UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB

      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934


                  For the quarterly period ended March 31, 2004
                                                 --------------


                         Commission File No.33-55254-42


                        QUANTITATIVE METHODS CORPORATION
           (Name of small business issuer as specified in its charter)


          NEVADA                                         87-0485310
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

54 Chemin Seize Arpents, Morin Heights (Quebec) Canada       J0R 1H0
(Address of principal executive offices)                  (Postal Code)

Issuer's telephone number, including area code: (450) 226-2622

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes [ ]No

The number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date.

             Class                          Outstanding as of May 14, 2004
$.001 PAR VALUE CLASS A COMMON STOCK               10,300,000 SHARES

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE



                                        1

<PAGE>



                                         QUANTITATIVE METHODS CORPORATION

                                            FORM 10-QSB/MARCH 31, 2004

                                                 TABLE OF CONTENTS




General                                                                   1
Index                                                                     2


PART I - FINANCIAL INFORMATION

     Item 1. - Consolidated Financial Statements:

           Balance Sheets -
               March 31, 2004 (Unaudited) and December 31, 2003 (Audited) 3

           Statements of Operations - (Unaudited)
           Three Months ended March 31, 2004 and 2003
                  and from Date of Inception to March 31, 2004            4

           Statements of Cash Flows - (Unaudited)
               Three Months ended March 31, 2004 and 2003
           and from Date of Inception to March 31, 2004                   5

           Notes to Consolidated Financial Statements                     6


     Item 2. - Management's Discussion and Analysis of
               Financial Condition and Results of Operations              9

     Item 3. - Controls and Procedures                                    12

PART II - OTHER INFORMATION

     Item 6 - Exhibits and Reports on Form 8-K                            12

Signature                                                                 13
Code of Ethics                                                            14
Certifications                                                            15-17



                                        2

<PAGE>



                          PART I FINANCIAL INFORMATION

ITEM 1. - Consolidated Financial Statements

                 QUANTITATIVE METHODS CORPORATION AND SUBSIDIARY
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEETS
                         (expressed in Canadian dollars)

<TABLE>
<CAPTION>
                                                                      March 31,               December 31,
                                                                        2004                      2003
                                                                  ----------------           ---------------
                                                                     (Unaudited)                (Audited)
ASSETS
     CURRENT ASSETS
<S>                                                               <C>                        <C>
         Cash                                                     $              0           $             0
                                                                  ----------------           ---------------

                           TOTAL CURRENT ASSETS                                  0                         0
                                                                  ----------------           ---------------

TOTAL ASSETS                                                      $              0           $             0
                                                                  ================           ===============



LIABILITIES & STOCKHOLDERS' (DEFICIT)
     CURRENT LIABILITIES
         Accounts payable and accrued liabilities                 $          4,347           $        14,756
         Payable - shareholders                                             86,823                    70,277
                                                                  ----------------           ---------------

                      TOTAL CURRENT LIABILITIES                             91,170                    85,033

STOCKHOLDERS' (DEFICIT)
     Common Stock
         $.001 par value; authorized - 25,000,000 shares
         Issued and outstanding 10,300,000 shares                           11,485                    11,485
     Additional paid-in capital                                          1,840,062                 1,840,062
     Deficit accumulated during the
         development stage                                       (       1,942,717)         (      1,936,580)
                                                                  ----------------           ---------------

         TOTAL STOCKHOLDERS' (DEFICIT)                           (          91,170)         (         85,033)
                                                                  ----------------           ---------------

                                                                  $              0           $             0
                                                                  ================           ===============
</TABLE>





                                        3

<PAGE>



                 QUANTITATIVE METHODS CORPORATION AND SUBSIDIARY
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                         (expressed in Canadian dollars)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                               Three Months Ended             Date of Inception
                                                                    March 31,                      to March 31,
                                                           2004                  2003                  2004
                                                     ----------------      ---------------       ---------------
<S>                                                  <C>                   <C>                   <C>
SALES                                                $              0      $             0       $             0
                                                     ----------------      ---------------       ---------------

