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 March 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 number 1-5996 QUAD METALS CORPORATION (Exact name of small business issuer as specified in its charter) WASHINGTON 91-0835748 (State or other jurisdiction of (IRS Employer Id. 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 (NONE) 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 [ ] No [X] At April 26, 2002, 95,474,665 shares of the registrant's common stock were outstanding. <page> TABLE OF CONTENTS PART I PAGE ITEM 1 Balance Sheets as of March 31, 2002 and December 31, 2001 3 Statements of Operations For the Three Month Periods Ended March 31, 2002 and 2001 4 Statements of Cash Flows For the Three Month Periods Ended March 31, 2002 and 2001 5 Notes to Financial Statements 6 ITEM 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 7 PART II ITEM 1 Legal Proceedings 8 ITEM 2 Changes in Securities 8 ITEM 3 Defaults Upon Senior Securities 8 ITEM 4 Submission of Matters to a Vote of Security Holders 8 ITEM 5 Other Information 8 ITEM 6 Exhibits and Reports on Form 8-K 8 Signatures 9 <page> PART I. ITEM 1: FINANCIAL STATEMENTS BALANCE SHEETS AS OF MARCH 31, 2002 QUAD METALS CORPORATION AND DECEMBER 31, 2001 MARCH 31, DECEMBER 31, 2002 2001 (UNAUDITED) -------------- -------------- ASSETS CURRENT ASSETS: Cash $ 34,344 $ 40,431 -------------- -------------- Total current assets $ 34,344 $ 40,431 ============== ============== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 4,986 $ 4,370 -------------- -------------- Total current liabilities 4,986 4,370 -------------- -------------- STOCKHOLDERS' EQUITY Common stock; no par value; 100,000,000 shares authorized; 95,474,665 shares issued and outstanding 2,252,824 2,252,824 Preferred stock; no par value; 10,000,000 shares authorized; none issued and outstanding - - Accumulated deficit (2,223,466) (2,216,763) -------------- -------------- Total stockholders' equity 29,358 36,061 -------------- -------------- Total liabilities and stockholders' equity $ 34,344 $ 40,431 ============== ============== See the accompanying notes. <page> QUAD METALS CORPORATION STATEMENTS OF OPERATIONS FOR THE THREE MONTH (UNAUDITED) PERIODS ENDED MARCH 31, 2002 AND 2001 MARCH 31, MARCH 31, 2002 2001 -------------- -------------- OPERATING EXPENSES: General and administrative expenses $ 6,838 $ -0- -------------- -------------- Total operating expenses 6,838 -0- -------------- -------------- OTHER (INCOME): Interest income (135) -0- -------------- -------------- NET LOSS $ 6,703 $ -0- ============== ============== NET LOSS PER COMMON SHARE $ Nil $ Nil ============== ============== WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC 95,474,665 35,474,665 ============== ============== See the accompanying notes. <page> QUAD METALS CORPORATION STATEMENTS OF CASH FLOWS FOR THE THREE MONTH (UNAUDITED) PERIODS ENDED MARCH 31, 2002 AND 2001 MARCH 31, MARCH 31, 2002 2001 -------------- -------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ 6,703 $ -0- Change in: Increase in accounts payable (616) -0- -------------- -------------- Net cash flows used by operating activities 6,087 -0- -------------- -------------- NET DECREASE IN CASH 6,087 -0- CASH AT BEGINNING OF PERIOD 40,431 -0- -------------- -------------- CASH AT END OF PERIOD $ 34,344 $ -0- ============== ============== See the accompanying notes. <page> QUAD METALS CORPORATTION (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, 2001 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, 2002. 2. NATURE OF BUSINESS AND PLAN OF OPERATION: 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, 2001, 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. [The balance of this page left intentionally blank.] <page> ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 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. RESULTS OF OPERATIONS For the three month period ended March 31, 2002 compared to the three month period ended March 31, 2001 For the three months ended March 31, 2002, the Company had a net loss of $6,703 and was inactive during the comparable period of 2001. The loss in the first quarter 2002 is primarily due to increased general and administrative expenses associated with the audit of the Company's financial statements and the preparation and filing of Form 10-KSB with the Securities and Exchange Commission. FINANCIAL CONDITION AND LIQUIDITY During the three month period ended March 31, 2002, the Company used $6,087 of cash in operating activities. The Company has no recurring revenue from operating activities and has no immediate plans to sell additional shares of common stock. The Company anticipates being able to fund its operations for the remainder of 2002 through its existing cash resources. <page> 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 NONE <page> 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 5/02/02 - ----------------------------- --------------- Robert W. O'Brien Date President, Director and Principal Financial Officer