75
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDED FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS COMPANYS UNDER SECTION 12(B)
OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file no. 0001092619
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QUINCY RESOURCES, INC.
(NAME OF SMALL BUSINESS COMPANY IN ITS CHARTER)
Nevada 98-0218264
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(State or Other Jurisdiction of (I.R.S.Employer
Incorporation or Organization) Identification No.)
1302 Arbutus Street
Vancouver, British Columbia, Canada V6J 3W8
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(Address of Principal Executive Officer) (Zip Code)
(604) 736-7481
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(Company's Telephone Number)
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $0.001 per share
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(Title of Class)
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TABLE OF CONTENTS
ITEM PAGE
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PART 1
Glossary of Geological and Technical Terms 3
Item 1 Description of Business 8
Management's Discussion and Analysis or Plan
Item 2 of Operation 24
Item 3 Description of Property 27
Security Ownership of Certain Beneficial
Item 4 Ownership and Management 27
Directors, Executive Officers, Promoters and
Item 5 Control Persons 29
Item 6 Executive Compensation 30
Item 7 Certain Relationships and Related Transactions 31
Item 8 Description of Securities 33
PART 11
Market Price of and Dividends on the Company's
Item 1 Common Equity and Other Stockholders Matters 35
Item 2 Legal Proceedings 35
Item 3 Disagreement With Accountants and Financial Disclosure 35
Item 4 Recent Sales of Unregistered Securities 36
Item 5 Indemnification of Directors and Officers 36
PART F/S
Financial Statements 38
PART 111
Item 1 Index to Exhibits 48
Item 2 Description of Exhibits 48
DOCUMENTS INCORPORATED BY REFERENCE
Documents incorporated by reference: None
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GLOSSARY OF GEOLOGICAL AND TECHNICAL TERMS
Aeromagnetic prospecting - A technique of geophysical exploration of an area
using an airborne magnetometer to survey that area.
Andesite - Fine grained intermediate volcanic rock.
Anomaly - Deviation from a general rule, method, or analogy; abnormal.
Azimuth - Direction of a horizontal line as measured on a an imaginary
horizontal circle, the horizontal direction reckoned clockwise from the meridian
plane of the observer, expressed as the angular distance between the vertical
plane passing through the point of observation and the poles of the Earth and
the vertical plane passing through the observer and the object under
observation.
Azurite - A monoclinic mineral; forms virtreous azure crystals; a supergene
mineral in oxidized parts of copper deposits associated with malachite.
Batholiths - A large, generally discordant plutonic mass that has more than 40
square miles of surface exposure and no known floor. Its formation involves
magmatic processes.
Bedded - A mineral fixed firmly into another rock formation.
Bedrock - The solid rock underlying superficial formations.
Bleb - A vesicle, blister, bubble.
Boreal - Of or pertaining to Boreas; hence, northern.
Breccia - A coarse-grained clastic rock, composed of angular broken rock
fragments held together by a mineral cement or in a fine-grained matrix
Brecciated - Converted into, characterized by, or resembling a breccia
Chalcopyrite - The main copper ore, CuFeS2. A widely occurring mineral found
mainly in veins.
Chert - A hard, dense, dull to semivitreous, microcrystalline or
cryptocrystalline sedimentary rock, consisting dominantly of interlocking
crystals of quartz.
Crystalline - Resembling a crystal; clear, transparent, pure.
Crystallization - The process through which crystalline phases seprate from a
fluid, or a dispersed state.
Core - A cylindrical section of rock, usually 5 to 10 cm in diameter and up to
several meters in length, taken as a sample of the interval penetrated by a core
bit and brought to the surface for geologic examination and/or laboratory
analysis.
Diabase - A partly crystalline rock of the composition of gabbro.
Dyke - A sheet-like body of igneous rock intrudes; or an ore body is formed in
older rocks.
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Electromagnetic - Of, pertaining to or produced by electromagnetism.
Electromagnetism - Magnetism developed by a current of electricity.
Epizone - the uppermost depth zoneo f metamorphism, characterized by low to
moderate temperatures and hydrostatic pressures with low to high shearing
stress.
Esker - A narrow ridge or mound of gravelly and sandy drift, deposited by a
subglacial stream.
Euhedral - Said of a mineral grain that is completely bounded by its own
rational faces, and whose growth during crystallization of recrystallization was
not restrained or interfered with by adjacent grains.
Facies - A term of wide application, referring to such aspects of rock units as
rock type, mode of origin, composition, fossil content, or environment of
deposition.
Feldspar - Constitutes 60% of the Earth's crust, feldspar occurs in all rock
types and decomposes to form much of the clay in soil.
Felsic - Term used to describe light colored rocks containing feldspar.
Fold - A curve or bend of a planar structure such as rock strata, bedding
planes, foliation, or cleavage. A fold is usually a product of deformation,
although its definition is descriptive and not genetic and may include primary
structures.
Foliation - Act or process of forming into a leaf or leaves.
Gabbro - A course-grained (plutonic) dark colored igneous rock.
Galena - The most important ore of lead, PbS, found in hydrothermal veins and as
a replacement mineral.
Geophysical surveying - The exploration of an area in which geophysical
properties and relationships unique to the area are mapped by one or more
geophysical methods.
Glaciofluvial - Pertaining to the meltwater streams flowing from wasting glacier
ice and esp. to the deposits and landforms produced by such streams, as kame
terraces and outwash plains; relating to the combined action of glaciers and
streams.
Glaciolacustrine - Pertaining to, derived from, or deposited in glacial lakes;
esp. said of the deposits and landforms composed of suspended material brought
by meltwater streams flowing into lakes bordering the glacier, such as deltas,
kame deltas, and varved sediments.
Granite - A plutonic rock in which quartz constitutes 10% to 50% of the felsic
components and in which the feldspar ratio is generally restricted to the range
of 65% to 95%.
Granitic - Pertaining to or composed of granite.
Graphite - Soft, black native carbon of metallic luster.
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Greenschist - A schistose metamorphic rock whose green color is due to the
presence of chlorite, epidote, or actinolite.
Grid - A mapped out area consisting of parallel wires displaying distance.
Group - A group (one or more) Formations of approximately the same age.
Igneous rock - Rock formed by the solidification of molten material that
originated within the Earth.
Infrastructure - Structure produced at a depp crustal level, in a plutonic
environment, under conditions of elevated temperature and pressure, which is
characterized by plastic folding, and the emplacement of granite and other
migmatitic and magmatic rocks.
Input - That which is put in.
Kettle - A depression in the ground surface formed by the melting of a large,
detached block of stagnant ice wholly or partly buried by glacial drift.
Lapilli - Pyroclastics that may be either essential, accessory, or accidental in
origin, of a size range that has been variously defined within the limits of 2mm
and 64mm. The fragments may be either solidified or still viscous when they
land.
Lava - Fluid rock such as that which issues from a volcano.
Lithology - The character of a rock described in terms of its structure, color,
mineral composition, grain size and arrangement of its component parts.
Mafic - Pertaining to or composed dominantly of the ferromagnesian rock-forming
silicates; said of some igneous rocks and their constituent minerals.
Magnetometer - An instrument for measuring magnetic intensity. In ground
magnetic prospecting, an instrument for measuring the vertical magnetic
intensity; in airborne magnetic prospecting, an instrument for measuring the
total magnetic intensity.
Malachite - A monoclinic mineral that occurs with azurite in oxidized zones of
copper deposits.
Meta - indicates a sedimentary or igneous rock has been metamorphasized.
Metamorphism - The mineralogical, chemical and structural adjustment of solid
rocks to physical and chemical conditions that have generally been imposed at
depth below the surface zones of weathering and cementation, and that differ
from the conditions under which rocks in question originated.
Monoclinic System - All point groups characterized by lattices with two
crystallographic axes at right angles and one axis inclined.
Oxide - A binary compound of oxygen with an element.
Peridotite - A general term for a coarse-grained plutonic rock composed chiefly
of olivine with or without other mafic minerals.
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Phenocryst - A term for large crystals or mineral grains within the matrix or
groundmass of a porphyry
Plutonic rock - igneous rock formed deep within the Earth under the influence of
high heat and pressure.
Porphyry - An igneous rock of any composition that contains obvious phenocrysts
in a fine- grained groundmass.
Precambrian - Designating the earliest division of geological history or the
rocks formed during this time.
Pyrite - The most widespread sulphide mineral, chemical formula: FeS2.
Pyroclastic - Produced by explosive or aerial ejection of ash, fragments and
glassy material from a volcanic vent.
Pyrrhotite - A mineral, Fe1-xS, found in basic igneous rocks, pegmatites and
contact metamorphic rocks.
Quartz - A form of silica occuring in hexagonal crystals or in crystalline
masses.
Rhyolite - Fine-grained to glassy light colored volcanic rocks.
Schistosity - The foliation in schist or other coarse-grained, crystalline rock
due to the parallel, planar arrangement of mineral grains of the platy,
prismatic, or ellipsoidal types.
Sedimentary rock - A rock resulting from the consolidation of loose sediment
that has accumulated in layers.
Sericitic - A white, fine-grained potassium mica occuring in small scales as an
alteration product of various alluminosilicate minerals, having a silky luster,
and found in various metamorphic rocks.
Sphalerite - The main ore of zinc, ZnS, found in metasomatic deposits with
galena, hydrothermal vein deposits, and in replacement deposits.
Spinifex texture - Interpenetrating lacy elongate olivine crystals in komatiite,
commonly considered to have been formed by quenching.
Stringer - Ahorizontal timber to connect uprights in a frame.
Sulfide - A compound of sulfur with an element.
Terrain - A tract or region of ground immediately under observation.
Till - Dominantly unsorted drift deposited by and underneath a glacier without
reworking by meltwater, and consisting of clay, silt, sand, gravel and boulders.
Tridymite - A monoclinic and triclinic mineral in felsic volcanics.
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Tuff - A general term for all consolidated pyroclastic rocks.
Ultramafic - Said of an igneous rock composed chiefly of mafic minerals
Volcanic Rock - A generally finely crystalline or glassy igneous rock resulting
from volcanic action at or near the Earth's surface, either ejected explosively
or extruded as lava.
Volcanism - The process by which magma and its associated gases rise in the
crust and are extruded onto the Earth's surface and into the atmosphere.
Volcanogenic - The production of a vent in the surface of the Earth through
which magma and associated gases and ash erupt.
Wisp - A small bunch or bundle, as of hay, straw, or the like.
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PART 1
Quincy Resources, Inc. (the "Company") is filing this Form 10-SB on a voluntary
basis to:
1 provide current, public information to the investment community;
2 to expand the availability of secondary trading exemptions under the Blue
Sky laws and thereby expand the trading market in the Company's securities,
and
3 to comply with prerequisites for listing of the Company's securities on
NASDAQ.
ITEM 1. DESCRIPTION OF BUSINESS
HISTORICAL OVERVIEW OF THE COMPANY
The Company was incorporated on May 5, 1999. The Company has no
subsidiaries and no affiliated companies. The executive offices of the Company
are located at 1302 Arbutus Street, Vancouver, British Columbia, Canada, V6J 3W8
(Tel: 604-736-7481).
The Company is engaged in the exploration of mineral properties. (see Part
1, "Exploration of the QUINCY Claim"). No ore body has been discovered and no
substantial exploration has been done on its mineral claim. The Company is
purely an exploration company. There is no assurance that any ore body will
ever be found and that the Company will have sufficient funds to undertake the
exploration work required to identify an ore body.
Management anticipates that the Company's shares will be qualified on the
system of the National Association of Securities Dealers, Inc. ("NASD") known as
the OTC Bulletin Board.
The Company owns one mineral property known as the 'QUINCY' claim. It does
not presently own any other mineral properties. The Company holds the rights to
the minerals on the Quincy property until May 31, 2001. The land itself is
owned by the Province of Ontario (known as the "Crown"). The Company undertook
an exploration program on its claim in October 1999 in the amount of $2,759
which has resulted in the claim being maintained in good standing until May 31,
2001. The Company re-stakinged the mineral claims on June 1, 2001in order to
maintain them in good standing until May 31, 2002.
The Company has no revenue to date from the exploration of its mineral
property, and its ability to effect its plans for the future will depend on the
availability of financing. Such financing will be required to develop the
Company's mineral property to a stage where a decision can be made by management
as to whether an ore body exists and can be successfully brought into
production. The Company anticipates obtaining such funds from its directors and
officers, financial institutions or by way of the sale of its capital stock in
the future (see Part 1, Item 2 - "Managements Discussion and Analysis or Plan of
Operations"), but there can be no assurance that the Company will be successful
in obtaining additional capital for exploration activities from the sale of its
capital stock or in otherwise raising substantial capital.
PLANNED BUSINESS
In addition to exploring and developing, if warranted, its mineral
property, the Company plans to seek out additional mineral properties either by
way of purchase, staking or joint venturing. (See Part 1, Item 2 - Management's
Discussion and Analysis or Plan of Operation").
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Much of the discussion contained in this section is "forward looking" in
that actual results may materially differ from the Company's plans as currently
contemplated. Information concerning all the factors associated with the
Company is set forth in this Item 1 and in Items 2 and 3 below. FOR A COMPLETE
UNDERSTANDING OF SUCH FACTORS, THIS ENTIRE DOCUMENT, INCLUDING THE FINANCIAL
STATEMENTS AND THEIR ACCOMPANYING NOTES, SHOULD BE READ IN ITS ENTIRETY.
All dollar amounts shown in this document are stated in US dollars unless
otherwise noted.
EXPLORATION OF THE QUINCY CLAIM
The Company retained William Waychison, P. Geo. of Timmins, Ontario, to
summarize the geology and mineral potential on its mineral claim near Timmins,
Ontario. His report is dated October 28, 1999. The mineral claim was staked
May 31, 1999 by Frank Renaudat on behalf of the Company and named "QUINCY".
The Claim covers 16 metric units (986 acres) located within the central
portion of English Township, Porcupine Mining Division, near the town of
Timmins, Ontario.
The Company was incorporated on May 5, 1999 and engaged the services of
Frank Renaudat to "stake" a mineral claim for it in the central portion of
English Township, Porcupine and Mining Division area of Ontario.
"Staking" of a claim is the method used by the ministry of mines for the
Province of Ontario in verifying title to the minerals on Crown property. The
individual staking a claim, known as the "staker" inserts a post or stake into
the ground of unstaked property and defines this post as the corner post or
"identification" post. A serial pre-numbered tag, purchased from the Ministry
of Northern Development and Mines (a department of the Ministry of Mines of
Ontario), is affixed to the post and the date and time of inserting the post
into the ground is recorded on it as well as the proposed name of the claim.
The staker is required to walk in a line in one directions from the stake and
another line at a 90 degree angle from the original walk starting at the corner
post for another 1500 feet. Upon completion of these two walks the staker
records the number of units being staked upon the metal tag on the corner post.
This information is recorded on a 4 foot Post Mineral Claim form and filed with
the Ministry of Northern Development and Mines.
The Company has not identified any other mineral properties for staking
and, therefore, has only the QUINCY property. It is the intention of management
to identify other properties of merit in the future but to date none have been
identified.
PROPERTY DESCRIPTION, LOCATION AND ACCESS
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The Ferrier Creek Property comprises a single, unsurveyed, 16 unit claim
(986 acres) numbered 1212816 and located in the central portion of English
Township, Porcupine Mining Division, Ontario. The property was recorded on May
31, 1999 by Frank Renaudat of 392 Toke Street, Timmins, Ontario. Assessment
work in the amount of $ 6,400 is due on or before May 31, 2001 to maintain the
property in good standing. Title to 100% of the Ferrier Creek Property is
registered with the Ontario Provincial Mining Recorder's Offices in Sudbury,
Ontario in the name of Quincy Resources Inc.
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LOCATION & ACCESS
The property lies approximately 28 miles due south of Timmins, Ontario in
NTS quadrant 42A/3 and has as its center the approximate UTM co-ordinates of
480350m E and 5323500m N (or geographical co-ordinates of 48 04' 47" north
latitude and 81 15' 53" west longitude).
An all weather, two lane gravel road, which is the southern extension of
Pine Street South, accesses the property and traverses the western four claim
unites in a north south fashion. Road distance along this road from the
intersection of Highway 101 and Pine Street in downtown Timmins, to a point 775
feet east of claim post 4 along the northern boundary of the property, is 32
miles. This road is generally plowed during the winter to the Saw Mill Cafe
situated approximately 3.1 miles south of the property near the southern
boundary of English Township. A secondary, single lane gravel road provides
driveable access to the southern and southeastern portion of the property.