General and Administrative expenses
     Professional fees                                          4,122                    0                75,027
     Consulting                                                     0                    0               289,466
     Traveling and business promotion                             552                    0                 2,212
     Office expenses                                                0                  398                 3,570
     General and administrative                                   237                    0               113,855
     Foreign exchange fluctuation                    (            276)     (           365)                  476
     Bank charges                                                  70                    0                   102
     Interest on loan                                           1,432                    0                 6,649
                                                     ----------------      ---------------       ---------------

Total general and administrative expenses                       6,137                   33               491,357
                                                     ----------------      ---------------       ---------------

                           NET INCOME (LOSS)
                         BEFORE INCOME TAXES         (          6,137)     (            33)      (       491,357)
                                                     ----------------      ---------------       ---------------

     Discontinued operations - subsidiary                           0                    0       (     1,451,360)

                                INCOME TAXES                        0                    0                     0
                                                     ----------------      ---------------       ---------------

                           NET INCOME (LOSS)         $(         6,137)     $(           33)      $(    1,942,717)
                                                     ================      ===============       ===============

BASIC AND DILUTED INCOME (LOSS)
     PER SHARE
Net income (loss) per weighted average share
     Net operating loss                              $            .00      $           .00
     Discontinued operations                                      .00                  .00
                                                     ----------------      ---------------
                                                     $            .00      $           .00
                                                     ================      ===============

Weighted average number of common
     shares used to compute net income (loss)
     per weighted average share                            10,300,000           10,300,000
                                                     ================      ===============

</TABLE>



                                        4

<PAGE>



                 QUANTITATIVE METHODS CORPORATION AND SUBSIDIARY
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (expressed in Canadian dollars)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                               Three Months Ended              Date of Inception
                                                                    March 31,                      to March 31,
                                                           2004                  2003                  2004
                                                     ----------------      ---------------       ---------------
OPERATING ACTIVITIES
<S>                                                  <C>                   <C>                   <C>
Net earnings (loss)                                  $(         6,137)     $(           33)      $(    1,942,717)
Adjustment to reconcile net loss to net cash
   Provided (used) by operating activities
     Loss on investment                                             0                    0                34,845
     Investment credit                                              0                    0                21,554
     Depreciation                                                   0                    0               204,952
     Decrease in software development costs                         0                    0               172,682
     Stock issued for services                                      0                    0               290,190
                                                     ----------------      ---------------       ---------------
                                                     (          6,137)     (            33)      (     1,218,494)

Changes in receivables                                              0                    0                     0
Changes in payables                                  (         10,409)     (         9,203)                4,347
                                                     ----------------      ---------------       ---------------

                NET CASH PROVIDED (REQUIRED)
                     BY OPERATING ACTIVITIES         (         16,546)     (         9,236)      (     1,214,147)
                                                     ----------------      ---------------       ---------------

INVESTING ACTIVITIES
     Acquisition of investments                                     0                    0       (       100,747)
     Proceeds of disposal of investment                             0                    0                65,902
     Software development costs                                     0                    0       (       172,682)
     Acquisition of fixed assets                                    0                    0       (       204,952)
                                                     ----------------      ---------------       ---------------

                             NET CASH (USED)
                     BY INVESTING ACTIVITIES                        0                    0       (       412,479)
                                                     ----------------      ---------------       ---------------

FINANCING ACTIVITIES
     Variation of advances from a shareholder                  16,546                9,236                86,823
     Net proceeds of issuance of shares                             0                    0             1,539,803
     Addition to long-term debt                                     0                    0               134,680
     Repayment of long-term debt                                    0                    0       (       134,680)
                                                     ----------------      ---------------       ---------------

                    NET CASH PROVIDED (USED)
                     BY FINANCING ACTIVITIES                   16,546                9,236             1,626,626
                                                     ----------------      ---------------       ---------------

                 INCREASE (DECREASE) IN CASH
                        AND CASH EQUIVALENTS                        0                    0                     0

