12 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2002 ------------------ ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File number 0-31501 ------- QUINCY RESOURCES INC. ----------------------- (Exact name of registrant as specified in charter) Nevada 98-0218264 ------ -------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1327 Laburnum Street Vancouver, BC, Canada V6J 2W4 - ----------------------- -------------- (Address of principal executive offices) (Zip Code) 250-736-7481 ---------------------------------- Registrant's telephone number, including area code (Former name, address, and fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), Yes [X] No [ ] and ( ) has been subject to filing requirements for the past 90 days. Yes [X] No [ ] APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the last practicable date. Class Outstanding as of January 31, 2002 ---------- --------------------------------------- Common Stock, $0.001 per share 10,026,500 -1- INDEX PAGE NUMBER PART 1. ITEM 1.. Financial Statements 3 Balance Sheet as at January 31, 2002 and April 30, 2001. . . . . . . . . . . . . . . . 4 Statement of Operations For the three and nine months ended January 31, 2002 and 2001 and for the period from May 5, 1999 (Date of Inception) to January 31, 2002. . . . . . . . . . . . 5 Statement of Cash Flows For the nine months ended January 31, 2002 and 2001 and for the period from May 5, 1999 (Date of Inception) to January 31, 2002 6 Notes to Financial Statements .. . . . . . . 7 ITEM 2. Plan of Operations 10 PART 11. Signatures . . . . . . . . . . . . . . . . . . . 11 -2- PART 1 - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS The accompanying balance sheets of Quincy Resources Inc. (an exploration stage company) at January 31, 2002 and April 30, 2001 and the statement of operations and statement of cash flow for the nine months ended January 31, 2002 and 2001, and for the period from May 5, 1999 (date of inception) to January 31, 2002 have been prepared by the Company's management in conformity with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the quarter ended January 31, 2002, are not necessarily indicative of the results that can be expected for the year ending April 30, 2002. -3- QUINCY RESOURCES INC. (Exploration Stage Company) BALANCE SHEETS January 31, 2002 and April 30, 2001 (Unaudited - Prepared by Management) January 31, 2002 April 30, 2001 ------------------ ---------------- ASSETS CURRENT ASSETS Cash . . . . . . . . . . . . . . . . . . . . . . . $ 57 $ - ------------------ ---------------- $ 57 $ - ================== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts Payable - related party . . . . . . . . . 6,016 156 Accounts payable . . . . . . . . . . . . . . . . . 11,187 7,514 ------------------ ---------------- Total Current Liabilities. . . . . . . . . . . 17,203 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 10,027 Capital in excess of par value. . . . . . . . . . 32,323 24,223 Deficit accumulated during the exploration Stage. . . . . . . . . . . . . . . . . . . . (59,496) (41,920) ------------------ ---------------- Total Stockholders' Deficiency. . . . . . . . (17,146) (7,670) ------------------ ---------------- $ 57 $ - ================== ================ The accompanying notes are an integral part of these unaudited financial statements -4- QUINCY RESOURCES INC. (Exploration Stage Company) STATEMENT OF OPERATIONS For the three and nine months ended January 31, 2002 and 2001 and for the period May 5, 1999 (Date of Inception) to January 31, 2002 (Unaudited - Prepared by Management) Three Three Months Months Nine Months Nine Months Ended Ended Ended Ended Inception to January January January 31 January 31, January 31, 2002 31, 2001 , 2002 2001 31, 2002 ------------- ------------ ------------- ------------- ------------ SALES. . . . . . . . . . . $ - $ - $ - $ - $ - ------------- ------------ ------------- ------------- -------------- GENERAL AND ADMINISTRATIVE EXPENSES: Accounting. . . . . . 950 950 2,850 1,575 9,900 Bank charges. . . . . 20 17 84 74 263 Consulting. . . . . . - - - - 1,000 Edgar filing fees . . 200 1,224 659 1,224 2,083 Geology report. . . . - - - - 1,950 Incorporation costs . - - - - 670 Legal fees. . . . . . - - 465 - 465 Management fees . . . 1,500 1,500 4,500 4,500 16,500 Office. . . . . . . . 131 85 836 370 1,630 Rent. . . . . . . . . 900 900 2,700 2,700 9,900 Staking fees. . . . . - - 2,902 - 4,007 Telephone . . . . . . 300 300 900 900 3,300 Transfer agent. . . . 