An older winter road trending north to northeast through the central
portion of the property is heavily overgrown (along with shorter old drill
roads) and difficult to impossible to follow on the ground.
CLIMATE, LOCAL RESOURCES AND PHYSIOGRAPHY
The climate of the region is similar to that for the nearby City of Timmins
and can be characterized by long cold winters and short warm to hot summers.
Five months of the year have an average daily temperature below 32 F while for
two months the average daily mean temperatures are above 59F. Climatic
statistics recorded between 1955 and 1990 for the Timmins Region indicate the
maximum and minimum daily temperatures for the coldest month and warmest months
are as indicated in the following table.(source: City of Timmins, Timmins
Economic Development Corporation web site. Original data was done in celcius.)
COLDEST/WARMEST MONTH AVERAGE DAILY MAXIMUM (F) AVERAGE DAILY MINIMUM (F)
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Coldest Month: January 12.4 -10.6
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Warmest Month: July. . 75.7 50.5
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The total annual precipitation for the region is 3.5 inches of which the
average rainfall is 2.3 inches with the balance accounted for as snowfall
precipitation that averages 1.4 inches.
The property is generally flat with a local topographic relief of 15 to 30
feet. An esker occurs north of the Ferrier Creek Property and trends NE-SW as
it crosses the NW corner of the property. West of the Property the esker
changes to more a N-S direction. The gravel road accessing the Quincy property
approximates the esker to a point about 660 feet north of the property. A
secondary old lumber road approximates this point and can be seen to follow the
esker and cross the northwest corner of the property near claim post 4. Sandy
glaciofluvial/glaciolacustrine deposits occupy the area to the southeast of the
esker and underlie all the property.
Bedrock exposure is generally poor other than a few small exposures located
east of the main gravel road and south and southeast of the largest kettle lake
situated in the center of the property. Water is readily available and occurs
as small clay-lined, kettle lakes and pot hole depressions that generally feed
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Ferrier Creek. The latter drains the area in an eastward direction and eventual
flows north as part of the Hudson Bay watershed.
The forest cover is typical of a boreal area underlain by either sandy
rises or flat wet terrain and includes areas of both jackpine with minor
quantities of spruce, balsam, birch and poplar as well as areas of black spruce,
cedar and tamarack swamp. Most of the three to four claim units within the
southeast portion of the property have been logged and scarified.
Other then the existing roads that have been noted there is no other
infrastructure on the property. The nearest source of electricity is the
Ontario Hydro transmission line linking Timmins and Subury, which trends azimuth
165 and occurs 1.6 miles east of the property.
There are no known impediments to mineral exploration or exploitation.
HISTORY
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GENERAL
English Township and area have been prospected for gold and iron since the
1920's with the first discovery of gold made during the 1930's by a J.C. Nelson.
During the late 1940's and 1950's, with the advent of airborne geophysical
techniques and increased use of ground geophysics, the search emphasis was
redirected towards asbestos deposits and nickel sulfide deposits associated with
ultramafic bodies. With the discovery of the Kidd Creek copper-zinc
volcanogenic massive sulfide ("VMS") deposit in 1964, mineral exploration
efforts were redirected for base metal VMS deposits associated with felsic
volcanic rocks within the township.
PAST EXPLORATION
Summaries for work conducted on properties now overlain in whole or in part
by the Ferrier Creek Property are mentioned as follows. The airborne
electromagnetic ("AEM") compilation includes both an Input Mark VI Survey flown
for Granges Exploration Canada Inc. and a Geotem Survey flown for the Ontario
Geological Survey.
1949-1953: Dominion Gulf Company ("DGC") DGC flew an aeromagnetic survey over
the region. Results are not reported although it is referenced in follow-up
groundwork conducted on claims DGC subsequently staked in Semple Township in the
south.
1962-1963: Hollinger Consolidated Gold Mines Ltd. ("Hollinger")
Hollinger staked a block of 8 claims in central English Township that
approximates the north-south central portion of Quincy's 16 unit (986 acres)
property. A detailed ground magnetic survey employing an Alkania Gfz torsion
wire magnetometer and a dip angle electromagnetic ("EM") survey were conducted
over 13 miles of grid. Readings were obtained at 100-foot intervals along
east-west lines having a 200 foot separation.
The magnetic results indicated a strong magnetic high to define a complexly
folded area having a southeast trending axis to occur between two small lakes
within the central part of the current Quincy property. Multiple short or
single point EM anomalies approximate this magnetic high and indicate that the
survey was done at an acute angle to the anomalies. A second area of anomalous
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EM values occur within the southern portion of the current Quincy claim, at
approximately 300-450 feet southwest of a small pond at the junction of a creek
feeding Ferrier Creek. As with the above described anomalous EM area, this
smaller area also flanks an area of magnetic high values.
During 1962 Hollinger drilled 6 short Holes (of an average length of 65
feet) for a total length of 391 feet. Other than Hole #E4 that was dyked out,
all the holes reported encountering green altered lava. Narrow streaks, patches
or minor disseminated pyrite was noted in Holes #E1, #E2 and #E5. Hole #E1
reported streaks and splashes of pyrite with a little chalcopyrite from the
bedrock interface at 2.9 feet to the 15 feet core length ("c.l.") as well as a
11 inch section of heavy pyrite at c.1 of 18.9 feet.
During 1963 Hollinger drilled an additional hole, #E3-2A, having a core
length of 474 feet. The hole appears to have been collared just south of the
Ferrier Creek Property and would lie east of the AEM anomalies subsequently
detected by others. Given the high magnetic response of the iron formation
("IF") in this area the absolute position of the Hollinger grid and Hole #E3-2A
may not be as indicated. The Hole is reported to have encountered rhyolite
between core length of 298 to 369 and again between 462 feet and the end of the
Hole at 474 feet. The latter intercept reported the fragments becoming more
sericitc and lighter in color towards the end of the Hole. The positive
indication of alternation was not persued.
1972-1974: Dowa Mining Co. Ltd. ("Dowa")
In 1972, Dowa staked their English 3-3 Property, which comprises 9 claims
and covers the core area of Hollinger's former property. Following a program of
prospecting, geological mapping and minor dynamite trenching (Armand Aube,
Timmins prospector, pers. Comm. July 1999), Dowa completed one AQ-sized drill
hole during 1972 for a core length of 499 feet. No records of the field work
are filed for assessment purposes.
Dowa reports Hole No. 1 encountered dominantly rhyolite tuff and fragments.
Two andesite unites are reported between core lengths of 125.6 - 162.4 feet and
174.8 - 206.2 feet. An analysis of a 3.8 feet section of andesite (at c.1. of
136.4 feet) containing quartz veining with minor galena, pyrite and a honey
colored mineral thought to be sphalerite returned 22.61% Iron. Although not
indicated by Dowa, given what others have reported in this area, Dowa's andesite
is very likely magnetite-bearing Iron Formation. The Dowa sample in question
also revealed 0.25% Copper, nil Zinc, and 8.5% Sulphur. Only two other short
samples are reported to have been analyzed for a total core length of 5.6 feet.
This is despite that an unsampled 5.9 feet section of magnetite-poor rhyolite at
a core length of 383.6 feet is reported to contain 10 to 49% sulfides consisting
of mostly pyrite with minor chalcopyrite and pyrrhotite.
In 1974, Dowa reports drilling Hole No 2 for a core length of 374.2 feet.
A different person was responsible for logging this hole. Diabase is reported
to occur near surface either side of an oxide IF (23.3-82.8 feet) containing up
to 20% pyrrhotite. The remainder of the hole is reported to be felsic tuff and
fragmentals with a second IF and associated andesite tuff between core lengths
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233.7-266.6 feet. Only two assays from the first IF are reported for this hole.
The results indicated 0.036% Copper over 8.49 feet.
1973-1976: Granges Exploration A.B. ("Gragnes")
In 1973, Granges contracted Questor Surveys Limited to conduct a combined
airborne magnetic and electromagnetic (Input Mk VI) survey employing a
fixed-wing aircraft. Terrain clearance of the plane was approximately 400 feet.
The survey was completed over all or parts of 13 townships including English
Township. The flight lines were oriented both N-S and E-W and had a separation
of approximately1/8 mile and a mean AEM sensor altitude of 150 feet.
Several moderately strong Input AEM anomalies with magnetic correlation
were detected within and near the Quincy property.
Granges staked six single unit claims to cover an isolated cluster of Input
anomalies centered 465 feet north of the Quincy property. This claim block
extended south to include the northern part of the present claim.
Granges also staked a block of 28 single unit claims commencing within the
southern 480 feet of Quincy's present property and continuing in a southwest
direction for approximately 6.83 miles. This claim block covers two clusters of
Input anomalies. The northern cluster of Input anomalies commences within the
southern 465 feet of the present Quincy property and continues in a southwest
direction for an additional 1400 feet. The second cluster of SW trending Input
anomalies commences approximately 0.9 miles SW of the present southern boundary.
1995: Essex Minerals Company ("Essex")
Following the unexpected expiry of certain of Granges claims, W.G. Wahl
Limited ("Wahl") restaked 49 claims within four townships including that of
English Township. Wahl reported the claims covered areas of favorable geology
over which anomalous Input anomalies had been identified by Granges. The claims
were subsequently optioned to Essex. On behalf of Essex, Wahl established a
grid and conducted geological and geophysical surveys over 4 units. The latter
approximated the northern part of the former Granges holdings and was situated
north of the current Quincy property in central English Township.
W.G. Wahl, P.Eng. reported that "at 444Hz the conductivity thickness is
about 30mhos and the conductor is at an indicated depth of 200 feet. At the
frequency of 1777Hz the conductor shows no out-of-phase response and as a result
the conductivity width could not be determined. This configuration indicates
that the causative body is an excellent conductor." Magnetic survey results
indicated a positive correlation and an indicated depth of 70 feet. Wahl
attributed the variance in estimates to "a possible 'blind' conductor not
exposed at the bedrock surface or some current gathering which disturbs the
depth estimates." The conductor was attributed to graphite and/or sulfides and
recommended for drilling. There is no record of the hole having been drilled.
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1989-1990: BHP-Utah Mines Ltd. ("BHP")
` During 1989-1990 BHP conducted a geological mapping and prospecting
program over their 16 single claim unit property. The BHP property covered an
area that approximates the Quincy property. No map or report of this work is
recorded in the assessment files other than a portion of their geological map
that is used as a drill hole location plan.
During 1990 BHP completed one drill hole (FC-1-90) for a length of 405
feet. The hole intersected felsic tuff and lapilli tuff with a cherty and
magnetite IF between core lengths 70.1 feet and 179 feet. The IF is described
as locally highly brecciated with angular chert fragments up to 1.2 inches. One
such angular fragment at 145 feet is reported to display spinifex textures. The
reported sulfides within the IF include up to 5% pyrrhotite as rounded blebs (
0.6 inches), bands, grains and wisps and fine euhedral disseminated pyrite, at
times rimming cherty fragments. The hole also encountered a peridotite with
chill margins (at 239 feet-290 feet) and a terminated in diabase dyke (at 390
feet to end of hole at 425 feet).
GEOLOGY
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REGIONAL GEOLOGY
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English Township and surrounding area lie in the west-central portion of
the Abitibi Subprovince of the Superior Province. The abitibi Subprovince, is
an Archean assemblage of dominantly volcanic rock with lessor sediments and
intrusions that extends in a NE direction for in excess of 500 miles from the SE
shore of Lake Superior to beyond the mining community of Chibougamau, Quebec.
Two cycles of volcanism have been defined within the west-central portion
of the Abitibi. In general terms, each cycle has a lower ultramafic volcanic
unit, an overlying mafic unit, and an upper unit intermediate to felsic volcanic
rocks. Iron formation is extensively associated with the intermediate to felsic
metavolcanics unit occupying the upper unit of the lower cycle. It is this
intermediate to felsic unit that occupies all of the Ferrier Creek Property. On
a regional scale the upper portion of the lower cycle has also been locally
correlated with the Porcupine Group Sediments while the top of the upper cycle
has been locally correlated with the Timiskaming Group of sediments and alkalic
volcanism.
Pyke (1978) notes that pretectonic gabbroic and minor related ultramafic
intrusions are largely confined to the lower volcanic cycle. Minor epizonal
felsic intrusions occur throughout the area and are reported to be a probable
subvolcanic derivation. Diabase dykes are numerous, generally trend northwardly
in several set orientations, and are early to late Precambrian Age.
All rocks within English Township and environs have been regionally
deformed and generally exhibit greenschist metmorphism. Recent studies indicate
that the area experienced five major deformations.
-14-
LOCAL GEOGRAPHY
- ----------------
West of English Township, the Kenogamissi Batholith is associated with the
D3 deformation in the region. In English Township, the D3 deformation
translates into a well-developed foliation and alignment of lithologies near the
batholith in a general northwardly direction parallel to its contact.
Recent efforts to correlate stratigraphy within Ontario have labeled the
N-trending upper portion of the lower volcanic cycle which underlies most of
English Township (and all of the Ferrier Creek Property) to be the Bartlett
assemblage. This assemblage consists of intermediate to felsic metavolcanic
rock dominated by felsic fragmentals and characterized by the presence of cherty
oxide- and lesser sulfide-facies iron formation.
In a report dated in 1984, E.Bright indicated the following:
"A lower unit of interbedded oxide-and sulfide-facies iron formation occurs in
the central part of the sequence, and an upper unit of predominantly oxide
facies iron formation lies near the top of the sequence (near its contact.)
Individual iron formation units range in thickness from several centimetres to
60m, but most are less then 9mThe lower oxide-and sulfide iron formation
outcrops sporadically in north-central, central (Ferrier Creek Property) and
southeastern English TownshipSulfide-facies iron formation consists of
disseminated grains and stringers of pyrrhotite and pyrite in thinly bedded
chert, in massive to thinly bedded felsic tuff, and in the matrix and fragments
of associated unites of chert-breccia and felsic breccia."
The Bartlett assemblage has been correlated with the Eldorado assemblage,
which crops out around the Shaw Dome centered in Shaw Township to the north.
Both assemblages contain a significant component of iron formation and felsic
fragmental rock, but differs in that ultramafic flows are apparently lacking in
the Bartlett assemblage. This may not be universally true if the observations
made by BHP-Utah Mines in their drill hole FC-1-90 are correct. The latter hole
was drilled on the Ferrier Creek Property and described a fragment displaying
spinifex textures (at a core length of 156 feet) within a brecciated iron
formation (86.4-179 feet). Furthermore, the hold encountered a peridotite
intrusion between 237-291 feet only feet to the east of the iron formation.
These points take an added significance given that the Eldorado assemblage is
also host to at least five komatite-associated, nickel-copper sulfide deposits
and several showings along the southern side of the Shaw Dome. In all but one
of these Nickel occurences the mineralization is spatially associated with
spinifex textures which reflect an extrusive origin, and suggest the nickel
sulfide mineralization is of a magmatic-volcanogenic-exhalative type of origin.
MINERALIZATION
- --------------
E. Bright notes that the first notable mineral discovery within the
immediate region was made during the 1930s by J.C. Nelson who discovered a
gold-bearing quartz stinger zone on his claims in west central English Township.
This occurrence is known as the Boychuk-West Muskasenda Group.
Since Nelson's discovery, several additional gold showings have been
located in English Township, however, the bulk of the exploration has been
directed at base-metal exploration. Although no economic mineral deposits have
-15-
been outlined to date in English Township, the Texmont Ni-discovery in Geikie
Township to the north and the Southman Nickel-discovery in Southman Township to
the south have encouraged the search for base-metal mineralization in English
Township.
SAMPLING AND ANALYSIS
- -----------------------
A short traverse was conducted during the property visit of July 17, 1999
to an area approximate 4/10 mile east of the gravel road near the center of
claim 1212816. This area contains several small shallow rock exposures.
Location control was provided by both pace and compass traversing and use of a
Garmin GPS unit. Two outcrops of cherty banded (oxide) iron formation (samples
5970 & 5971) were located, prospected and grab samples were collected from each
location. Locally the iron formation displays drag folding as shown at sample
location 5970 below. This confirms the iron formation is folded as indicated by
the AEM anomalies for this area. Both observed outcrops of iron formation
displayed a NE-SW strike and dips of approximately -55 degrees north. Malachite
stains and trace chalcopyrite were also discovered at both locations.