                   CASH AND CASH EQUIVALENTS
                      AT BEGINNING OF PERIOD                        0                    0                     0
                                                     ----------------      ---------------       ---------------

                   CASH AND CASH EQUIVALENTS
                            AT END OF PERIOD         $              0      $             0       $             0
                                                     ================      ===============       ===============

SUPPLEMENTAL DISCLOSURES
   OF CASH FLOW INFORMATION
     Cash paid during the period for:
        Interest                                     $              0      $             0       $         6,651
        Income tax                                                  0                    0                     0
</TABLE>


                                                         5

<PAGE>



                 QUANTITATIVE METHODS CORPORATION AND SUBSIDIARY
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2004


NOTE 1: INCORPORATION AND NATURE OF BUSINESS

         Quantitative Methods Corporation, a development stage enterprise, was
         incorporated under the laws of the State of Nevada on July 26, 1990.
         The Company acquired 100% ownership of Softguard Enterprises, Inc.,
         incorporated on June 23, 1995, to engage in the technical product
         research and development and commercialization of the "SLNS" and
         "QUORUM" products for use in the field of information systems
         management and security. Softguard is a development stage enterprise
         and has had no revenues to date.

         On January 8, 1999, the board of directors of QTTM entered into an
         Agreement with Softguard Enterprises Inc. ("Softguard"), incorporated
         under the Canadian Business Corporations Act, whereby the Company
         issued and delivered 7,650,000 shares of its Common Stock bearing a
         restrictive legend, in exchange for which issuance, QTTM acquired all
         of the outstanding shares of Softguard. The transaction was exempt from
         the registration requirements of the Securities Act of 1933 by virtue
         of Section 4(2) thereof.

         On December 31, 2002, the Company's management decided to abandon its
         wholly subsidiary, Softguard Enterprises Inc. due to lack of
         operations. This transaction was recorded in the December 31, 2002
         financial statements as a discontinuation of operations.

         The Company is in the early development stage and management devotes
         most of its activities in investigating business opportunities. Because
         of a serious working capital deficiency and significant operating
         losses from inception, there is substantial doubt about the ability of
         the Company to continue as a going concern.

         The Company will pursue interests in various other business
         opportunities that, in the opinion of management, may provide a profit
         to the Company. Additional external financing or other capital may be
         required to proceed with any business plan that may be developed by the
         Company.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Basis of Presentation
         The unaudited interim financial statements are expressed in Canadian
         dollars (except par value of stock) and have been prepared in
         accordance with the accounting principles generally accepted in the
         United States of America. Accordingly, they do not include all of the
         information and footnotes required by generally accepted accounting
         principles ("GAAP") for a complete presentation of financial
         statements. The unaudited financial statements should, therefore, be
         read in conjunction with the financial statements and notes thereto in
         the Report on Form 10-KSB for the year ended December 31, 2003. In the
         opinion of management, all adjustments (consisting of normal and
         recurring adjustments) considered necessary for a fair presentation,
         have been included. The results of operations for the three-month
         period ended March 31, 2004 are not necessarily indicative of the
         results that may be expected for the entire year or for any future
         period.

         Certain comparative amounts of previous periods have been restated in
         order to conform to the current period's presentation of the financial
         statements.


                                        6

<PAGE>




                 QUANTITATIVE METHODS CORPORATION AND SUBSIDIARY
                          (A Development Stage Company)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                 March 31, 2004


NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

         Principles of Consolidation
         The consolidated financial statements for March 31, 2004 include the
         accounts of the Company and the discontinued operations of its wholly
         owned subsidiary, Softguard Enterprises, Inc. ("Softguard"). Softguard
         was the main line of business for the Company until its abandonment on
         December 31, 2002. All significant inter-company transactions have been
         eliminated in consolidation.

         Advertising Costs
         The Company recognizes advertising expense in accordance with Statement
         of Position 93-7, "Reporting on Advertising Costs". As such, the
         Company expenses the cost of communicating advertising in the period in
         which the advertising space or airtime is used. Advertising expense was
         $552 for the period ending March 31,2004 and $2,212 since inception.