1,473 1,222 1,680 1,437 5,515 Travel. . . . . . . . - - - - 2,313 ------------- ------------ ------------- ------------- -------------- NET LOSS . . . . . . . . . $ (5,474) $ (6,198) $ (17,576) $ (12,780) $ (59,496) ============= ============ ============= ============= ============== NET LOSS PER COMMON SHARE Basic . . . . . . . . $ - $ - $ - $ - ============= ============ ============= ============= AVERAGE OUTSTANDING SHARES Basic . . . . . . . . 10,026,500 10,026,500 10,026,500 10,026,500 ============= ============ ============= ============= The accompanying notes are an integral part of these unaudited financial Statements -5- QUINCY RESOURCES INC. (Exploration Stage Company) STATEMENT OF CASH FLOWS For the nine months ended January 31, 2002 and 2001 and for the period from May 5, 1999 (Date of Inception) to January 31, 2002 (Unaudited - Prepared by Management) Nine Months Nine Months Ended Ended Inception to January 31, January 31, January 31, 2002 2001 2002 ------------- ------------------- -------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss. . . . . . . . . . . . . . . $ (17,576) $ (12,780) $ (59,496) Adjustments to reconcile net loss to net cash provided by operating activities: Capital contribution - expense . 8,100 8,100 29,700 Increase in accounts payable - related party . . . . . . . 5,860 85 6,016 Increase in accounts payable . . 3,673 4,021 11,187 ------------- ------------------- -------------- Net cash from operations . . 57 (574) (12,593) ------------- ------------------- -------------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock . . . . . . . . . . . - - 12,650 ------------- ------------------- -------------- - - 12,650 ------------- ------------------- -------------- Net Increase in Cash. . . . . . . . . . . 57 (574) 57 Cash at Beginning of Period . . . . . . . - 567 - ------------- ------------------- -------------- CASH AT END OF PERIOD . . . . . . . . . . $ 57 $ (7) $ 57 ============= =================== ============== The accompanying notes are an integral part of these unaudited financial statements -6- QUINCY RESOURCES, INC. (EXPLORATION STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS JANUARY 31, 2002 (Unaudited - Prepared by Management) 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. At the report date mineral claims, with unknown reserves, had been acquired. The Company has not established the existence of a commercially minable ore deposit and therefore has not reached the development stage and is considered to be in the exploration stage. 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 POLICIES 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 January 31, 2002, the Company had a net operating loss carry forward of $59,496. The tax benefit of $17,849 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 2022. Basic Net Income (Loss) Per Share - -------------------------------------- Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. -7- QUINCY RESOURCES, INC. (EXPLORATION STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS (CONTINUED) JANUARY 31, 2002 (Unaudited - Prepared by Management) 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. Costs 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 including accounts payable 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. -8- QUINCY RESOURCES, INC. (EXPLORATION STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS (CONTINUED) JANUARY 31, 2002 (Unaudited - Prepared by Management) 3. ACQUISITION OF MINERAL LEASE The Company acquired and staked an undeveloped mineral claim containing 16 units covering 256 hectares 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. The Company restaked their claims on June 13, 2001, and the claims are now in good standing until June 13, 2003. 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 be successful in its efforts to develop the mineral lease acquired and 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. -9- ITEM 2. PLAN OF OPERATIONS The Company is anticipating undertaking an exploration program during the summer of 2002. It is in the process of reviewing its geology report to determine the extent of its field work. No decision has yet been made by the directors as to the extent of the work program. At the present time, Quincy Resources Inc. does not have sufficient funds to undertake any exploration program on its property and therefore it will have to determine the best method of raising funds to accomplish its goals. To satisfy the need for funds the directors must consider whether to advance funds to the Company personally, obtain additional funding by way of bank loans supported by personal guarantees by the directors or to issue common shares of the Company. No decision has been made in this regard at the present time. -10- PART 11 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by he undersigned thereunto duly authorized. QUINCY RESOURCES INC. By Adam Smith President and Director -11-