In addition, the gravel access road and a minor gravel road near the
southern claim boundary were prospected and grab samples collected from rock
exposures. A small flat, sterile outcrop of medium-grained gabbro containing
1-2% disseminated magnetite (sample 5972) was located along the east-side of the
main gravel road. An oxidized rubble-outcrop of mafic volcanic rock (sample
5973) was located along the N-side of the gravel road situated near the southern
boundary of the property. At this location, a thin quarz-feldspar porphyry
intrusion trends azimuth 095. The porphyry contains 1-2mm euhedral quartz
(after tridymite) and feldspar phenocrysts and displays sericite alteration
developed along the foliation planes. Approximate sample locations and
descriptions are summarized in below.
Samples collected on July 17, 1999 on Ferrier Creek Property:
SAMPLE UTM UNIT UNIT COMMENTS
NO. EASTING NORTHING NAME
5970 480 140E 5323 522N Oxide cherty banded iron formation (IF) S-folded an N-dipping IF.
- ---------------------------------------------------------------------------------------------------------
5971 480 160E 5323 560N Oxide cherty banded iron formation (IF) Oxide (Mt) cherty If with
- ---------------------------------------------------------------------------------------------------------
5972 479 800E 5323 300N Gabbro. . Small flat outcrop along
east side gravel road.
- ---------------------------------------------------------------------------------------------------------
5973 480 150E 5322 700N Mafic volcanic flow North Side of access road;
magnetic mafic flow
- ---------------------------------------------------------------------------------------------------------
5974 480 150E 5322 700N Quartz-feldspar porphyry North side access road;
thin grey, quartz feldspar
- ---------------------------------------------------------------------------------------------------------
-16-
ANALYSIS
- --------
Four of the five grab samples collected during the property visit were
submitted for analyses for 24 elements including Copper, Zinc and Nickel. These
included sample numbers 5970, 5971, 5973 and 5974. A sterile sample of
medium-grained gabbro that was collected as grab sample 5972, was not included
for analysis.
All samples were analyzed by XRAL Laboratories, a Division of SGS Canada
Inc., 1885 Leslie Street, Don Mills, Ontario M3B 3J4. Each sample underwent a
sample preparation consisting of drying and crushing to a -2mm (-10 mesh) size.
The samples were subsequently riffled and split to produce a 250gm sub-sample,
which was pulverized to a -200 mesh pulp employing a chrome steel puck and ring
mill.
All samples were analyzed for 24 elements employing an Inductively Coupled
Plasma (ICP-90) technique after a Sodium Peroxide Fusion digestion.
Samples 5970 and 5971 returned geochemically anomalous copper (Cu) values
of 437 and 976 ppm Cu and high iron (Fe) values of 14.6 and 9.34% respectively.
A check of sample 5970 returned 501 ppm Cu and 16.4% Fe. Both samples (5970 &
5971) were oxide-facies, cherty banded iron formation. The absolute Fe values
are considered normal but low for an iron formation and reflect the cherty
nature. Sample 5970 contained 1-3% pyrite along fractures with trace
chalcopyrite and visible malachite with sample 5971 contained 2-3% pyrite along
the foliation/bedding plane and also contained malachite stains and trace
chalcopyrite. The anomalous Cu results of both samples are attributed to the
visible Cu mineralization noted in the samples. No other significant anomalous
values were identified.
All samples were personally collected by the William Waychison and stored
in new 5 mil thick polyethylene bags. Samples remained in the possession of
Waychison and were personally delivered to XRAL Laboratories in Don Mills,
Ontario on July 21, 1999. A representative piece of each of the four samples
submitted for analyses was retained by Waychison for future reference.
XRAL Laboratories is a member of the SGS Society Generale de Surveillance
Group, the world's largest inspection and testing organization with head office
based in Geneva, Switzerland. SGS operates in 140 countries with a network of
335 subsidiaries, 341 laboratories, more than 1,220 offices and over 36,000
employees.
CONCLUSIONS
- -----------
The Ferrier Creek Property comprises one (1) stake claim of 16 units
covering 986 acres, more or less, situated in English Township, Ontario,
approximately 31 miles south of the mining community of Timmins. The property
is registered in the name of Quincy Resources Inc.
The property is situated east of the Kenogamissi Batholith, and contains
several AEM anomalies that are clustered as small groups strung out along a
North South trend. The anomalies are attributed to a regional oxide and
sulfide-facies, cherty iron formation associated with felsic pyroclastics and
fragmentals within the central portion of the Bartlett assemblage. The cherty
IF on the Ferrier Creek property has copper mineralization observed on surface
-17-
and has returned a best base-metal drill intercept of 0.295% Zinc, 0.02% Copper
over 3.3 feet.
Both Eeas-West and North-South flight lines may identify different and
additional AEM anomalies. This suggests the lithologies are locally folded and
that a single survey direction within the folded areas would not provide proper
EM coupling and location of the anomalies.
Only a very small section of the AEM anomalies has been tested within the
environs of the Ferrier Creek Property. This area occurs south of a small
kettle lake in the center of the claim 1212816 and contains within a 50m radius
a cluster of eight (8) of the ten (10) holes drilled on the property by former
exploration companies. A ninth hole occurs only 320 feet away. In addition,
the holes are very short and generally did not test beyond the oxide and lesser
sulfide-facies following a ground follow-up, and which remains untested, is
located within 640feet north of the North West-quarter of the Ferrier property.
Recent age dates for a felsic member of the Bartlett Assemblage in North
Eeast English Township has revealed a date older (2727 1.5Ma) than that recorded
for the Kidd Creek massive sulfide deposit (2710-14 Ma) and similar to felsic
metavolcanic rocks (2730-2724 Ma) occupying the footwall of regionally extensive
iron formations located west of the Kenogamissi Batholith. The latter IF hosts
the Shunsby Occurrence (873,00 tonnes grading 5% Zinc, 1.2% Copper) and several
other showings of base-metal mineralization.
Also, the Bartlett assemblage has been correlated with the Eldorado
assemblage, which hosts at least five komatiite-associated, nickel-copper
sulfide deposits and several showings along the southern side of the Shaw Dome
centered in Shaw Township to the north. The Ni-komatiitic associated deposits
have a postulated magmatic-volcanogenic-exhalative type of origin. They also
generally contain felsic fragmentals and sulfide chery iron formation within
their footwall. Ni-komatiitic mineralization also occurs at the Texmount
deposit associated with the upper iron formation of the Bartlett assemblage.
This deposit occurs about 11km East North East of the Quincy property. Although
no komatiitic-associated, Ni-mineralization has been recorded to spatially occur
near the lower iron formation of the Bartlett assemblage, ultramafic intrusions
have been intersected metres to the east of the iron formation in a drill hole
on the Ferrier Creek Property. This same hole also described a sediment
anomalies which occur within two small lakes near the southeast corner of Quincy
claim 1212816, suggest that komatiitic-associated, Ni-mineralization may occur
within the area. The source of the anomalies may be associated with untested
AEM anomalies near the south boundary of the property.
RECOMMENDATIONS
The available data for Quincy Resources Inc.'s Ferrier Creek Property in
English Township has been reviewed, analyzed and evaluated. No mineral deposits
are known to exist on the property, however, most of the AEM anomalies on or
near the Quincy property have not been tested. It is also shown that these
anomalies are, at least in part, associated with cherty iron formation which
both contains base-metal mineralization and is of the same age as a major period
of hydrothermal iron formation generation with locally associated
(Zinc-Copper-Silver) base-metals of economic significance. In addition,
Ni-Sulfide, komatiitic-associated mineralization having a near similar
geological setting as that reported for Quincy's property occurs within the
region and unexplained Cobalt & Nickel in lake sediment anomalies located near
-18-
the South East corner of Quincy claim 1212816 may possibly be due to similar
mineralization occurring on Quincy's property.
Based upon Waychison independent review, analysis and evaluation of the
data available at the time of preparation of his report and as presented in his
report, it is the writer's qualified judgement that the character of the
property is of sufficient merit to make the following exploration program a
worthwhile undertaking to further advance the mineral potential of the property.
The recommended program is in two phases and would cost an estimated $34,500.00
for Phase 1 and $82,750.00 for Phase 2. Both phases would be directed at
evaluating both the base-metal (Zinc-Copper-Silver) potential of sulfide
sections of the cherty iron formation, as well as Ni-sulfide mineralization
which may be associated with komatiitic units in proximity to the iron
formation.
Phase 1 would secure AEM targets on adjacent land and employ an integrated
geophysical program of magetics and transient electromagnetic (TEM) surveys. It
is recommended that to better delineate the folded iron formation, a total field
magnetometer survey be conducted over a grid of 0.63 mile-length, East-West
lines at 320 feet intervals and along seven 1.9 miles-length North-South lines
spaced at 320 feet intervals between 320 feet west and 1/2mile east of the
North-South base line.
It is also recommended to conduct a TEM survey. The TEM survey would cover
the grid with three 0.63 miles square loops with internal survey lines at 330
feet intervals. The TEM survey is both less sensitive than other EM systems to
EM coupling problems due to poor conductor orientation, and is better capable of
defining and discriminating between potential base-metal (Zinc-Copper-Silver)
volcanogenic massive sulfide sections (ie. Medium channel decays) of the iron
formation and potential Ni-sulfide minerlization (ie. Late channel decays)
associated with serpentized komatiitic units near the iron formation. Phase 1
would also include a thorough evaluation of the geophysical results and
definition of any positive targets which should be recommended for follow-up
with drilling to advance the mineral potential of the property.
Phase 2 is conditional upon the definition of positive drill targets during
Phase 1 and would comprise a 0.9 miles NQ-sized diamond drill program. NQ-sized
holes are recommended (in preference to the slightly less expensive BQ-sized
holes) both for their larger sample size and the greater stability for hole
orientation. The latter point is important given the known local folding, which
may increase hole deviation. Sulfidic sections of core should be split with
half submitted for analysis for Zinc, Copper, Nickel and Cobalt.
COST ESTIMATES
- ---------------
The approximate costs to implement the recommendations presented for Phase
1 is $34,500.00 and for Phase 2 $82,750.00. The details of each phase and the
associated costs are itemized below. Unit costs are current rates for Timmins
based companies and individuals, and are expressed in American dollars.
-19-
PHASE 1
Claim Staking: 20 units (as 2 blocks 4x2 and 4x3) @ $69/unit $1,380
Line cutting: 36.3 miles @ $331/mile $ 12,020
Magnetometer Survey: 33 miles @ $110/mile $ 3,630
Transient EM (TEM) Survey: 14 days @ $907/mile $ 12,700
Geophysical Interpretation: 4 days @ $450/day $ 1,800
--------
Sub Total $ 31,530
Contingency 11.9% $ 2,970
-------
Total $ 34,500
=========
PHASE 2
Drilling: 5000 feet @ $11/foot $ 55,000
Ancillary costs (20%) $ 10,700
Supervision & Logging: 30 days @ $270/day $ 8,100
Report Preparation: 10 days @ $270/day $ 2,700
--------
Sub-Total $ 76,500
Contingency 9.5% $ 6,250
--------
Total $ 82,750
=========
The Company does not have the funds to either start or finish Mr.
Waychison's recommendations. To have the funds available the Company will
either accept advances from its directors or officers, obtain institutional
funding or issue some of its capital stock. At present the Company has made no
arrangements to do any of these three methods of fund raising.
COMPANY'S MAIN PRODUCT
The Company's main product is the sale of commercial and precious minerals that
can be extracted once the mineral property has been explored. Since the
property has yet to be explored by the Company there is no guarantee any ore
body will ever be found.
COMPANY'S EXPLORATION FACILITIES
The Company has no plans to construct a mill or smelter on the QUINCY claim
until an ore body of reasonable worth is found (which may be never).
While in the exploration phase, the crew of the Company will be living in the
town of Timmins due to its close proximity to QUINCY claim and to avoid building
any permanent facilities.
RECENT EXPLORATION WORK BY THE COMPANY ON THE TIMMINS MINERAL CLAIM
In May 1999, the Quincy claim block was laid out and staked to encompass
prospective ground in the center of English Township. The objective, for the
prospecting program, is to re-locate old showings, old workings or geological
structures of merit to determine whether further mineral exploration is
warranted.
Waychison explored a large section of the claim noting various outcrops and
anomalies. The actual cost of prospecting the claim was $1,900 which will be
applied to maintain the claim in good standing until May 31, 2001. On June 1,
2001, the Company restaked the mineral claims in order to maintain them in good
standing until May 31, 2002.
-20-
RISK INHERENT IN MINERAL PROPERTIES
The Company and its shareholders are aware of the following risks:
1. NO KNOWN ORE BODY
The QUINCY claim does not contain a known body of commercial ore and, therefore,
any program conducted on these properties would be an exploratory search for
ore. An ore body may never be found on the property.
2. EXPENDITURES MAY NEVER FIND AN ORE BODY
There is no certainty any expenditures made in the exploration of the Quincy
claim will result in discoveries of commercial quantities of ore. Most
exploration projects do not result in the discovery of commercially mineable
deposits of ore.
3. FUNDS FOR EXPLORATION MIGHT NOT BE AVAILABLE
Resource exploration is a speculative business in that a company might not be
able to raise any funding subsequent to the initial capital.
4. INSIGNIFICANT MINERAL DEPOSIT
The Company might discover a mineral deposit which might not be the size and
grade to ensure profitability when mined. It requires a certain number of tones
and grade of the ore to ensure profitable operations and if these two factors
are not present the Company will not be able to proceed.
5. MARKETING FACTORS BEYOND THE CONTROL OF THE COMPANY
The marketability of any minerals acquired or discovered may be affected by
factors beyond the control of the Company. For example, fluctuations of the
price of commercial minerals, the nearest to the claim of milling facilities,
governmental regulations, cost of labor and equipment, taxes and quotas on
production and selling, etc. Any of these factors will have an impact on the
Company's operations and its profitability.
6. COMPETITION WITHIN THE MINING INDUSTRY
Competition within the mining industry is very competitive. The Company will
have to compete with other companies who are better known and have more
available funds. The Company might find it difficult to obtain financing or
stake properties of merit.
7. MINING INVOLVES A HIGH DEGREE OF RISK.
Mining operations generally involve a high degree of risk. Hazards such as
unusual or unexpected formations and other conditions are involved. The Company
may become subject to liability for pollution, cave-ins or hazards against which
it cannot insure or which it may not elect to insure. The payment of such
liabilities may have a material, adverse effect on the Company's financial
position.
-21-
8. ENVIRONMENTAL CONCERNS
Prior to commencing mining operations on any of its properties, the Company must
meet certain environmental requirements. Compliance with these requirements may
prove to be difficult and expensive. The Company might be liable for pollution
if it does not adhere to the requirements. Environment concerns relate to the
use and supply of water, the animal life in the area, fish living in the
streams, the need to cut timber and removal of overburden; being the soil above
the hard rock. No building or fixtures of any form can be erected without the
prior approval of the district inspector for Ontario. The cost and effect of
adhering to the environment requires are unknown to the Company at this time and
cannot be reasonably estimated.
9. TITLE TO THE CLAIM.
While the Company has obtained the usual industry standard title reports with
respect to the Quincy claim, this should not be construed as a guarantee of
title. This property may be subject to prior unregistered agreements or
transfers or native land claims and title may be affected by undetected defects.
Certain of the claims may be under dispute and resolving of a dispute may result
in the loss of all of such property or a reduction in the Company's interest
therein.
10. CONFLICT OF INTEREST
Some of the Directors of the Company are also directors and officers of other
companies and conflicts of interest may arise between their duties as directors
of the Company and as directors, officers of other companies. Even with full
disclosure by all the directors and officers, the Company cannot insure that it
will receive fair and equitable treatment in every transaction.
11. QUALIFICATION ON GOING CONCERN BY THE AUDITORS
The Company's auditors, in the audited financial statements attached to this
Form 10-SB, has qualified their audit opinion on whether the Company will be
able to raise sufficient funds to complete its objectives and, if not, indicates
that the Company might not be able to continue as a going concern. Without
adequate future financing the Company might cease to operate.
12. NO SURVEY HAS BEEN PERFORMED
The QUINCY claim has never been surveyed and, accordingly, the precise location
of the boundaries of the property and ownership of mineral rights on specific
tracts of land comprising the property may be in doubt.