         Basic and Diluted Net Income (Loss) Per Share
         Basic net income (loss) per share is computed by dividing net earnings
         (loss) available to common stockholders by the weighted average number
         of common shares and common equivalent shares outstanding during the
         period.

         Cash and Cash Equivalents
         For financial statement purposes, the Company considers all highly
         liquid instruments with original maturities of less than three months
         to be cash equivalents.

         Comprehensive Income
         Since 1999,  the Company  adopted  Statement of  Financial  Accounting
         Standard  ("SFAS") No. 130,  "Reporting  Comprehensive  Income".  This
         statement  establishes rules for the reporting of comprehensive income
         and its  components.  The adoption of SFAS no. 130 had no  significant
         impact on total shareholders' deficit as of March 31, 2004.

         Concentration of Credit Risk
         The Company's exposure to credit risk is minimal.

         Dividend Policy
         The Company has not yet adopted any policy regarding payment of
         dividends.

         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 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 the financial statements.



                                        7

<PAGE>



                 QUANTITATIVE METHODS CORPORATION AND SUBSIDIARY
                          (A Development Stage Company)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                 March 31, 2004


NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

         Fair Value of Financial Instruments
         The Company's financial instruments, including accounts payable and
         amounts payable to shareholders are carried at cost, which approximate
         their fair values due to their short-term maturity.

         Income Taxes
         Income taxes are computed using the asset and liability method. Under
         this method, deferred income tax assets and liabilities are determined
         based on the differences between the financial and tax bases of assets
         and liabilities and are measured using the currently enacted tax rates
         and laws. Statement of Financial Accounting Standards No. 109, requires
         a valuation allowance against deferred tax assets if based on the
         weight of available evidence, it is more likely than not that some or
         all of its deferred tax assets will not be realized.

         Interest Rate Risk
         The Company is not exposed to interest rate risk.

         Translation of Foreign Currencies
         Transactions in currencies other than the Canadian dollar are
         translated at the exchange rate in effect on the transaction date. Any
         balance sheet items denominated in foreign currencies are translated
         into Canadian dollars using the exchange rate in effect on the balance
         sheet date. Any gain or loss due to exchange fluctuation is charged to
         the statement of operations.

         Revenue Recognition
         The Company has not recognized any revenue to date.



                                        8

<PAGE>



ITEM 1. -  Management's  Discussion  and  Analysis of  Financial  Condition  and
           Results of Operations

This Form 10-QSB contains forward-looking statements. The words "anticipate",
"believe", "expect", "plan", "intend", "estimate", "project", "could", "may",
"foresee", and similar expressions identify forward-looking statements that
involve risks and uncertainties. You should not place undue reliance on
forward-looking statements in this Form 10-QSB because of their inherent
uncertainty. The following discussion and analysis should be read in conjunction
with the Financial Statements and Notes thereto and other financial information
included in this Form 10-QSB and our Form 10-KSB for the year ended December 31,
2003. Actual results could differ materially from the results discussed in the
forward- looking statements. The Company assumes no responsibility to correct or
update the forward looking statements as circumstances change and therefore, the
forward looking statements should be assumed to speak only as at the date of the
filing of this report.

History and Purpose
Quantitative Methods Corporation ("QTTM" or the "Company") was incorporated
under the laws of the State of Nevada on July 26, 1990, to engage in potential
business ventures which, in the opinion of management, would provide an eventual
profit for the Company. The Company's common stock is currently traded on the
OTC Bulletin Board (OTCBB), under the symbol "QTTM".

On January 8, 1999, the board of directors of QTTM entered into an Agreement
with Softguard Enterprises Inc. ("Softguard"), a private Canadian corporation,
whereby the Company issued and delivered, 7,650,000 shares of its common stock
bearing a restrictive legend, in exchange for which issuance, QTTM acquired all
of the outstanding shares of Softguard. The transaction was exempt from the
registration requirements of the Securities Act of 1933 by virtue of Section
4(2) thereof. Following the transaction the former shareholders of Softguard
owned 82% of the outstanding shares of the Company.

