------------
In prior years the Company owned or controlled properties on private and public
lands in several states in the Western United States for purposes of exploring
for and developing commercial mineral deposits. The Company's exploration
efforts on its properties proved unsuccessful, and as of December 31, 1991, the
Company had abandoned all of its interests in mineral and mining properties.
The Company and its properties have been subject to a variety of federal and
state regulations governing land use and environmental matters. The Company's
management believes it has been in substantial compliance with all such
regulations, and is unaware of any pending action or proceeding relating to
regulatory matters that would affect the financial position of the Company.
New Accounting Pronouncements
- -------------------------------
In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 141, "Business Combinations," and No. 142,
"Goodwill and Other Intangible Assets," collectively, the Statements. These
Statements drastically change the accounting for business combinations, goodwill
and intangible assets. Companies are required to adopt Statement 142 in their
fiscal year beginning after December 15, 2001. The Company anticipates that the
adoption of these Statements will not have a material affect on its financial
statements.
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities." The Statement requires the Company to recognize all
derivatives on the balance sheet at fair value. The Company anticipates that the
adoption of this statement will not have a material affect on its financial
statements.
3. INCOME TAXES
At December 31, 2001, the Company had federal tax-basis net operating loss
carryforwards totaling approximately $21,000, which will expire in 2021. The
deferred tax asset associated with this operating loss carryforward is
approximately $7,100 and has been fully reserved for as management believes it
is more likely than not that the deferred tax assets will not be utilized.
<page>
QUAD METALS CORPORATION
NOTES TO FINANCIAL STATEMENTS, CONTINUED:
3. INCOME TAXES, CONTINUED:
During 2001, the Company's prior years' tax-basis net operating losses
substantially expired pursuant to the provisions of Internal Revenue Code
Section 382, and upon the Company's issuance of additional shares of its common
stock (See Note 4). Accordingly, any deferred tax asset associated with prior
years' net operating losses is not recognized on the Company's financial
statements.
4. STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock
- -------------
The Company has one class of no par value common stock authorized and
outstanding. During a meeting of shareholders on March 15, 1984, the Company's
articles of incorporation were amended to increase the number of shares
authorized for issue from 10,000,000 to 40,000,000. During an annual meeting of
shareholders ordered by the Superior Court of the State of Washington on
September 17, 1998, the articles of incorporation were again amended to increase
the number of shares authorized for issue to 100,000,000. The amendment took
effect upon its filing with the Secretary of the State of Washington in December
of 2001. In prior years the Company's stock was traded on the Spokane Stock
Exchange in Spokane, Washington. Since 1990, however, very little trading has
taken place, and there is essentially no active market for the Company's stock.
The Company's management plans, however, to reestablish a market for the
Company's stock.
Private Placement of Common Stock
- -------------------------------------
In October of 2001, the Company's board of directors resolved to offer up
to 60,000,000 shares of its common stock, in a private placement, to certain
accredited investors. The offering, which was exempt from registration under
the Securities Act of 1933 ("the Act") pursuant to Section 4(2) of the Act and
Rule 506 of Regulation D, resulted in the sale of 60,000,000 shares of the
Company's unregistered common stock for $0.001 per share, or $60,000. Proceeds
from the offering were used to fund general and administrative activities
necessary to reestablish the Company's compliance with securities regulations
and investigate potential business opportunities with other entities.
Preferred Stock
- ----------------
During the annual meeting of shareholders on September 17, 1998, the
Company's articles of incorporation were amended to authorize 10,000,000 shares
of no par value preferred stock. The preferred stock is entitled to preference
over common stock of the Company with respect to the distribution of assets in
the event of liquidation or dissolution. The preferred stock may be divided
into and issued in designated series as determined by the Company's board of
directors. The amendment took effect upon its filing with the Secretary of the
State of Washington in December of 2001.
<page>
QUAD METALS CORPORATION
NOTES TO FINANCIAL STATEMENTS, CONTINUED:
5. RELATED PARTY TRANSACTIONS
The Company has been furnished with certain unreimbursed management,
administrative, accounting and consulting services by various related parties,
which are not reflected in these financial statements and not material to the
financial statements. For the years ended December 31, 2001 and 2000, the
Company expended $7,095 and $59, respectively, for legal services relating to a
private placement of the Company's common stock (See Note 4), reinstating the
Company's corporate charter, and amending its articles of incorporation. The
services were provided by Gregory B. Lipsker, the Company's legal counsel and an
officer and director up until June 1, 2001, at which time Mr. Lipsker tendered
his resignations. At December 31, 2001 and 2000, the Company had accrued $170
and $2,944, respectively, to Mr. Lipsker for legal services provided.
During 2001, the Company sold 1,500,000 shares of its unregistered common stock
to Mr. Lipsker for $0.001 per share, or $1,500. The Company also sold 24,500,000
shares of its unregistered common stock to existing directors for $0.001 per
share, or $24,500. Both of the aforementioned sales were pursuant to an offering
that was exempt from securities registration (See Note 4).
<page>
QUAD METALS CORPORATION
FORM 10KSB
ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None
PART III
ITEM 9 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Directors and Executive Officers.