13. CONCENTRATION OF OWNERSHIP BY MANAGEMENT.
The management of the Company, either directly or indirectly, owns 4,000,000
shares. It might be difficult for any one shareholder to solicit sufficient
votes to replace the existing management. Therefore, any given shareholder may
never have a voice in the direction of the Company.
14. MINING EXPERIENCE BY MANAGEMENT
Other than Adam Smith, none of the other directors of the Company has had any
mining experience.
-22-
L. OTHER MINERAL PROPERTIES
The Company has not found any other mineral properties either for staking
or purchasing but will seek other mineral properties during the next year so to
diversify its holding since, the Company does not presently have the financial
capacity to do so. Any staking and/or purchasing of mineral properties may
involve the issuance of substantial blocks of the Company's shares. The Company
has no intentions of purchasing for cash or other considerations any mineral
properties from its officers and/or directors.
EMPLOYEES
As at July 31, 2001, the Company did not have any employees either part
time or full time. Initially the Company does not wish to bear the burden of
carrying full time employees especially during periods when it is difficult to
work on the property due to weather conditions.
The executive officers identified the Quincy claim, incorporating the
Company, obtaining the assistance of professionals as needed, identifying
potential investors to contribute the initial "seed capital", coordinating
various filing requirements and other matters normally performed by the
executive officers without any compensation. The Company has given recognition
in the financial statements for the period ended April 30, 2001 to this
contribution by expensing $12,000 for services of the President and crediting
capital contribution for a like amount.
The Company is not a party to any employment contracts or collective
bargaining agreements. The Ontario area has a relatively large pool of people
experienced in exploration of mineral properties; being mainly geologists and
mining consultants. In addition, there is no lack of people who have experience
in working on mineral properties either as laborers or prospectors. Initially
the Company will use independent workers and consultants on a part time basis.
COMPETITION
In Canada there are numerous mining and exploration companies, both big and
small. All of these mining companies are seeking properties of merit and
availability of funds. The Company will have to compete against such companies
to acquire the funds to develop its mineral claim. The availability of funds
for exploration is sometimes limited and the Company might find it difficult to
compete with larger and more well-known companies for capital. Even though the
Company has the rights to the mineral on its claim there is no guarantee it will
be able to raise sufficient funds in the future to maintain its mineral claim in
good standing. Therefore, if the situation occurs that it does not have
sufficient funds for exploration the claim might lapse and be staked by other
mining interests. The Company might be forced to seek a joint venture partner
to assist in the development of its mineral claim. In this case, there is the
possibility that the Company might not be able to pay its proportionate share of
the exploration costs and might be diluted to an insignificant carried interest.
Even when a commercial viable ore body is discovered, there is no guarantee
competition in refining the ore will not exist. Other companies may have long
term contracts with refining companies thereby inhibiting the Company's ability
to process its ore and eventually market it. At this point in time the Company
does not have any contractual agreements to refine any potential ore it might
discover on its mineral claim.
The exploration business is highly competitive and highly fragmented,
dominated by both large and small mining companies. Success will largely be
dependent on the Company's ability to attract talent from the mining field.
There is no assurance that the Company's mineral expansion plans will be
realized.
-23-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION
The discussion contained in this Item 2 is "forward looking" in that actual
work performed on the Company's mineral property may differ from the recommended
work program as set forth in the geological report dated October 28, 1999 by
William Waychison, P. Geo. Factors that could cause the work program to differ
are described throughout this Form.
PLAN OF OPERATION
To date the Company has concentrated on the QUINCY claim. In the future,
the Company will seek to investigate other mining properties to determine which
ones are of merit and are of interest to the Company. Subject to the
availability of financing, the Company will seek to increase its inventory of
mineral properties and, if acceptable to management, enter into joint venture
agreements to develop various other mineral properties of merit. (See Part 1,
Item 1 - "Description of the Business"). The Company will seek to generate such
funds through the sale of securities and/or institutional financing. If an
underwriter can be found, a public offering of common stock will be considered;
alternatively the Company will seek to raise funds through a private offering of
securities to an institutional buyer or through a registered broker dealer.
The Company does not presently have any financing arranged for nor has any
underwriter yet expressed interest in such an offering, and there can be no
assurance that an underwriter can be found on terms acceptable to the Company.
In the absence of such financing, the Company may be unable to put its plans
into effect.
LIQUIDITY AND CAPITAL RESOURCES
As at April 30, 2001, the Company had Nil of assets, and $7,670 of
liabilities of which $156 is due to the President of the Company. The cash
equivalent as at April 30, 2001 was $Nil.
The Company has no contractual obligations for either lease premises,
employment agreements or work commitments on the QUINCY claim and has made no
commitments to acquire any asset of any nature.
Operational and administrative expenses of the Company for 2001 are
projected to be approximately $6,050 which will comprise audit ($1,500), filing
fees with regulatory authorities -Edgar ($1,800), transfer agent's fees ($2,000)
and miscellaneous ($750). The QUINCY claim is in good standing until May 31,
2001 and, if warranted, the Company need not spend any money on its claim until
that date. As mentioned elsewhere in this Form, the Quincy claim was allowed
to expire and subsequently restaked on June 1, 2001 by the Company. The current
cash position is not sufficient to pay the above noted expenses but, if
required, the officers and directors can advance additional funds to the
Company.
Since May 5, 1999, the date of inception, the Company has incurred the
following expenses:
Audit and accounting (i) $ 7,050
Bank Charges (ii) 178
Consulting (iii) 1,000
Filing fees (iv) 1,424
Geology report (v) 1,950
Incorporation costs written-off (vi) 670
Management fee (vii) 12,000
Office and miscellaneous (viii) 794
Rent (ix) 7,200
-24-
Staking costs (x) 1,105
Telephone (xi) 2,400
Transfer agent's fees (xii) 3,836
Travel expenses (xiii) 2,313
-----
Total expenses for the period $ 41,920
========
(i) Audit and accounting - $7,050
The Company had its financial statements audited as at April 30, 2000 and 2001,
as attached to this Form 10-SB. In addition, the Company prepared quarterly
reports for the periods ended July 31, October 31, 2000 and January 31, 2001.
The accounting and preparation of a working paper files for submission to the
auditors were prepared by the Company's Accountant.
(ii) Bank changes - $178
Monthly service charges for operating the account as charged by the Bank of
Montreal.
(iii) Consulting- $1,000
The Company incurred various costs associated with the preparation of corporate
minutes, filings with Internal Revenue Services, and other required corporate
documents.
(iv) Filing fees - $1,424
Filing fees were incurred in filing the Form 10-SB and various Form 10Q-SB with
the SEC using the Edgar program. The Company has used providers of Edgar to
undertake its actual filings.
(v) Geology report - $1,950
The Company engaged the services of William Waychison, P. Geo., to write a
report to the Company detailing the mineralization on the Quincy claim and
recommending a future work program. This report was completed on October 28,
1999 and has been summarized in this Form under the heading of "Exploration of
QUINCY Claim."
(vi) Incorporation costs written-off - $670
The Company has treated the cost of incorporation as a period cost and has
written it off as an expense in the current period rather than capitalize it and
amortization it over a period of time.
(vii) Management fee - $12,000
The Company has not paid any fees to its directors or officers during the
current period. Nevertheless, the Company realizes that there is a cost
involved in the directors and officers devoting time and effort to the affairs
of the Company. Therefore, a management fee of $12,000has been expensed and
credited to capital contribution during the current period.
(viii) Office and miscellaneous - $793
Office and miscellaneous expense represents the printing of cheques for use by
the Company, photocopying and fax charges.
-25-
(ix) Rent - $7,200
The Company uses the personal residents of the Secretary Treasurer of the
Company as an office. No charge has been incurred by the Company.
Nevertheless, the Company recognizes that there is a cost to using an office and
therefore has expensed $7,200 and credited to capital contribution a similar
amount.
(x) Staking costs - $1,105
The Company engaged the services of Frank Renaudat to stake the QUINCY claim in
the Timins area of Ontario.
(xi) Telephone - $2,400
The Company has not incurred any telephone charges to date. Nevertheless, the
Company recognizes the fact that there is a telephone cost to operating a
business and therefore has expensed $1,200 with an offsetting credit to capital
contribution. This expense was determined on the fair market value of
operating a telephone line and for an eleven month period.
(xii) Transfer agent's fees - $3,836,
Transfer agent's fees comprise $2,400 as the annual fee paid to maintain an
account with the transfer agent and $1,436 for preparation and issuance of share
certificates. The Company has treated for accounting purposes the annual fee
of $1,200 for the year 2001 as a period cost and has written it off in the
current period rather than amortizing it over the entire year.
(xiii) Travel Expenses-$2,313
The Company has increased costs in having its management and consultants arrange
for the staking of the Quincy claim and other related travel expenditures.
Management estimates that the current funds on hand will not be sufficient
to allow the Company to undertake an exploration activities on the Quincy claim.
The funds required over the next several months will be for filing fees,
accounting and general office expenses. Nevertheless, the Company will have to
raise additional fund to remain as a going concern.
The only three methods available to the Company to obtain further funding
are as follows:
a) Advances from its directors and officers sufficient to enable the Company
to undertake some, but not all, of the recommendations set forth by Mr.
Waychison. No commitment on the part of the directors or officers has been made
to date;
b) Obtain institutional financing based on the personal guarantees of the
Company's officers and directors. The directors and officers have not
considered this method at the present time; and
c) Insurance of the common stock of the Company either to existing
shareholders or to the general public. No plans at the present time has made to
obtain funding from this source.
Management does not believe the Company's operations have been materially
affected by inflation.
-26-
ITEM 3. DESCRIPTION OF PROPERTY
The Quincy claim consists of one 16 unit metric claim (986 acres) situated
within the English Township mining camp, 28 miles due south of Timmins, Ontario.
The property is 100% owned by the Company.
The Quincy claim is situated in a generally flat terrain. The property
ranges from an elevation of 15 to 30 feet. The entire property, being situated
on the Canadian Shied, is considered northern territory, characterized by long
cold winters and short warm to hot summers. There are creeks that flow through
the property and gravel roads which allow an easier access to the property.
OFFICES
The Company's executive offices are located in 1327 Arbutus Street,
Vancouver, British Columbia, Canada. The office is located in the personal
residence of the President of the Company. There is no charge to the Company
for office but an imputed charge of $3,600 has been expensed during the current
period with an offsetting entry to capital contribution. The Company realizes it
will require an office once it has started exploration work on the Quincy claim,
but has yet to choose the office's location.
INCORPORATION IN THE STATE OF NEVADA
The Company incorporated in the State of Nevada rather than British
Columbia because of tax reasons. For example, both the Federal and Provincial
Governments impose tax on any profits made. This corporate tax could range as
high as 51% of net income. In addition the Province of British Columbia has an
annual capital tax based on the number of shares outstanding. By having a
Nevada-based company, the Company, if its ex-provincially incorporates in
British Columbia, will only be subject to a 15% withholding tax as set forth in
the Canada/US Tax Treaty.
OTHER PROPERTY
The Company does not own any other property other than the rights to the
minerals located on the Quincy claim.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERSHIP AND MANAGEMENT
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information with respect to the
beneficial ownership of each person who is known to the Company to be the
beneficial owner of more than 5% of the Company's Common Stock as of July 31,
2001.
-27-
(1) (2) (3) (4)
Title Name and Address Amount and Nature Percent
of of Beneficial of Beneficial of
Class Owner Ownership(1),(2) (3) Class(2)
- -------------- --------------------------------- -------------------- --------
ADAM SMITH
1327 Laburnum Street
Vancouver, British Columbia
Common Shares. Canada, V6J 2W4 1,000,000 9.97%
GORDON KRUSHNISKY
1088 Ferguson Road
Delta, British Columbia
Common Shares. Canada, V4L 1X1 3,000,000 29.92%
KEN RANDOMSKY
840 - 15355 - 24th Avenue
White Rock, British Columbia
Common Shares. Canada, V4A 2H9 550,000 5.49%
Michael Dacunaha
PO 93079 Willowbrooke
Langley, British Columbia
Common Shares. Canada, V3A 9H2 545,000 5.44%
MARION SEPT
19188 - 84th Avenue
Surrey, British Columbia
Common Shares. Canada, V4N 3G5 540,000 5.38%
ANITA WOLFE
4364 Woodcrest Road
West Vancouver, British Columbia
Common Shares. Canada, V75 2W1 535,000 5.33%
KLAUS VAN EYK
68-5850, 177B Street
Surrey, British Columbia
Common Shares. Canada, V3S 4J6 530,000 5.28%
CHARLENE ABRAHAMS
9248 203rd
Surrey, British Columbia
Common Shares. Canada, V1M 2M9 525,000 5.23%
(1) As of July 31, 2001 there were 10,026,500 common shares outstanding.
Unless otherwise noted, the security ownership disclosed in this table is of
record and beneficial.
(2) Under Rule 13-d under the Exchange Act, shares not outstanding but
subject to options, warrants, rights, conversion privileges pursuant to which
such shares may be acquired in the next 60 days are deemed to be outstanding for
the purpose of computing the percentage of outstanding shares owned by the
persons having such rights, but are not deemed outstanding for the purpose of
computing the percentage for such other persons.
-28-
(3) These shares are restricted since they were issued in compliance with
the exemption from registration provided by Section 4(2) of the Securities Act
of 1933, as amended and / or Regulation "S". There are "stock transfer"
instructions placed against these certificates and a legend has been imprinted
on the stock certificates themselves.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of each officer and director, and of all directors and
executive officers as a group as of July 31, 2001.
(1) (2) (3) (4)
Title Name and Address Amount and Nature Percent
of of Beneficial of Beneficial of
Class Owner Ownership(1),(2) Class(2)
- ------- ---------------------------- ------------------ --------
Adam Smith
1327 Laburnum Street
Common. Vancouver, British Columbia
Shares. Canada, V6J 2W4 1,000,000 9.97%
Gordon Krushnisky
1088 Ferguson Road
Common. Delta, British Columbia
Shares. Canada, V4L 1X1 3,000,000 29.92%
Common. Directors and Officers as a
Shares. Group 4,000,000 39.89%
(1) As of July 31, 2001 there were 10,026,500 common shares outstanding.
Unless otherwise noted, the security ownership disclosed in this table is of
record and beneficial.
(2) Under Rule 13-d under the Exchange Act, shares not outstanding but
subject to options, warrants, rights, conversion privileges pursuant to
which such shares may be acquired in the next 60 days are deemed to be
outstanding for the purpose of computing the percentage of outstanding shares
owned by the persons having such rights, but are not deemed outstanding for the
purpose of computing the percentage for such other persons. None of the
directors or officers have any options, warrants, rights or conversion
privileges outstanding.
(3) Adam Smith is President and a Director and Gordon Krushnisky is
Secretary Treasurer and Director of the Company. Their stock is restricted
since it was issued in compliance with the exemption from registration provided
by Section 4 (2) of the Securities Act of 1933, as amended.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
DIRECTORS AND EXECUTIVE OFFICERS
The Company's directors and executive officers, as of May 31, 2001, are
listed in the table below. Directors are elected at the Company's annual
meeting of stockholders. They hold office until their successors are elected
and qualified. The Company's officers, responsible to the Board of Directors,
are appointed annually by the Board.
-29-
Term as
Director
Name Position Held Expires
- ---------------------- ----------------------- --------
Adam Smith. . . . President and Director 2001
Secretary Treasurer and
Gordon Krushnisky Director 2001
ADAM SMITH, 40, was educated at the University of British Columbia where he
obtained a Bachelor of Arts degree in Philosophy before undertaking the Canadian
Securities Course. Mr. Smith became employed with Georgia Pacific Securities
Ltd., a local firm of stock brokers, where he administered various retail
accounts. He left the brokerage house and became an analyst for Groom Capital
Advisory Inc. until 1996 when he became a self employed financial consultant.
His public company experience comprises of Palladium Resources Inc., an Alberta
Stock Exchange listed public company, where he was the president. During this
same period of time he was a director of two Vancouver Stock Exchange public
companies; Novadex International Inc. and Pacific Falcon Resources Ltd. His
experience with OTC Bulletin Board companies comprised of being President and
Direcotr of Goldking Resources Inc. He is no longer a director or officer of
Goldking Resources Inc.
GORDON KRUSHNISKY, 35, upon graduation from high school undertook various
courses in computer system technology from Vancouver Vocational Institute.