On December 31, 2002, the board of directors of QTTM, unanimously agreed to
abandon its wholly owned subsidiary, Softguard Enterprises Inc., due to lack of
operations. This decision was based on Softguard's inability to raise additional
working capital and failure to complete its product development and generate
revenues.

Business Activities
No significant operations presently exist, and management continues to
investigate possible merger and acquisition candidates. Management believes that
the Company's status, as a publicly held corporation will enhance its ability to
locate potential business ventures. Such involvement may take many forms,
including the acquisition of an existing business or the acquisition of assets
to establish subsidiary businesses.

No assurance can be given as to when the Company may locate suitable business
opportunities that would eventually provide a source of profit to QTTM.
Management anticipates that due to its limited amount of funds, and resources,
the Company may be restricted to participate in only one potential business
venture. This lack of diversification should be considered a substantial risk
because it will not permit the Company to offset potential losses from one
venture against gains from another.

The Company will not restrict its search to any particular business, industry or
geographical location, and reserves the right to evaluate and to enter into any
type of business opportunity, in any stage of its development (including the
"start-up" stage), in any location. In seeking a business venture, management
will not be influenced by the anticipated or perceived appeal of a specific
industry, management group, or product or industry, but rather, will be
motivated by a company's business objective of seeking long term capital
appreciation in its real value.



                                        9

<PAGE>



It is not possible at present to predict the exact manner in which the Company
may participate in a business opportunity. Specific business opportunities will
be reviewed, and based upon such review, the appropriate legal structure or
method of participation will be decided upon by management. Such structures and
methods may include, without limitation, leases, purchase and sale agreements,
license, joint ventures; and may involve merger, consolidation or
reorganization. The Company may act directly or indirectly through an interest
in a partnership, corporation or other form of organization. However, it is most
likely that the Company will acquire a business venture by conducting
reorganization, involving the issuance of the Company's restricted securities.
Reorganization may involve a merger (or combination pursuant to state corporate
statutes, where one of the entities dissolves or is absorbed by the other), or
it may occur as a consolidation, where a new entity is formed and the Company
and such other entity combine assets in the new entity. Reorganization may also
occur, directly or indirectly, through subsidiaries, and there is no assurance
that the Company would be the surviving entity. Any such reorganization could
result in additional dilution to the book value of the shares and loss of
control of a majority of the shares. The Company's present directors may be
required to resign in connection with reorganization.

The Company may choose to enter into a venture involving the acquisition of or
merger with a company, which does not need substantial additional capital but
desires to establish a public trading market for its securities. Such a company
may desire to consolidate its operations with the Company through a merger,
reorganization, asset acquisition, or other combination, in order to avoid
possible adverse consequences of undertaking its own public offering. (Such
consequences might include expense, time delays or loss of voting control). In
the event of such a merger, the Company may be required to issue significant
additional shares, and it may be anticipated that control over the Company's
affairs may be transferred to others. It should also be noted that this type of
business venture might have the effect of depriving the shareholders of the
protection of federal and state securities laws, which normally affect the
process of a company becoming publicly held.

In March 2004, the Company entered into an agreement in principle with
Roadtronic Innovation Inc. ("Roadtronic"), a Canadian-based high-tech company
specializing in the development of technology solutions in vehicle management.
Roadtronic's technology has been developed over the past six years. The
ROADPARTNERtm system, when integrated with other fleet management products, is
designed to assist fleet managers in reducing operational costs, improve
supervision and optimize vehicle operations and security. The user-friendly
system provides fleet managers with the required information to minimize risks
and support decision-making.

The Company expects the due diligence in respect to the potential merger to be
completed before the end of the next quarter.

Operating Results
The Company incurred losses from continuing operations for the three months
ended March 31, 2004 of $6,137 (CDN), as compared to losses of $33 (CDN) for the
corresponding period in 2003.