The names, ages, business experience and positions of our directors and
executive officers as of December 31, 2001 are set out below. The Company's
board of directors consisted of three members at such date. All directors serve
until their successors are elected and qualified.
NAME AGE POSITION
- --------------------------- --- ----------------------------------------------
Robert W. O'Brien 66 President
Michael McLaughlin 68 Vice-President and Assistant Secretary
Martyn A. Powell 49 Secretary/Treasurer
Each officer serves in the position indicated after his name for a period of one
year or until his successor is elected and qualified.
Biographies of Directors, Executive Officers, and Key Individuals.
Robert W. O'Brien.
- -------------------
Mr. O'Brien has served as president of the Company since June 2001. Mr. O'Brien
graduated from Gonzaga University with a BA Degree in Economics. Since July
1996, Mr. O'Brien has been the sole owner and manager of Spokane Quotation
Bureau, LLC, a company which publishes stock quotations for companies traded
over-the-counter. From 1985 to October 1995, Mr. O'Brien was a Director and
Secretary/Treasurer of Inland Gold and Silver, now Inland Resources, Inc., a
public company traded on the NASDAQ supervised Bulletin Board. Mr. O'Brien
currently serves as secretary/treasurer, and a director of Gold Bond Resources,
Inc., a reporting company, and is a director and officer of Aberdeen Idaho
Mining Company, an inactive reporting company.
Michael McLaughlin
- -------------------
Mr. McLaughlin has served as Vice-President and Assistant Secretary of the
Company since June 2001. Mr. McLaughlin has been retired from full-time
employment since 1992, at which time he sold financing for IBM Credit Corp.
Since 1980, Mr. McLaughlin has been employed part-time by the Washington State
Horse Racing Commission as an auditor for satellite racing facilities. Mr.
McLaughlin currently serves as Vice-President and a director of Gold Bond
Resources, Inc., a reporting company.
<page>
QUAD METALS CORPORATION
FORM 10KSB
Martyn A. Powell
- ------------------
Mr. Powell has served as a Secretary/Treasurer of the Company since June 2001.
Mr. Powell has been employed as a realtor in the greater Seattle area for the
past 11 years. Mr. Powell has served as a President, and a Director of Missouri
River and Gold Gem Corp, a reporting company, since 1999. Mr. Powell is also a
director and officer of Aberdeen Idaho Mining Company, an inactive reporting
company.
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.
ITEM 10 - EXECUTIVE COMPENSATION
No officer receives any compensation for services rendered to the Company.
Directors receive no annual compensation nor attendance fees for servicing in
such capacity.
ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth as of March 4, 2002, the names of, and number of
shares beneficially owned, by persons known to us to own more than five percent
(5%) of our common stock; the names of, and number of shares beneficially owned
by each of our directors and executive officers; and the number of shares
beneficially owned by all of our directors and executive officers as a group.
At such date, there were 95,474,665 outstanding shares.
AMOUNT AND NATURE
OF BENEFICIAL
OWNERSHIP (ALL DIRECT PERCENT
NAME OF OWNER UNLESS OTHERWISE NOTED) OF CLASS
- ------------------------------------- ----------------------------- ----------
Terry Dunne 18,000,000 18.85%
601 W. Main Ave., Suite 814
Spokane, WA 99201
Robert O'Brien(1) 18,000,000 18.85%
1511 S. Riegel Court
Spokane, WA 99212
The Estate of Dr. Tibor Klobusicky(2) 15,750,000 16.50%
E.3612 16th Ave.
Spokane, WA 99203
Stanley Harrison 10,000,000 10.47%
E. 10900 Wolf Lodge Bay Road
Coeur d' Alene, ID 83814
Martyn A. Powell (1) 4,000,000 4.19%
2024-105th Place S.E.
Everett, WA 98208
Michael L. McLaughlin(1) 1,500,000 1.57%
2615 S. Adams Rd.
Veradale, WA 99037
All directors and executive
Officers as a group (3 people) 23,500,000 24.61%
<page>
QUAD METALS CORPORATION
FORM 10KSB
(1) Executive officer and director
(2) 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.
ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See Notes 4, 5, and 6 to the Financial Statements.
ITEM 13 - EXHIBITS, AND REPORTS ON FORM 8-K
(a) Exhibits
3 (i) Amended and restated Articles of Incorporation September 18, 1998*
*As filed with the Registrant's 1998 annual report on Form 10-K.
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Registrant during the last quarter
of 2000.
<page>
QUAD METALS CORPORATION
FORM 10KSB
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) 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.
QUAD METALS CORPORATION INC.
By: /s/ Robert W. O'Brien
------------------------
Robert W. O'Brien
President
Date: March 25, 2002
By: /s/ Michael L. McLaughlin
----------------------------
Michael L. McLaughlin
Vice-President
Date: March 25, 2002
By: /s/Martyn A. Powell
---------------------
Martyn A. Powell
Secretary/Treasurer
Date: March 25, 2002
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
By:/s/ Robert W. O'Brien
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Robert W. O'Brien
Director and President
Date: March 25, 2002
By:/s/ Michael L. McLaughlin
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Michael L. McLaughlin
Director and Vice-President
Date: March 25, 2002
By: /s/Martyn A. Powell
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Martyn A. Powell
Director and Secretary/Treasurer
Date: March 25, 2002