After graduation in 1984 he became partners with his brother in International
Laser Games, a private British Columbia incorporated company. His
responsibilites included equipment upgrading and maintenance. In 1997 he became
a computer analyst for London Drug Stores Ltd. and now has been promoted to
Assistant Manager - Computer Departments.
Although Adam Smith and Gordon Krushnisky do not work full time for the
Company, they plan to devote whatever time is required once the mineral property
has an exploration program ready for its development. The President of the
Company will spend approximately 25 hours a month on administrative and planning
for the Company's future exploration program while the Secretary Treasurer will
work for on 15 hours per month to prepare corporate documents. Once development
of the QUINCY claim takes place, the President and Secretary Treasurer will find
that their hours each month will increase although they will be relying upon
mining professionals to do undertake the exploration program on behalf of the
Company.
None of the directors or officers are related to each other and are not
related to any person under consideration for nomination as a director or
appointment as an executive officer.
As noted above Raymond Miller passed away in September 2000 and no other
individual has been appointed as a director to date.
ITEM 6. EXECUTIVE COMPENSATION
None of the Company's executive officers have received compensation since
the Company's inception.
The following table sets forth compensation paid or accrued by the Company
during the period ended July 31, 2001 to the Company's President, Director and
Secretary Treasurer.
-30-
SUMMARY COMPENSATION TABLE (2000 AND 2001)
Long Term Compensation (US Dollars)
--------------------------------------
Annual Compensation Awards Payouts
- -------------------- ------ -------
(a) (b) (c) (e) (f) (g) (h) (i)
Other Restricted All other
Annual stock Options/ LTIP compen-
Name and Princi- Comp. awards SAR payouts sation
Pal position Year Salary ($) ($) (#) ($) ($)
- -------------------- ------ ------- ------- ----------- --------- -------- ----------
Adam Smith
President and. . . . 1999-
Director. . . . 2001 -0- -0- -0- -0- -0- -0-
Gordon Krushnisky
Secretary Treasurer. 1999-
and Director . . . 2001 -0- -0- -0- -0- -0- -0-
Raymond Miller . . . 1999-
Director . . . . . . 2000 -0- -0- -0- -0- -0- -0-
There has been no compensation given to any of the Directors or Officers during
1999, 2000 and 2001. There are no stock options outstanding as at July 31, 2001
and no options have been granted in 2001, but it is contemplated that the
Company may issue stock options in the future to officers, directors, advisers
and future employees.
COMPENSATION OF DIRECTORS
Members of the Board of Directors do not receive cash compensation for
their services as Directors. Directors are not presently reimbursed for
expenses incurred in attending Board meetings.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has never before filed a prospectus specified under Section
10(a) of the Securities Act of 1933 at this time. The Company raised funds from
its officers and directors relatives, friends and business associates as more
fully described below.
SHARES ISSUED TO DIRECTORS AND OFFICERS
Adam Smith, President, 1,000,000 shares at $0.001 per share for cash
consideration.
Gordon Krushnisky, Secretary Treasurer and Director, 1,000,000 shares at
$0.001 per share for cash consideration.
Raymond Miller, Director, 2,000,000 shares at a price of $0.001 per share
for cash consideration.
The above share issues are restricted since they were issued in compliance
with the exemption from registration provided by Section 4(2) of the Securities
Act of 1933, as amendedThere are "stop transfer" instructions placed against
this stock and a legend is imprinted on each stock certificate.
-31-
SHARES ISSUED TO OTHER SHAREHOLDERS
On or about July 27, 1999, the Company issued the following shares to
individuals, other than directors and officers, contained in the list noted
below for the consideration of $0.001 per share. All shares were paid for in
cash. These shares were issued in accordance with the exemption from
registration provided by Rule 504 of Regulation D of the Securities Act of 1933,
as amended and Regulation "S".\
NUMBER OF
SHAREHOLDER SHARES
- ------------------------- ---------
Anita Wolfe. . . . 535,000
Mike Thachuk . . . 455,000
Doris O'Brien. . . 500,000
Marion Sept. . . . 540,000
Mavis E. Shaw. . . 480,000
Ken Radomsky . . . 550,000
Klaus Van Eyk. . . 530,000
Ray Levesque . . . 450,000
Michael Dacunaha. 545,000
Charlene Abrahams. 525,000
Auggneethe Quashie 500,000
E. Del Thachuk . . 390,000
The director and officer of the Company have contributed and continue to
contribute time, office space, telephone, and other expenses, without
compensation or reimbursement. The Company has given recognition to this
contribution by including in expenses and crediting capital surplus the
following amounts:
Management fees $ 12,000
Rent 7,200
Telephone 2,400
------
$21.600
======
Adam Smith is a director, officer and stockholder of another company which
is seeking a quotation on the Pink Sheets in the United States. Therefore,
conflicts of interest may arise between his duty as director of the Company and
as a director and an officer of other companies. All such possible conflicts
will be disclosed and the directors concerned will govern himself in respect
thereof to the best of his ability in accordance with the obligations imposed on
him under the laws of the State of Nevada.
All officers and the director are aware of their fiduciary responsibilities
under corporate law, especially insofar as taking advantage, directly or
indirectly, of information or opportunities acquired in their capacities as
officers and director of the Company. Any transaction with officers or
directors will only be on terms consistent with industry standards and sound
business practice in accordance with the fiduciary duties of those persons to
the Company, and depending upon the magnitude of the transactions and the
absence of any disinterested board members, the transactions may be submitted to
the shareholders for their approval in the absence of any independent board
members.
The President of the Company has advanced money to the Company for general
working capital in the amount of $156.
The above noted advance is on a demand basis and bears no interest.
-32-
The two directors are prepared to advance other money to the Company for an
exploration program on the Quincy claim. Such commitment would not exceed
$50,000 since any exploration program initially would not incur this cost. If
the Company is unable to raise further money from the issuance of its capital
stock or institutional investors and the directors are unwilling to advance
further funds subsequent to the above noted advancement, then the Company will
not be able to operate as a going concern and might cease to exist.
The Company has not entered into any transactions with a related party and
does not intend to do so in the immediate future. It is the intention of the
Company to deal with third parties in all its acquisitions of properties.
REPORTS TO SECURITY HOLDERS
Prior to filing this Form 10-SB, the Company has not been required to
deliver annual reports. To the extent that the Company is required to deliver
annual reports to security holders through its status of a reporting company,
the Company shall deliver annual reports. Also, to the extent the Company is
required to deliver annual reports by the rules or regulations of any exchange
upon which the Company's shares are traded, the Company shall deliver annual
reports. If the Company is not required to deliver annual reports, the Company
will not go to the expense of producing and delivering such reports. If the
Company is required to deliver annual reports, they will contain audited
financial statements as required.
The public may read and copy any material of the Company files with the
Securities and Exchange Commission at the Commission's Public Reference Room at
450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain
information on the operation of the Public Reference Room by calling the
Commission at 1-800-SEC-0330. The Commission maintains an Internet site that
contains reports, proxy and information statements, and other information
regarding the issuers that file electronically with the Commission. The
Internet address of the Commission's site is (http://www.sec.gov).
ITEM 8. DESCRIPTION OF SECURITIES
The Company's Articles of Incorporation currently provide that the Company
is authorized to issue 200,000,000 shares of common stock, par value $0.001 per
share. As at July 31, 2001, 10,026,500 shares were outstanding.
COMMON STOCK
Each holder of record of the Company's common stock is entitled to one vote
per share in the election of the Company's directors and all other matters
submitted to the Company's stockholders for a vote. Holders of the Company's
common stock are also entitled to share ratably in all dividends when, as, and
if declared by the Company's Board of Directors from funds legally available
therefore, and to share ratably in all assets available for distribution to the
Company's stockholders upon liquidation or dissolution, subject in both cases to
any preference that may be applicable to any outstanding preferred stock.
There are no preemptive rights to subscribe to any of the Company's securities,
and no conversion rights or sinking fund provisions applicable to the common
stock.
Neither the Company's Articles of Incorporation nor its Bylaws provide for
cumulative voting. Accordingly, persons who own or control a majority of the
-33-
shares outstanding may elect all of the Board of Directors, and persons owning
less than a majority could be foreclosed from electing any.
OPTIONS OUTSTANDING
There are no outstanding options. It is the intention of the Board of
Directors to grant stock options to directors, officers and future employees at
some time in the future. At the present time no consideration has been given
to the granting of stock options.
-34-
PART 11
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE COMPANY'S
COMMON EQUITY AND OTHER STOCKHOLDER MATTERS
MARKET INFORMATION
The Company's stock is not presently traded or listed on any public market.
Upon effectiveness of the Company's registration statement under the Securities
Exchange Act of 1934, it is anticipated one or more broker dealers may make a
market in its securities over-the-counter, with quotations carried on the
National Association of Securities Dealers, Inc.'s "OTC Bulletin Board".
There is no established market price for the shares. There are no common
shares subject to outstanding options or warrants or securities convertible into
common equity of the Company. Each share certificate has the appropriate
legend affixed thereto. There are no shares being offered to the public and no
shares have been offered pursuant to an employee benefit plan or dividend
reinvestment plan.
HOLDERS
There are 38 record holder of the Company's common stock as at July 31.
2001. Three of these shareholders are current directors and officers.
DIVIDENDS
The Company has never paid cash dividends on its common stock and does not
intend to do so in the foreseeable future. The Company currently intends to
retain any earnings for the operation and expansion of its business.
TRANSFER AGENT
The Company's transfer agent is Nevada Agency & Trust Co., 50 West Liberty
Street, Suite 880, Reno, Nevada, 89501.
ITEM 2. LEGAL PROCEEDINGS
There are no legal proceedings to which the Company is a party or to which
its property is subject, nor to the best of management's knowledge are any
material legal proceedings contemplated.
ITEM 3. DISAGREEMENT WITH ACCOUNTANTS AND
FINANCIAL DISCLOSURE
From inception to date, the Company's principal accountant is Andersen
Andersen & Strong, L.C. of Salt Lake City, Utah. The firm's report for the
period from inception to April 30, 2001 did not contain any adverse opinion or
disclaimer, nor were there any disagreements between management and the
Company's accountants.
-35-
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
From inception through to July 31, 2001, the Company has issued and sold
the following unregistered shares of its common stock (the aggregated value of
all such offerings did not exceed US$1,000,000):
(i) Subscription for shares by Directors and Officers of the Company
a. Subscription for shares by current directors and officers
On June 17, 1999 the Company issued to its President, Adam Smith, 1,000,000
common shares, to its Secretary Treasurer, Gordon Khrushnisky, 1,000,000 common
shares and issued to Raymond Miller, a Director, 2,000,000 common shares at
$0.001 per share. Mr. Miller died in September 2000, Prior to his death, he
sold all of his 2,000,000 shares to Gordon Krushnisky for a $5,000 note payable
on February 4, 2002.
The shares issued to the present directors and officers are restricted
since they were issued in compliance with the exemption from registration
provided by Section 4(2) of the Securities Act of 1933, as amended. There
are "stop transfer" instructions placed against this certificate and a legend
has been imprinted on the stock certificate itself.
(ii) Subscription for 6,000,000 shares
On July 26, 1999, the Company accepted subscriptions from twelve investors
in the amount of 6,000,000 shares at a price of $0.001 per share. In all cases
the consideration was cash. These shares were issued in accordance with the
exemption from registration provided by Rule 504 and / or Regulation "S".
Subscription for 26,500 shares
On August 15, 1999, the Company accepted subscriptions from twenty-three
investors in the amount of 26,500 shares at a price of $0.10 per share. In all
cases the consideration was cash. These shares were issued in accordance with
the exemption from registration provided by Rule 504 of Regulation D of the
Securities Act of 1933, as amended, and / or Regulation "S".
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Articles of Incorporation contain provisions which, in substance,
eliminate the personal liability of the Board of Directors and officers of the
Company and its shareholders from monetary damages for breach of fiduciary
duties as directors to the extent permitted by Nevada law. By virtue of these
provisions, and under current Nevada law, a director of the Company will not be
personally liable for monetary damages for breach of fiduciary duty, except
liability for:
a. breach of his duties of loyalty to the Company or to its shareholders;
b. acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law;
c. dividends or stock repurchase or redemptions that are unlawful under
Nevada law; and
-36-
d. any transactions from which he or she receives an improper personal
benefit.
These provisions pertain only to breaches of duty by individuals solely in
the capacity as directors, and not in any other corporate capacity, such as an
officer, and limit liability only for breaches of fiduciary duties under Nevada
law and not for violations of other laws (such as Federal securities laws). As
a result of these indemnifications provisions, shareholders may be unable to
recover monetary damages against directors for actions taken by them that
constitute negligence or gross negligence or that are in violation of their
duties, although it maybe possible to obtain injunctive or other equitable
relief with respect to such actions.
The inclusion of these indemnification provisions in the Company's By-laws
may have the effect of reducing the likelihood of derivation litigation against
directors, and may discourage or deter shareholders or management from bringing
lawsuit action, if successful, might otherwise benefit the Company or its
shareholders.
The Company will be entering into separate indemnification agreements with
its directors and officers containing provisions that provide for the maximum
indemnification allowed to directors and officers under Nevada law and the
Company, among other obligations, to indemnify such directors and officers
against certain liabilities that may arise by reason of their status as
directors and officers, other than liabilities arising from willful misconduct
of a culpable nature, provided that such persons acted in good faith and in a
manner that he reasonably believed to be in or not opposed to the best interest
of the Company and, in the case of criminal proceeding, had no reasonable cause
to believe that his conduct was unlawful. In addition, the indemnification
agreement provides generally that the Company will, subject to certain
exceptions, advance the expenses incurred by director and officers as a result
of any proceedings against them as to which they may be entitled to
indemnifications. The Company believes these arrangements are necessary to
attract and retain qualified persons as directors and officers.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the Company
pursuant to the foregoing provisions or otherwise, the Company has been advised
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in such act, and is
therefore unenforceable.
-37-
PART F/S
FINANCIAL STATEMENTS
The following financial statements are filed with this Form 10-SB:
Page
----
Report of Independent Certified Public Accountants. . . . . . . . . . . . 39
Financial Statements Quincy Resources, Inc.
Balance Sheet as at April 30, 2001. . . . . . . . . . . . . . . . . 40
Statement of Operations for the Year Ended April 30, 2001 and the Period
from May 5, 1999 to April 30, 1999 and the period
Statement of Changes in Stockholders' Equity for the Period from
May 5, 1999 (Date of Inception) to April 30, 2001. . . . . . . . . 42
Statement of Cash Flows for the Year Ended April 30, 2001 and the Period
from May 5, 1999 to April 30, 1999 and the Period
of Inception) to April 30, 2001. . . . . . . . . . . . . . . . . . . 43
Notes to Financial Statements . . . . . . . . . . . . . . . . . . 44
Auditors' letter. . . . . . . . . . . . . . . . . . . . . . . . . 47
-38-
ANDERSEN ANDERSEN & STRONG, L.C. 941 East 3300 South, Suite 220
- --------------------------------- Salt Lake City, Utah, 84106
Telephone 801-486-0096
Fax 801-486-0098
Certified Public Accountants and Business Consultants
Member SEC Practice Section of the AICPA
Board of Directors
Quincy Resources, Inc.
Vancouver B. C. Canada
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have audited the accompanying balance sheet of Quincy Resources, Inc.
(exploration stage company) at April 30, 2001 and the statement of operations,
stockholders' equity, and cash flows for the year ended April 30, 2001 and the
period from May 5, 1999 (date of inception) to April 30, 2001. 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 generally accepted auditing
standards. 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 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 Quincy Resources, Inc. at April
30, 2001, and the results of operations, stockholders' equity and cash flows for
the year ended April 30, 2001 and the period May 5, 1999 to April 30, 2000 and
the period from May 5, 1999 (date of inception) to April 30, 2001, in conformity
with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company is in the exploration
stage and will need additional working capital for its planned activity, which
raises substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are described in Note 5. These
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
Salt Lake City, Utah /s/ "Andersen Andersen & Strong"
June 15, 2001
-39-
QUINCY RESOURCES, INC.