The major expense of $4,122 CDN, which contributed to this quarter's loss was
professional fees, consisting of legal fees for services rendered in the review
of corporate documents and the investigation into the appropriate method of
participation and legal structure to be adopted with respect to the possible
merger with Roadtronic.

Prior to January 8, 1999, the Company had limited operational history and had
not engaged in business of any kind. All risks inherent in new and inexperienced
enterprises were, and still are, inherent in the Company's business. The
acquisition of Softguard proved unsuccessful and since Softguard could provide
no future benefit to the Company it was abandoned on December 31, 2002. The
principal contributing factor that lead to this decision was shortage of working
capital and the second was the unavailability of the systems software designer.
The working prototype of the software product that had


                                       10

<PAGE>



been developed by Softguard became obsolete over time, because of discontinued
research and development.

In the absence of operating activities, our cash requirements for the following
period will be limited to general and administrative expenses, which are
expected to be less than $250 (CDN) per month, and professional fees for legal
and accounting services. We will require additional capital in order to continue
as a going concern in the long term.

The Company's financial statements have been prepared on the basis that it is a
going concern, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. As of March 31, 2004, the Company
has an accumulated deficit of $1,942,717 (CDN) and its current liabilities
exceeded its current assets by $91,170 (CDN).

Competition
The Company expects to encounter intense competition in its efforts to locate
suitable business opportunities in which to engage. The primary competition for
desirable investments may come from other small companies organized and funded
for similar purposes, from small business development corporations and from
public and private venture capital organizations. The competing entities will
have significantly greater experience, financial resources, facilities, contacts
and managerial expertise, than the Company and will, consequently, be in a
better position to compete with larger more experienced entities to obtain
access to, and engage in, proposed business ventures, which are low-risk.
Business opportunities in which the Company may ultimately participate are
likely to be highly risky and extremely speculative.

Liquidity and Capital Resources
The Company is currently seeking additional capital through private placements
or other financing to pay operating costs and develop operating activities
through a merger or acquisition of a potential business opportunity. At the
present time, management is negotiating with potential investors who have
expressed interest in providing financing to fund future acquisitions. Moreover,
due to the Company's poor liquidity and lack of operations, the cost of
obtaining additional capital is expected to be significant.

There can be no assurance that the Company will be able to raise the capital it
needs in the future. Management cannot provide assurance that the Company will
ultimately achieve profitable operations or become cash flow positive.
Consequently, if the Company is unable to obtain funds from external sources, it
is possible that it will be unable to satisfy its working capital requirements
and continue to operate in the long term.

The Company's continuation as a going concern is dependent upon its ability to
obtain additional working capital. Management recognizes that, if it is unable
to raise additional funding, the Company may cease operations.

Plan of Operation
Although the Company does not have any cash reserves, the directors have
indicated willingness, for the time being, to continue to pay general and
administrative expenses and advance funds sufficient to enable it to satisfy its
reporting requirements and other obligations incumbent on it as a public
company. The Company therefore believes that it can continue as a going concern
in the near future. These related parties are not obliged to advance money to
pay for operating costs, and therefore, no assurances can be given that they
will continue to do so, in which case the Company may have to cease operations
entirely and liquidate.

Based on current economic and regulatory conditions, management believes that it
is possible, if not probable, for a company, like QTTM, without assets or many
liabilities, to negotiate a merger or acquisition with a viable private company.
The opportunity arises principally because of the high legal and accounting fees
and the length of time associated with the registration process of "going
public".


                                       11

<PAGE>



However, should any of these conditions change, it is very possible that there
would be little or no economic value for anyone taking over control of the
Company. Should a merger or acquisition prove unsuccessful, it is possible that
management may decide to abandon its search and no longer pursue its acquisition
activities, and the shares of the Company would become worthless.

Conclusion
It is likely that the investigation and selection of business opportunities will
be complex, time-consuming and extremely risky. However, management believes
that even though the Company will have limited capital, the fact that its
securities will be publicly held will make it a reasonably attractive business
prospect for other firms.

ITEM 3. - Controls and Procedures

     (a)  On March 31, 2004, we made an evaluation  of our  disclosure  controls
          and procedures. In our opinion, the disclosure controls and procedures
          are  adequate  because  the  systems of controls  and  procedures  are
          designed to assure, among other items, that

          i)   recorded transactions are valid;
          ii)  valid transactions are recorded; and
          iii) transactions are recorded in the proper period in a timely manner
               to  produce   financial   statements  which  present  fairly  the
               financial  condition,  results of operations,  and cash flows for
               the respective periods being presented.  Moreover, the evaluation
               did  not  reveal  any   significant   deficiencies   or  material
               weaknesses in our disclosure controls and procedures.

     (b)  There have been no significant  changes in our internal controls or in
          other factors that could significantly affect these controls since the
          last evaluation.

                            PART II OTHER INFORMATION

ITEM 6. - Exhibits and Reports on Form 8-K

Documents filed as part of the report:
1) Exhibits:

          a)   Exhibit 14 Code of Ethics for Senior Financial Officers

          b)   Exhibit  31.1  Certification  of the Chief  Executive  Officer of
               Quantitative  Methods Corporation  pursuant to Section 302 of the
               Sarbanes-Oxley Act of 2002.

          c)   Exhibit  31.2  Certification  of the Chief  Financial  Officer of
               Quantitative  Methods Corporation  pursuant to Section 302 of the
               Sarbanes-Oxley Act of 2002.

          d)   Exhibit 32.1  Certification  of the Chief  Executive  Officer and
               Chief  Financial  Officer  of  Quantitative  Methods  Corporation
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

2) Reports on Form 8-K:

          No reports on Form 8-K were filed during the first quarter of 2004.



                                       12

<PAGE>



                                   SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                QUANTITATIVE METHODS CORPORATION



Dated: May 14, 2004             By: /s/  Bernard Bousseau
                                    ----------------------------------------
                                    BERNARD BOUSSEAU, President and Director


                                       13

<PAGE>

                                                                      EXHIBIT 14

                  CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS

This code of ethics for Senior Financial Officers has been adopted by the Board
of Directors of Quantitative Methods Corporation ("the Company") to promote
honest and ethical conduct, proper disclosure of financial information in the
Company's reports, and compliance with applicable laws, rules and regulations by
the Company's senior officers who have financial responsibilities.

                                  Applicability

As used in this code, the term Senior Financial Officer means the Corporation's
Chief Executive Officer, Chief Financial Officer and Controller.

                            Principles and Practices

In performing his or her duties, each of the Senior Financial Officers must:

1.   Maintain high  standards of honest and ethical  conduct an avoid any actual
     or apparent conflict of interest.

2.   Report  to the  Audit  Committee  of the  Board of  Directors  (or  persons
     performing  the  equivalent  functions)  any conflict of interest  that may
     arise and any material transaction or relationship that reasonably could be
     expected to give rise to a conflict,

3.   Provide,  or  cause  to be  provided,  full,  fair,  accurate,  timely  and
     understandable  disclosure in reports and documents  that the Company files
     with the SEC and other regulatory organizations,  State and Federal, and in
     other public communications.

4.   Comply  and take all  reasonable  actions  to  cause  others t comply  with
     applicable governmental laws, rules, regulations and

5.   Promptly  report  violations to the  appropriate  committee of the Board of
     Directors.

6.   Senior  Financial  Officers  must also  comply  with the Code of Ethics and
     Standards of Conduct  applicable to the Corporation's  Directors,  officers
     and employees generally.

                                     Waiver

Any request for a waiver of any provision of this code must be in writing and
addressed to the Audit Committee. Waivers of the Senior Financial Officers code
of conduct in registered public companies must be reported on Form 8-K to the
Securities and Exchange Commission.

                          Compliance and Accountability

The Audit Committee will assess compliance with this code, report material
violations to the Board of Directors and recommend to the Board appropriate
action.