(EXPLORATION STAGE COMPANY)
BALANCE SHEET
APRIL 30, 2001
ASSETS
CURRENT ASSETS
Cash. . . . . . . . . . . . . . . . . . . . . . $ -
--------------
Total Current Assets . . . . . . . . . . -
--------------
MINERAL LEASES - Note 3. . . . . . . . . . . . . . . -
--------------
$ -
==============
LIABILITES AND STOCKHOLDRS' EQUITY
CURRENT LIABILITIES
Accounts payable - related party . . . . . . $ 156
Accounts payable . . . . . . . . . . . . . . 7,514
--------------
Total Current Liabilities. . . . . . . 7,670
--------------
STOCKHOLDERS' EQUITY
Common stock
200,000,000 shares authorized, at $0.001 par
Value; 10,026,500 shares issued and outstanding 10,027
Capital in excess of par value . . . . . . . . . . . 24,223
Deficit accumulated during the exploration stage . . (41,920)
--------------
Total Stockholders' Deficiency . . . . . . . . . . . (7,760)
--------------
$ -
==============
The accompanying notes are an integral part of these financial statements.
-40-
QUINCY RESOURCES, INC.
(EXPLORATION STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED APRIL 30, 2001 AND THE PERIOD MAY 5, 1999 TO
APRIL 30, 1999 AND THE PERIOD MAY 5, 1999 (DATE OF INCEPTION) TO APRIL 30, 2001
Apr. 30 Apr. 30 May 5, 1999 to
2001 2000 April 30, 2001
--------- ---------- ----------------
REVENUE. $ - $ - $ -
EXPENSES 17,862 24,058 41,920
--------- ---------- ----------------
NET LOSS $(17,862) $ (24,058) $ (41,920)
========= ========== ================
NET LOSS PER COMMON SHARE
Basic $ - $ -
====== =========
AVERAGE OUTSTANDING SHARES
Basic 10,026,500 7,229,051
========== =========
The accompanying notes are an integral part of these financial statements.
-41-
QUINCY RESOURCES, INC.
(EXPLORATION STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD MAY 5, 1999 (DATE OF INCEPTION)
TO APRIL 30, 2001
CAPITAL IN
COMMON STOCK EXCESS OF ACCUMULATED
------------
SHARES AMOUNT PAR VALUE DEFICIT
------------ -------- -------------
BALANCE MAY 5, 1999 (date of inception) - $ - $ - $ -
Issuance of common stock for cash
at $.001 - June 17, 1999. . . . . . . 4,000,000 4,000 - -
Issuance of common stock for cash
at $.001 - July 26, 1999. . . . . . . 6,000,000 6,000 - -
Issuance of common stock for cash
at $.10 - August 15, 1999 . . . . . . 26,500 27 2,623 -
Capital contribution - expenses -
Related parties . . . . . . . . . . - 10,800 -
Net operating loss for the period
May 5, 1999 to April 30, 2000. . . . - - - (24,058)
------------ -------- ---------- -------------
BALANCE APRIL 30, 2000. . . . . . . . . 10,026,500 10,027 13,423 (24,058)
Contributions to capital - expenses
related parties. . . . . . . . . . . - - 10,800 -
Net operating loss for the year
Ended April 20, 2001 . . . . . . . . - - - (17,862)
Balance April 30, 2001. . . . . . . . . 10,026,500 $ 10,027 $ 24,223 $ (41,920)
============ ======== ========== =============
The accompanying notes are an integral part of these financial statements.
-42-
QUINCY RESOURCES, INC.
(EXPLORATION STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED APRIL 30, 2001 AND THE PERIOD MAY 5, 1999 TO
APRIL 30, 1999 AND THE PERIOD MAY 5, 1999 (DATE OF INCEPTION) TO APRIL 30, 2001
CASH FLOWS FROM APR 30 APR 30 MAY 5, 1999
OPERATING ACTIVITIES: 2001 2000 APR 30, 2001
--------------- ------------ ---------------
Net loss . . . . . . . . . . . . . . . . . . . . . . . $ (17,862) $ (24,058) $ (41,920)
Adjustments to reconcile net loss to
net cash provided by operating
activities:
Change in accounts payable . . . . . . . . . . . . 6,495 1,175 7,670
Capital contributions - expenses - related parties 10,800 10,800 21,600
--------------- ------------ ---------------
Net Decrease in Cash From Operations . . . . . . . . . (567) (12,083) (12,650)
--------------- ------------ ---------------
CASH FLOWS FROM INVESTING
ACTIVITIES: . . . . . . . . . . . . . - - -
--------------- ------------ ---------------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from issuance of common stock. . . . . . - 12,650 12,650
--------------- ------------ ---------------
Net increase in Cash . . . . . . . . . . . . . . . . . - 567 -
Cash at Beginning of Period. . . . . . . . . . . . . . 567 - -
--------------- ------------ ---------------
Cash at End of Period. . . . . . . . . . . . . . . . . $ - $ 567 $ -
=============== ============ ===============
SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Capital contributions - expenses - related parties $ 10,800 $ 10,800
======= =======
The accompanying notes are an integral part of these financial statements.
-43-
QUINCY RESOURCES, INC.
(EXPLORATION STAGE COMPANY)
NOTES TO FINANCLAL STATEMENTS
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.
Since inception the Company has completed Regulation D offerings of 10,026,500
shares of its capital stock for cash.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICILES
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 April 30, 2001, the Company had a net operating loss carry forward of
$41,920. The tax benefit of $12,576 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 2021.
Basic and Diluted Net Income (Loss) Per Share
- ----------------------------------------------------
Basic net income (loss) per share amounts are computed based on the weighted
average number of shares actually outstanding. Diluted net income (loss) per
share amounts are computed using the weighted average number of common shares
and common equivalent shares outstanding as if shares had been issued on the
exercise of the preferred share rights unless the exercise becomes antidilutive
and then only the basic per share amounts are shown in the report.
-44-
QUINCY RESOURCES, INC.
(EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
Capitalization of Mining Claim Costs
- ----------------------------------------
Costs of acquisition, exploration, carrying, and retaining unproven properties
are expensed as incurred. Cost incurred in proving and developing a property
ready for production are capitalized and amortized over the life of the mineral
deposit or over a shorter period if the property is shown to have an impairment
in value. Expenditures for mine equipment will be capitalized and depreciated
over their useful lives.
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.
Comprehensive Income
- ---------------------
The Company adopted Statement of Financial Accounting Standards No. 130. The
adoption of this standard had no impact on the total stockholder's equity.
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 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.
-45-
QUINCY RESOURCES, INC.
(EXPLORATION STAGE COMPANY)
NOTES TO FINANCLAL STATEMENTS (CONTINUED)
3. ACQUISITION OF MINERAL LEASE
The Company acquired and staked an undeveloped mineral claim containing 16 units
covering 256 hectores 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.
Assessment work in the amount of $6,400 is due on or before May 31, 2001 to
maintain the property in good standing. The renewal fee was not paid, however,
the Company plans to re-stake the properties to bring them current.
4. RELATED PARTY TRANSACTIONS
Related parties have acquired 40% of the common stock issued.
5. GOING CONCERN
The Company will need additional working capital to service its debt and to be
successful in its efforts to develop the mineral lease acquired.
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 additional
equity funding, and long term financing, which will enable the Company to
operate in the coming year.
-46-
ANDERSEN ANDERSEN & STRONG, L.C. 941 East 3300 South, Suite 220
- ---------------------------------
Certified Public Accountants and Business Consultants
Salt Lake City, Utah, 84106
Member SEC Practice Section of the AICPA Telephone
801-486-0096
Fax 801-486-0098
June 6, 2001
Board of Directors
Quincy Resources, Inc.
We have been engaged to audit the financial statements of the above Company for
the period ended April 30, 2001. We are required to be independent according
to standards ("Standards") established by the American Institute of Certified
Public Accounts and within the meaning of the Securities Acts ("Acts")
administered by the Securities and Exchange Commission.
With regards to independence, we hereby report that there are no relationships
between our firm and any of our related entities and the above Company and its
related entities that in our professional judgment may reasonably be thought to
bear on independence. We, therefore, confirm that we are independent of the
company within the meaning of the Acts and Standards.
Sincerely,
//s// "L. R. Andersen"
-47-
PART 111
ITEM 1. INDEX TO EXHIBITS
EXHIBIT
NO.
- ------
(2) Charter and By-Laws
(a) Articles of Incorporation of QUINCY RESOURCES, INC.
filed May 5, 1999 (filed herewith, page 50)
(b) Bylaws (filed herewith, page 54)
(3) Instruments Defining Rights of Securities Holders
(a) Text of stock certificates for common stock (filed herewith,
page 65)
(5) Voting Trust Agreements
None
(6) Material Contracts
(a) Not made in the ordinary course of business
(i) Transfer Agent and Registrar Agreement between Registrant and
Nevada Agency & Trust Co., dated May 6, 1999 (filed
herewith, page 66)
(10) Consent of experts and counsel
(i) Consent of Andersen Andersen & Strong, L.C., independent
certified public accountants (filed herewith, page 69)
(11) Statement re computation of per share earnings
Not applicable
(16) Letter of change in certifying accountant
Not applicable
(21) Subsidiaries of the Registrant
Not applicable
(24) Power of Attorney
Note
(27) Financial Data Schedule Worksheet (filed herewith, page 69)
(99) Addition Exhibits
None
ITEM 2. DESCRIPTIONS OF EXHIBITS
[Attached, pages 50 through 72]
-48-
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant has caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
QUINCY RESOURCES, INC
(the Company)
by /s/"Adam Smith"
----------------
Adam Smith
President and Director
Dated: August 13, 2001
-49-
ARTICLES OF INCORORATION
EXHIBIT NO. 2 (A)
OF
QUINCY RESOURCES, INC.
* * * * *
The undersigned, acting as incorporator, pursuant to the
provisions of the laws of the State of Nevada relating to private corporations,
hereby adopts the following Articles of Incorporation:
ARTICLE ONE. [NAME]. The name of the corporation is:
QUINCY RESOURCES, INC.
ARTICLE TWO. [RESIDENT AGENT]. The initial agent for
------------
service of process is Nevada Agency and Trust Company, 50 West Liberty Street,
Suite 880, City of Reno, County of Washoe, State of Nevada 89501.
ARTICLE THREE. [PURPOSES]. The
--------------
purposes for which the corporation is organized are to engage in any activity or
business not in conflict with the laws of the State of Nevada or of the United
States of America, and without limiting the generality of the foregoing,
specifically:
1. [OMNIBUS] . To have to exercise all the powers now or
hereafter conferred by the laws of the State of Nevada upon corporations
organized pursuant to the laws under which the corporation is organized and any
and all acts amendatory thereof and supplemental thereto.
11. [CARRYING ON BUSINESS OUTSIDE STATE). To conduct and carry
on its business or any branch thereof in any state or territory of the United
States or in any foreign country in conformity with the laws of such state,
territory, or foreign country, and to have and maintain in any state, territory,
or foreign country a business office, plant, store or other facility.
111. [PURPOSES TO BE CONSTRUED AS POWERS] . The purposes specified
herein shall be construed both as purposes and powers and shall be in no wise
limited or restricted by reference to, or inference from, the terms of any other
clausein this or any other article, but the purposes and powers specified in
each of the clauses herein shall be regarded as independent purposes and powers,
and the enumeration of specific purposes and powers shall not be construed to
limit or restrict in any manner the meaning of general terms or of the general
powers of the corporation; nor shall the expression of one thing be deemed
to excludeanother, although it be of like nature not expressed.
-50-
ARTICLE FOUR. [CAPITAL STOCK]. The corporation shall
-------------
have authority to issue an aggregate of TWO HUNDRED MILLION
(200,000,000) Common Capital Shares, PAR VALUE ONE MILL ($0.001)
per share for a total capitalization OF TWO HUNDRED THOUSAND
DOLLARS ($200,000).
The holders of shares of capital stock of the corporation
shall not be entitled to pre-emptive or preferential rights to subscribe to any
unissued stock or any other securities which the corporation may now or
hereafter be authorized to issue.
The corporation's capital stock may be issued and sold
from time to time for such consideration as may be fixed by the Board of
Directors, provided that the consideration so fixed is not less than par value.
The stockholders shall not possess cumulative voting
rights at all shareholders meetings called for the purpose of electing a Board
of Directors.
ARTICLE FIVE. [DIRECTORS]. The affairs of
-------------
the
corporation shall be governed by a Board of Directors of no more than eight (8)
nor less than one (1) person. The names and addresses of the first Board of
Director are:
NAME ADDRESS
---- -------
Adam Smith 1327 Laburnum Street
Vancouver, British Columbia
Canada, V6J 2W4
ARTICLE SIX. [ASSESSMENT OF STOCK]. The
-------------
capital stock of the corporation, after the amount of the subscription price or
par value has been paid in, shall not be subject to pay debts of the
corporation, and no paid up stock and no stock issued as fully paid up shall
ever be assessable or assessed.
ARTICLE SEVEN. [INCORPORATOR]. The name and
address of the incorporator of the corporation is as follows:
NAME ADDRESS
---- -------
Amanda Cardinalli 50 West Liberty Street, Suite 880
Reno, Nevada 89501
ARTICLE EIGHT. [PERIOD OF EXISTENCE]. The period of
--------------
existence of the corporation shall be perpetual.
ARTICLE NINE. [BY-LAWS]. The initial By-laws of the
-------------
corporation shall be adopted by its Board of Directors. The power to alter,
amend, or repeal the By-laws, or to adopt new By-laws, shall be vested in the
Board of Directors, except as otherwise may be specifically provided in the
By-laws.
ARTICLE TEN. [STOCKHOLDERS' MEETINGS]. Meeting
-----------
of stockholders shall be held at such place within or without the State of
-51-
Nevada as may be provided by the By-laws of the corporation. Special meetings of
the stockholders may be called by the President or any other executive officer
of the corporation, the Board of Directors, or any member thereof, or by the
record holder or holders of at least ten percent (10%) of all shares entitled to
vote at the meeting. Any action otherwise required to be taken at a meeting of
the stockholders, except election of directors, may be taken without a meeting
if a consent in writing, setting forth the action so taken, shall be signed by
stockholders having at least a majority of the voting power.
ARTICLE ELEVEN . [CONTRACTS OF CORPORATION].
---------------
No contract or other transaction between the corporation and any other
corporation, whether or not a majority of the shares of the capital stock of
such other corporation is owned by this corporation, and no act of this
corporation shall in any way be affected or invalidated by the fact that any of
the directors of this corporation are pecuniarily or otherwise interested in, or
are directors or officers of such other corporation. Any director of this
corporation, individually, or any firm of which such director may be a member,
may be a party to, or may be pecuniarily or otherwise interested in any contract
or transaction of the corporation; provided, however, that the fact that he or
such firm is so interested shall be disclosed or shall have been known to the
Board of Directors of this corporation, or a majority thereof; and any director
of this corporation who is also a director or officer of such other corporation,
or who is so interested, may be counted in determining the existence of a quorum
at any meeting of the Board of Directors of this corporation that shall
authorize such contract or transaction, and may vote thereat to authorize such
contract or transaction, with like force and effect as if he were not such
director or officer of such other corporation or not so interested.
ARTICLE.TWELVE. [LIABILITY OF DIRECTORS AND
--------------
OFFICERS]. No director or officer shall have any personal liability to the
corporation or its stockholders for damages for breach of fiduciary duty as a
director or officer, except that this Article Twelve shall not eliminate or
limit the liability of a director or officer for (i) acts or omissions which
involve intentional misconduct, fraud or a knowing violation of law, or (ii)
the payment of dividends in violation of the Nevada Revised Statutes.
IN WITNESS WHEREOF, the undersigned incorporator has hereunto
affixed her signature at Reno, Nevada this 4th day of May, 1999.
by /s/ "Amanda Cardinalli"
------------------------------
AMANDA CARDINALLI
STATE OF NEVADA }
: SS.
COUNTY OF WASHOE }
On the 4th day of May, 1999, before me, the undersigned, a
NOTARY PUBLIC in and for the State of Nevada, personally appeared AMANDA
CARDINALLI, known to me to be the person described in and who executed the
foregoing instrument, and who acknowledged to me that she executed the same
freely and voluntarily for the uses and purposes therein mentioned.
-52-
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year first above written.
by /s/ "Margaret Oliver"
----------------------------
NOTARY PUBLIC
Residing in Reno, Nevada
My Commission Expires:
October 10, 2002
- ------------------
-53-
BY LAWS
EXHIBIT NO. 2 (B)
OF
QUINCY RESOURCES, INC.
A NEVADA CORPORATION
ARTICLE I
---------
OFFICES
SECTION 1. The registered office of this corporation shall be in the
City of Reno, State of Nevada.
SECTION 2. The Corporation may also have offices at such other
places both within and without the State of Nevada as the Board of Directors may
from time to time determine or the business of the corporation may require.
ARTICLE 2
---------
MEETINGS OF STOCKHOLDERS
SECTION 1. All annual meetings of the stockholders shall be held
at the registered office of the corporation or at such other place within or
without the State of Nevada as the Directors shall determine. Special meetings
of the stockholders may be held at such time and place within or without the
State of Nevada as shall be stated in the notice of the meeting, or in a duly
executed waiver of notice thereof.
SECTION 2. Annual meetings of the stockholders shall be held on
the anniversary date of incorporation each year if not a legal holiday and, and
if a legal holiday, then on the next secular day following, or at such other
time as may be set by the Board of Directors from time to time, at which the
stockholders shall elect by vote a Board of Directors and transact such other
business as may properly be brought before the meeting.
SECTION 3. Special meetings of the stockholders, for any purpose
or purposes, unless otherwise prescribed by statute or by the Articles of
Incorporation, may be called by the President or the Secretary, by resolution of
the Board of Directors or at the request in writing of stockholders owning a
majority in amount of the entire capital stock of the corporation issued and
outstanding and entitled to vote. Such request shall state the purpose of the
proposed meeting.
SECTION 4. Notices of meetings shall be in writing and signed by
the President or Vice-President or the Secretary or an Assistant Secretary or by
such other person or persons as the Directors shall designate. Such notice shall
state the purpose or purposes for which the meeting is called and the time and
the place, which may be within or without this State, where it is to be held. A
copy of such notice shall be either delivered personally to or shall be mailed,
postage prepaid, to each stockholder of record entitled to vote at such meeting
-54-
not less than ten nor more than sixty days before such meeting. If mailed, it
shall be directed to a stockholder at his address as it appears upon the records
of the corporation and upon such mailing of any such notice, the service thereof
shall be complete and the time of the notice shall begin to run from the date
upon which such notice is deposited in the mail for transmission to such
stockholder. Personal delivery of any such notice to an officer of the
corporation or association, or to any member of a partnership shall constitute
delivery of such notice to such corporation, association or partnership. In the
event of the transfer of stock after delivery of such notice of and prior to the
holding of the meeting, it shall not be necessary to deliver or mail such notice
of the meeting to the transferee.
SECTION 5. Business transactions at any special meeting of
stockholders shall be limited to the purpose stated in the notice.
SECTION 6. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Articles of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcements
at the meeting, until a quorum shall be presented or represented. At such
adjourned meetings at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified.
SECTION 7. When a quorum is present or represented at any
meeting, the vote of the holders of 10% of the stock having voting power present
in person or represented by proxy shall be sufficient to elect Directors or to
decide any question brought before such meeting, unless the question is one upon
which by express provision of the statute or of the Articles of Incorporation, a
different vote shall govern and control the decision of such question.
SECTION 8. Each stockholder of record of the corporation shall be
entitled at each meeting of the stockholders to one vote for each share standing
in his name on the books of the corporation. Upon the demand of any stockholder,
the vote for Directors and the vote upon any question before the meeting shall
be by ballot.
SECTION 9. At any meeting of the stockholders any stockholder
may be represented and vote by a proxy or proxies appointed by an instrument in
writing. In the event that any such instrument in writing shall designate two or
more persons to act as proxies, a majority of such persons present at the
meeting, or, if only one shall be present, then that one shall have and may
exercise all the powers conferred by such written instruction upon all of the
persons so designated unless the instrument shall otherwise provide. No proxy or
power of attorney to vote shall be voted at a meeting of the stockholders unless
it shall have been filed with the Secretary of the meeting when required by the
inspectors of election. All questions regarding the qualifications of voters,
the validity of proxies and the acceptance of or rejection of votes shall be
decided by the inspectors of election who shall be appointed by the Board of
Directors, or if not so appointed, then by the presiding officer at the meeting.
SECTION 10. Any action which may be taken by the vote of the
stockholders at a meeting may be taken without a meeting if authorized by the
-55-
written consent of stockholders holding at least a majority of the voting power,
unless the provisions of the statute or the Articles of Incorporation require a
greater proportion of voting power to authorize such action in which case such
greater proportion of written consents shall be required.
ARTICLE 3
---------
DIRECTORS
SECTION 1. The business of the corporation shall be managed by
its Board of Directors which may exercise all such powers of the corporation and
do all such lawful acts and things as are not by statute or by the Articles of
Incorporation or by these Bylaws directed or required to be exercised or done by
the stockholders.
SECTION 2. The number of Directors which shall constitute the
whole board shall be riot less than one and not more than eight. The number of
Directors may from time to time be increased or decreased to not less than one
nor more than eight by action of the Board of Directors. The Directors shall be
elected at the annual meeting of the stockholders and except as provided in
section 2 of this Article, each Director elected shall hold office until his
successor is elected and qualified. Directors need not be stockholders.
SECTION 3. Vacancies in the Board of Directors including those
caused by an increase in the number of Directors, may be filed by a majority of
the remaining Directors, though less than a quorum, or by a sole remaining
Director, and each Director so elected shall hold office until his successor is
elected at the annual or a special meeting of the stockholders. The holders of a
two-thirds of the outstanding shares of stock entitled to vote may at any time
peremptorily terminate the term of office of all or any of the Directors by vote
at a meeting called for such purpose or by a written statement filed with the
Secretary or, in his absence, with any other officer. Such removal shall be
effective immediately, even if successors are not elected simultaneously and the
vacancies on the Board of Directors resulting therefrom shall only be filled
from the stockholders.
A vacancy or vacancies on the Board of Directors
shall be deemed to exist in case of death, resignation or removal of any
Director, or if the authorized number of Directors be increased, or if the
stockholders fail at any annual or special meeting of stockholders at
which any Director or Directors are elected to elect the full authorized number
of Directors to be voted for at that meeting.
The stockholders may elect a Director or Directors
at any time to fill any vacancy or vacancies not filled by the Directors. If the
Board of Directors accepts the resignation of a Director tendered to take effect
at a future time, the Board or the stockholders shall have power to elect a
successor to take office when the resignation is to become effective
No reduction of the authorized number of Directors
shall have the effect of removing any Director prior to the expiration of his
term of office.
-56-
ARTICLE 4
---------
MEETING OF THE BOARD OF DIRECTORS
SECTION 1. Regular meetings of the Board of Directors shall be
held at any place within or without the State which has been designated from
time to time by resolution of the Board or by written consent of all members of
the Board. In the absence of such designation regular meetings shall be held at
the registered office of the corporation. Special meetings of the Board may be
held either at a place so designated or at the registered office.
SECTION 2. The first meeting of each newly elected Board of
Directors shall be held immediately following the adjournment of the meeting of
stockholders and at the place thereof. No notice of such meeting shall be
necessary to the Directors in order legally to constitute the meeting, provided
a quorum be present. In the event such meeting is not so held, the meeting may
be held at such time and place as shall be specified in a notice given as
hereinafter provided for special meetings of the Board of Directors.
SECTION 3. Regular meetings of the Board of Directors may be held
without call or notice at such time and at such place as shall from time to time
be fixed and determined by the Board of Directors.
SECTION 4. Special meetings of the Board of Directors may be
called by the Chairman or the President or by the Vice-President or by any two
Directors. Written notice of the time and place of special meetings shall be
delivered personally to each Director, or sent to each Director by mail or by
other form of written communication, charges prepaid, addressed to him at his
address as it is shown upon the records or if not readily ascertainable, at the
place in which the meetings of the Directors are regularly held. In case such
notice is mailed or telegraphed, it shall be deposited in the postal service or
delivered to the telegraph company at least forty-eight (48) hours prior to the
time of the holding of the meeting. In case such notice is delivered or taxed,
it shall be so delivered or taxed at least twenty-four (24) hours prior to the
time of the holding of the meeting. Such mailing, telegraphing, delivery or
taxing as above provided shall be due, legal and personal notice of such
Director.
SECTION 5. Notice of the time and place of holding an adjourned
meeting need not be given to the absent Directors if the time and place be fixed
at the meeting adjourned.
SECTION 6. The transaction of any meeting of the Board of
Directors, however called and noticed or wherever held, shall be as valid as
though transacted at a meeting duly held after regular call and notice, if a
quorum be present, and if, either before or after such meeting, each of the
Directors not present signs a written waiver of notice, or a consent of holding
such meeting, or approvals of the minutes thereof. All such waivers, consents or
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.
SECTION 7. The majority of the authorized number of Directors
shall be necessary to constitute a quorum for the transaction of business,
except to adjourn as hereinafter provided. Every act or decision done or made by
a majority of the Directors present at a meeting duly held at which a quorum is
-57-
present shall be regarded as the act of the Board of Directors, unless a greater
number be required by law or by the Articles of Incorporation. Any action of a
majority, although not at a regularly called meeting, and the record thereof, if
assented to in writing by all of the other members of the Board shall be as
valid and effective in all respects as if passed by the Board in regular
meeting.
SECTION 8. A quorum of the Directors may adjourn any Directors
meeting to meet again at stated day and hour; provided, however, that in the
absence of a quorum, a majority of the Directors present at any Directors
meeting, either regular or special, may adjourn from time to time until the time
fixed for the next regular meeting of the Board.
ARTICLE 5
---------
COMMITTEES OF DIRECTORS
SECTION 1. The Board of Directors may, by resolution adopted by
a majority of the whole Board, designate one or more committees of the Board of
Directors, each committee to consist of two or more of the Directors of the
corporation which, to the extent provided in the resolution, shall and may
exercise the power of the Board of Directors in the management of the business
and affairs of the corporation and may have power to authorize the seal of the
corporation to be affixed to all papers which may require it. Such committee or
committees shall have such name or names as may be determined from time to time
by the Board of Directors. The members of any such committee present at any
meeting and not disqualified from voting may, whether or not they constitute a
quorum, unanimously appoint another member of the Board of Directors to act at
the meeting in the place of any absent or disqualified member. At meetings of
such committees, a majority of the members or alternate members at any meeting
at which there is a quorum shall be the act of the committee.
SECTION 2. The committee shall keep regular minutes of their
proceedings and report the same to the Board of Directors.
SECTION 3. Any action required or permitted to be taken at any
meeting of the Board of Directors or of any committee thereof may be taken
without a meeting if a written consent
thereto is signed by all members of the Board of Directors or of such committee,
as the case may be, and such written consent is filed with the minutes of
proceedings of the Board or committee.
ARTICLE 6
---------
COMPENSATION OF DIRECTORS
SECTION 1. The Directors may be paid their expenses of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
Director. No such payment shall preclude any Director from serving the
corporation in any other capacity and receiving compensation therefore. Members
of special or standing committees may be allowed like reimbursement and
compensation for attending committee meetings.
-58-
ARTICLE 7
---------
NOTICES
SECTION 1. Notices to Directors and stockholders shall be in
writing and delivered personally or mailed to the Directors or stockholders at
their addresses appearing on the books of the corporation. Notices to Directors
may also be given by fax and by telegram. Notice by mail, fax or telegram shall
be deemed to be given at the time when the same shall be mailed.
SECTION 2. Whenever all parties entitled to vote at any
meeting, whether of Directors or stockholders, consent, either by a writing on
the records of the meeting or filed with the Secretary, or by presence at such
meeting or oral consent entered on the minutes, or by taking part in the
deliberations at such meeting without objection, the doings of such meeting
shall be as valid as if had at a meeting regularly called and noticed, and at
such meeting any business may be transacted which is not excepted from the
written consent to the consideration of which no objection for want of notice is
made at the time, and if any meeting be irregular for want of notice or such
consent, provided a quorum was present at such meeting, the proceedings of said
meeting may be ratified and approved and rendered likewise valid and the
irregularity or defect therein waived by a writing signed by all parties having
the right to vote at such meeting; and such consent or approval of stockholders
may be by proxy or attorney, but all such proxies and powers of attorney must be
in writing.
SECTION 3. Whenever any notice whatever is required to be given
under the provisions of the statute, of the Articles of Incorporation or of
these Bylaws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.
ARTICLE 8
---------
OFFICERS
SECTION 1. The officers of the corporation shall be chosen by the
Board of Directors and shall be a President, a Secretary and a Treasurer. Any
person may hold two or more offices.
SECTION 2. The Board of Directors at its first meeting after each
annual meeting of stockholders shall choose a Chairman of the Board who shall be
a Director, and shall choose a President, a Secretary and a Treasurer, none of
whom need be Directors.
SECTION 3. The Board of Directors may appoint a Vice-Chairman of
the Board, Vice-Presidents and one or more Assistant Secretaries and Assistant
Treasurers and such other officers and agents as it shall deem necessary who
shall hold their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by the Board of
Directors.
SECTION 4. The salaries and compensation of all officers of the
corporation shall be fixed by the Board of Directors.
-59-
SECTION 5. The officers of the corporation shall hold office at
the pleasure of the Board of Directors. Any officer elected or appointed by the
Board of Directors may be removed any time by the Board of Directors. Any
vacancy occurring in any office of the corporation by death, resignation,
removal or otherwise shall be filled by the Board of Directors.
SECTION 6. The CHAIRMAN OF THE BOARD shall preside at meetings
---------------------
of the stockholders and the Board of Directors, and shall see that all orders
and resolutions of the Board of Directors are carried into effect.
SECTION 7. The VICE-CHAIRMAN shall, in the absence or disability
-------------
of the Chairman of the Board, perform the duties and exercise the powers of the
Chairman of the Board and shall perform other such duties as the Board of
Directors may from time to time prescribe.
SECTION 8. The PRESIDENT shall be the chief executive officer of
---------
the corporation and shall have active management of the business of the
corporation. He shall execute on behalf of the corporation all instruments
requiring such execution except to the extent the signing and execution thereof
shall be expressly designated by the Board of Directors to some other officer or
agent of the corporation.
SECTION 9. The VICE-PRESIDENTS shall act under the direction of
---------------
the President and in absence or disability of the President shall perform the
duties and exercise the powers of the President. They shall perform such other
duties and have such other powers as the President or the Board of Directors may
from time to time prescribe. The Board of Directors may designate
one or more Executive Vice-Presidents or may otherwise specify the order of
seniority of the Vice-Presidents. The duties and powers of the President shall
descend to the Vice-Presidents in such specified order of seniority.
SECTION 10. The SECRETARY shall act under the direction of the
---------
President. Subject to the direction of the President he shall attend all
meetings of the Board of Directors and all meetings of the stockholders and
record the proceedings. He shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of Directors, and will
perform other such duties as may be prescribed by the President or the Board of
Directors.
SECTION 11. The ASSISTANT SECRETARIES shall act under the
----------------------
direction of the President. In order of their seniority, unless otherwise
determined by the President or the Board of Directors, they shall, in the
absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary. They shall perform other such duties and have such
other powers as the President and the Board of Directors may from time to time
prescribe.
12. SECTION The TREASURERshall act under the direction of the
-----------
President. Section Subject to the direction of the President he shall have
custody of the corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the corporation and
shall deposit all money and other valuable effects in the name and to the credit
of the corporation in such depositories as may be designated by the Board of
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Directors. He shall disburse the funds of the corporation as may be ordered by
the President or the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
corporation.
If required by the Board of Directors, the
Treasurer shall give the corporation a bond in such sum and with such surety as
shall be satisfactory to the Board of Directors for the faithful performance of
the duties of his office and for the restoration to the corporation, in case of
his death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.
SECTION 13. The ASSISTANT TREASURERS in order of their seniority,
--------------------
unless otherwise determined by the President or the Board of Directors, shall,
in the absence or disability of the Treasurer, perform the duties and exercise
the powers of the Treasurer. They shall perform such other duties and have such
other powers as the President or the Board of Directors may from time to time
prescribe.
ARTICLE 9
---------
CERTIFICATES OF STOCK
SECTION 1. Every stockholder shall be entitled to have a
certificate signed by the President or a Vice- President and the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary of the
corporation, certifying the number of shares owned by him in the corporation. If
the corporation shall be authorized to issue more than one class of stock or
more that one series of any class, the designations, preferences and relative,
participating, optional or other special rights of the various classes of stock
or series thereof and the qualifications, limitations or restrictions of such
rights, shall be set forth in full or summarized on the face or back of the
certificate which the corporation shall issue to represent such stock.
SECTION 2. If a certificate is signed (a) by a transfer agent
other than the corporation or its employees or (b) by a registrar other than the
corporation or its employees, the signatures of the officers of the corporation
may be facsimiles. In case any officer who has signed or whose facsimile
signatures have been placed upon a certificate shall cease to be such officer
before such certificate is issued, such certificate may be issued with the same
effect as though the person had not ceased to be such officer. The seal of the
corporation, or a facsimile thereof, may, but need not be, affixed to
certificates of stock.
SECTION 3. The Board of Directors may direct a new certificate
or certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or destroyed
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the Board of Directors may, in its discretion
-61-
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or give the
corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect to the certificate alleged
to have been lost or destroyed.
SECTION 4. Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duty endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation, if it is satisfied that all
provisions of the laws and regulations applicable to the corporation regarding
transfer and ownership of shares have been compiled with, to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.
SECTION 5. The Board of Directors may fix in advance a date not
exceeding sixty (60) days nor less than ten (IO) days preceding the date of any
meeting of stockholders, or the date of the payment of any dividend, or the date
of the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or a date in connection with
obtaining the consent of stockholders for any purpose, as a record date for the
termination of the stockholders entitled to notice of and to vote at any such
meeting, and any adjournment thereof, or entitled to receive payment of any such
dividend, or to give such consent, and in the such case, such
stockholders, and only such stockholders as shall be stockholders of
record on the date so fixed, shall be entitled to notice of and to vote as such
meeting, or any adjournment thereof, or to receive such payment of dividend, or
to receive such allotment of rights, or to exercise such rights, or to give such
consent, as the case may be, notwithstanding any transfer of any stock on the
books of the corporation after such record date fixed as aforesaid.
SECTION 6. The corporation shall be entitled to recognize the
person registered on its books as the owner of the share to be the exclusive
owner for all purposes including voting and dividends, and the corporation shall
not be bound to recognize any equitable or other claims to or interest in such
shares or shares on the part of any -other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Nevada.
ARTICLE 10
----------
GENERAL PROVISIONS
SECTION 1. Dividends upon the capital stock of the corporation,
subject to the provisions of the Articles of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property or in shares of the capital
stock, subject to the provisions of the Articles of Incorporation.
SECTION 2. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the Directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends or for repairing and maintaining any property of the corporation, or
for such other purpose as the Directors shall think conducive to the interests
of the corporation, and the Directors may modify or abolish any such reserve in
the manner in which it was created.
-62-
SECTION 3. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
SECTION 4. The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.
SECTION 5. The corporation may or may not have a corporate seal,
as may be from time to time determined by resolution of the Board of Directors.
If a corporate seal is adopted, it shall have inscribed thereon the name of the
corporation and the words "Corporate Seal" and "Nevada". The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or in any manner
reproduced.
ARTICLE 11
----------
INDEMNIFICATION
Every person who was or is a party or is a threatened to be made a party to
or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or a person of
whom he is the legal representative is or was a Director or officer of the
corporation or is or was serving at the request of the corporation or for its
benefit as a Director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless to the fullest legally permissible under the
General Corporation Law of the State of Nevada from time to time against all
expenses, liability and loss (including attorney's fees, judgments, fines and
amounts paid or to be paid in settlement) reasonably incurred or suffered by him
in connection therewith. The expenses of officers and Directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
Director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation. Such right of indemnification shall be a contract right which may
be enforced in any manner desired by such person. Such right of indemnification
shall not be exclusive of any other right which such Directors, officers or
representatives may have or hereafter acquire and, without limiting the
generality of such statement, they shall be entitled to their respective rights
of indemnification under any bylaw, agreement, vote of stockholders, provision
of law or otherwise, as well as their rights under this Article.
The Board of Directors may cause the corporation to purchase and maintain
insurance on behalf of any person who is or was a Director or officer of the
corporation, or is or was serving at the request of the corporation as a
Director or officer of another corporation, or as its representative in a
partnership, joint venture. trust or other enterprise against any liability
asserted against such person and incurred in any such capacity or arising out of
such status, whether or not the corporation would have the power to indemnify
such person.
-63-
The Board of Directors may form time to time adopt further Bylaws with respect
to indemnification and amend these and such Bylaws to provide at all times the
fullest indemnification permitted by the General Corporation Law of the State of
Nevada.
ARTICLE 12
----------
AMENDMENTS
SECTION 1. The Bylaws may be amended by a majority vote of all
the stock issued and outstanding and entitled to vote at any annual or special
meeting of the stockholders, provided notice of intention to amend shall have
been contained in the notice of the meeting.
SECTION 2. The Board of Directors by a majority vote of the whole
Board at any meeting may amend these Bylaws, including Bylaws adopted by the
stockholders, but the stockholders may from time to time specify particulars of
the Bylaws which shall not be amended by the Board of Directors.
APPROVED AND ADOPTED MAY 6, 1999.
CERTIFICATE OF THE SECRETARY
----------------------------
I, Gordon Krushnisky, hereby certify that I am the Secretary of QUINCY RESOURCES
INC., and the foregoing Bylaws, consisting of 8 pages, constitute the code of
Bylaws of this company as duly adopted at a regular meeting of the Board of
Directors of the corporation held on May 6, 1999.
IN WITNESS WHEREOF, I have hereunto subscribed my name on May 6, 1999.
/s/ "Gordon Krushnisky"
- -------------------------
Gordon Krushnisky - Secretary
-64-
Exhibit 3(a)
NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT
INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA
SPECIMEN STOCK CERTIFICATES
NUMBER CUSIP NO. 171788 10 2
SHARES
QUINCY RESOURCES INC.
Authorized Common Stock: 200,000,000 Shares
Par Value: $0.001
THIS CERTIFIES THAT
IS THE RECORD HOLDER OF
-Shares of QUINCY RESOURCES INC. Common Stock -
transferable on the books of the Corporation in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This
Certificate is not valid until countersigned by the Transfer Agent and
registered by the Registrar.
Witness the facsimile seal of the Corporation and the facsimile of its duly
authorized officers.
Dated:
Secretary President
Not valid unless countersigned by transfer agent
Countersigned Registered:
NEVADA AGENCY AND TRUST COMPANY
50 WEST LIBERTY STREET, SUITE 880
RENO, NEVADA, 89501
By
Authorized Signature
-65-
EXHIBIT 6 (a) (i)
TRANSFER AGENT AND REGISITRAR AGREEMENT
---------------------------------------
THIS AGREEMENT made and entered into this 6th day of May, 1999, by and
between:
NEVADA AGENCY AND TRUST COMPANY, 50 West Liberty Street, Suite
880, Reno, Nevada 89501, hereinafter called "TRANSFER AGENT," and
QUINCY RESOURCES INC., 320-1100 Melville Street, Vancouver, B.C. V6E
4A6, a Nevada corporation, hereinafter called "COMPANY."
NOW THEREFORE, for valuable consideration and the mutual promises
herein contained, the parties hereto agree as follows, to wit:
1. [APPOINTMENT OF TRANSFER AGENT] The COMPANY hereby appoints
TRANSFER AGENT as the Transfer Agent and Registrar for the COMPANY'S Common
Stock,
commencing on this 6th day of May, 1999.
2. [COMPANY'S DUTY] The COMPANY agrees to deliver to TRANSFER AGENT
a complete up-to-date stockholder list showing the name of the individual
stockholder, current address, the number of shares and the certificate numbers,
it being specifically understood and agreed that the TRANSFER AGENT is not to be
held responsible for any omissions or error, that may leave occurred prior to
this Agreement whether on the part of the COMPANY itself or its previous
transfer agent or agents. The COMPANY hereby agrees to indemnify TRANSFER AGENT
in this regard.
3. [STOCK CERTIFICATES] The COMPANY agrees to provide an adequate
number of stock certificates to handle the COMPANY'S transfers oil a current
basis. Upon receipt of TRANSFER AGENT'S request, the COMPANY agrees to furnish
additional stock certificates as TRANSFER AGENT deems necessary considering the
volume of transfers. The stork certificates shall be supplied at COMPANY'S cost.
The TRANSFER AGENT agrees to order stock certificates from its printer upon
request of the COMPANY.
4. [TRANSFER AGENT DUTIES] TRANSFER AGENT agrees to handle the
COMPANY'S transfers, record the same, and maintain a ledger, together with a
file containing all correspondence relating to said transfers, which records
shall be kept confidential and be available to the COMPANY and its Board of
Directors, or to any person specifically authorized by the Board of Directors to
review the records which shall be made available by TRANSFER AGENT during the
regular business hours.
5. [TRANSFER AGENT REGISTRATION] TRANSFER AGENT warrants that it is
registered as a Transfer Agent with the United Stakes Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended.
6. [STOCKHOLIDER LIST] From time to time, as necessary for
Company stockholders meeting or mailings, the TRANSFER AGENT will certify and
-66-
make available to the current, active stockholders list for COMPANY purposes. it
is agreed that a reasonable charge for supplying such list will be made by
TRANSFER AGENT to the COMPANY. It is further agreed that in the event the
TRANSFER AGENT received a request or a demand from a stockholder or the attorney
of agent for a stockholder, for a list of stockholders, the TRANSFER AGENT will
serve notice of such request by certified mail to the COMPANY. The COMPANY will
have forty-eight (48) hours to respond in writing to the TRANSFER AGENT. If the
COMPANY orders the TRANSFER AGENT to withhold delivery of a list of stockholders
as requested, the TRANSFER AGENT agrees to follow the orders of the COMPANY. The
COMPANY will then follow the procedure set forth in the Uniform Commercial Code
to restrain the TRANSFER AGENT from making delivery of a stockholders list.
7. [TRANSFER FEE] TRANSFER AGENT agrees to assess and collect from
the person requesting a transfer and/or the transferor, a fee of Fifteen and
No/100 dollars ($15.OO) for each stock certificate issued, except original
issues of stock or warrant certificates, which fees shall be paid by the
COMPANY. This fee may be decreased or increased at any time by the TRANSFER
AGENT. This fee shall be the property of the TRANSFER AGENT.
8. [ANNUAL FEE] The COMPANY agates to pay the TRANSFER AGENT an
annual fee of TWELVE HUNDRED DOLLARS ($1,200.00) each year. This fee reimburses
the TRANSFER AGENT for the expense and time required to respond to the written
and oral inquiries from brokers and the investing public, as well as maintaining
the transfer books and records of the corporation. The annual fee will be due
on 1st of July of each year and is subject to annual review.
8 [TERMINATION] This Agreement may be terminated by either party given
written notice of such termination to the other party at least ninety (90) days
before the effective date. The TRANSFER AGENT shall return all of the transfer
records to the COMPANY and its duties and obligations as TRANSFER AGENT shall
cease at that time. The TRANSFER AGENT will be paid a Termination Fee of $1.00
per registered stockholder of the Company at the time the written termination
notice is served.
I0. [COMPANY STA'I'US] The COMPANY will promptly advise the TRANSFER
AGENT of any changes or amendments to the Articles of Incorporation, any
significant changes in corporate status, changes in officers, etc., and of all
changes in filing status
with the Securities and Exchange Commission, or any state entity, and to hold
the, TRANSFER AGENT harmless from its failure to do so.
II- [INDEMNIFICATION OF TRANSFER AGENT] The COMPANY agrees to
indemnify and hold harmless the TRANSFER AGENT, from any and all loss, liability
of damage, including reasonable attorneys' fees and expenses, arising out of, or
resulting from the assertion against the TRANSFER AGENT of any claims, debts or
obligations in connection with any of the TRANSFER AGENT'S duties as set forth
in the Agreement, and specifically it is understood that the
TRANSFER AGENT shall have the right to apply to independent counsel at the
COMPANY'S expense in following the COMPANY'S directions and orders.
-67-
12. [COUNTERPARTS] This Agreement may be executed in any number of
counterparts, each of which, when executed and delivered, shall be an original,
but all such counterparts shall constitute one and the same instrument.
13. [NOTICE] Any notice under this Agreement shall be deemed to have
been sufficiently given if sent by registered or certified mail, postage
prepaid, addressed as follows:
TO THE COMPANY:
Gordon Ross Krushnisky
QUINCY RESOURCES INC
320-1100 Melville Street
Vancouver, B.C. V6E 4A6
TO THE TRANSFER AGENT:
NEVADA AGENCY AND TRUST COMPANY
50 West Liberty Street, Suite 880 Reno,
Nevada 89501
14. [MERGER CLAUSE] This Agreement supersedes all prior agreements
and understandings between the parties and may not be changed or terminated
orally, and no attempted change, termination or waiver of any of the provisions
hereof shall binding unless in writing and signed by the parties hereto.
15. [GOVERNING LAW] This Agreement shall be governed by and
construed in accordance with the laws of the State of Nevada.
THIS AGREEMENT has been executed by the parties hereto as of the day and year
1st above written, by the duly authorized officer or officers of said parties,
and the same will be binding upon the assigns and successors in interest of the
parties hereto.
NEVADA AGENCY AND TRUST COMPANY
TRANSFER AGENT
BY /S/"AMANDA CARDINALLI"
---------------------------
AMANDA CARDINALLI, VICE PRESIDENT
QUINCY RESOURCES INC.
COMPANY
BY /S/ "GORDON KHRUSNISKY"
----------------------------
GORDON KHRUSHNISKY
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EXHIBIT 10
ANDERSEN ANDERSEN & STRONG, L.C.
- ------------------------------------
Certified Public Accountants and Business Consultants
MEMBER SEC PRACTICE SECTION OF THE AICPA
941 East 3300 South, Suite 202
Salt Lake City, Utah 84106
Telephone 801-486-0096
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
QUINCY RESOURCES, INC.
We hereby consent to the use of our report dated June 15, 2001, for the period
ended April 30, 2001 to be included in the form 10 in accordance with Section
12 of the Securities Exchange Act of 1934.
/s/"Andersen"
-------------
Andersen Andersen and Strong L.L.C.
June 15, 2001
Salt Lake City, Utah
-69-
EXHIBIT 27
ARTICLE 5 OF REGULATION S-X
COMMERCIAL AND INDUSTRIAL COMPANIES
FINANCIAL DATA SCHEDULE WORKSHEET FOR: QUINCY RESOURCES INC.
---------------------
1 OF 2
Review the following list of tags for Article 5 and fill in the correct data
in the column(s) provided. Generally only one column of information will be
required, however, two columns are provided if required in the Financial Data
Schedule.
Unless otherwise noted, all tags are required. A response is required for
each item within the schedule. Use the value "0" (zero) if information is
inapplicable, or unknown. Duplicates may not be used to state financial data
except as indicated.
To include a footnote, place a number in parentheses next to the value and
provide the text of each corresponding footnote at the end of the worksheet
form.
<PERIOD-TYPE> 12 MONTHS<PERIOD-TYPE>
---------
(ARTICLE) 5
(CIK) 0001092619
(NAME) JMHVAQV8#
(MULTIPLER) 1
(CURRENCY) US DOLLARS
(PERIOD-TYPE) 12-MOS
(FISCAL-YEAR-END) APRIL-30-2001
(PERIOD-START) MAY-0501999
(PERIOD-END) APRIL-30-2001
(EXCHANGE-RATE) 1
(CASH) 0
(SECURITIES) 0
(RECEIVABLES) 0
(ALLOWANCE) 0
(INVENTORY) 0
(CURRENT-ASSETS) 0
(PP&E) 0
(DEPRECIATION) 0
(TOTAL-ASSETS) 0
(CURRENT-IABILITES) (7,670)
(BONDS) 0
(PREFERRED-MANDATORY) 0
(PREFERRED) 0
(COMMON) (34,250)
(OTHER-SE) (41,920)
(TOTAL-LIABLIITES-AND-EQUITY) 0
(SALES) 0
(TOTAL-REVENUES) 0
(CGS) 0
(TOTAL-COSTS) 0
(OTHER-EXPENSES) 41,920
(LOSS-PROVISION) 0
(INTEREST-EXPENSE) 0
(INCOME-PRETAX) 0
(INCOME-TAX) 0
(INCOME-CONTINUING) 0
(DISCONTINUED) 0
(EXTRAORDINARY) 0
(CHANGES) 0
(NET-INCOME) (41,920)
(EPS-BASIC) 0
(EPS-DILUTED) 0
-70-