Approved:


/s/  Bernard Bousseau                         Date:    December 31, 2003
------------------------                               -----------------


/s/  Helga Leuthe                             Date:    December 31, 2003
------------------------                               -----------------


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<PAGE>



                                                                    EXHIBIT 31.1

                                CFO CERTIFICATION


I, Bernard BOUSSEAU, Director and President, certify that:

1.   I have  reviewed  this  report  on  Form  10-QSB  of  Quantitative  Methods
     Corporation;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the small  business  issuer as of, and for,  the periods  presented in this
     report;

4.   The  small  business  issuer's  other  certifying  officer(s)  and  I,  are
     responsible  for  establishing  and  maintaining  disclosure  controls  and
     procedures  (as defined in Exchange Act Rules  13a-15(e)  and 15d-15(e) for
     the small business issuer and have:

     a)   Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision, to ensure that material information relating to the small
          business  issuer,  including its  consolidated  subsidiaries,  is made
          known to us by others within those entities,  particularly  during the
          period in which this report is being prepared;

     b)   Evaluated the effectiveness of the small business issuer's  disclosure
          controls and procedures  and presented in this report our  conclusions
          about the effectiveness of the disclosure controls and procedures,  as
          of the  end of the  period  covered  by  this  report  based  on  such
          evaluations; and

     c)   Disclosed  in this  report  any change in the smal  business  issuer's
          internal  control over financial  reporting  that occurred  during the
          small business issuer's most recent fiscal quarter (the small business
          issuer's  fourth fiscal  quarter in the case of an annual report) that
          has materially affected, or is reasonably likely to materially affect,
          the small business issuer's internal control over financial reporting;
          and

5.   The  small  business  issuer's  other  certifying  officer(s)  and  I  have
     disclosed,  based on our most recent  evaluation  of internal  control over
     financial reporting,  to the small business issuer's auditors and the audit
     committee of the small  business  issuer's  board of directors  (or persons
     performing the equivalent functions):

     a)   All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the small  business  issuer's
          ability   to  record,   process,   summarize   and  report   financial
          information; and

     b)   Any fraud, whether or not material,  that involves management or other
          employees who have a significant  role in the small business  issuer's
          internal control over financial reporting.


Date:  May 14, 2004


/s/  Bernard Bousseau
Director and President



                                       15

<PAGE>



                                                                    EXHIBIT 31.2

                                CEO CERTIFICATION

I, Helga LEUTHE, Director and Secretary/Treasurer, certify that:

1.   I have  reviewed  this  report  on  Form  10-QSB  of  Quantitative  Methods
     Corporation;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the small  business  issuer as of, and for,  the periods  presented in this
     report;

4.   The  small  business  issuer's  other  certifying  officer(s)  and  I,  are
     responsible  for  establishing  and  maintaining  disclosure  controls  and
     procedures  (as defined in Exchange Act Rules  13a-15(e)  and 15d-15(e) for
     the small business issuer and have:

     a)   Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision, to ensure that material information relating to the small
          business  issuer,  including its  consolidated  subsidiaries,  is made
          known to us by others within those entities,  particularly  during the
          period in which this report is being prepared;

     b)   Evaluated the effectiveness of the small business issuer's  disclosure
          controls and procedures  and presented in this report our  conclusions
          about the effectiveness of the disclosure controls and procedures,  as
          of the  end of the  period  covered  by  this  report  based  on  such
          evaluations; and

     c)   Disclosed  in this  report  any change in the smal  business  issuer's
          internal  control over financial  reporting  that occurred  during the
          small business issuer's most recent fiscal quarter (the small business
          issuer's  fourth fiscal  quarter in the case of an annual report) that
          has materially affected, or is reasonably likely to materially affect,
          the small business issuer's internal control over financial reporting;
          and

5.   The  small  business  issuer's  other  certifying  officer(s)  and  I  have
     disclosed,  based on our most recent  evaluation  of internal  control over
     financial reporting,  to the small business issuer's auditors and the audit
     committee of the small  business  issuer's  board of directors  (or persons
     performing the equivalent functions):

     a)   All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the small  business  issuer's
          ability   to  record,   process,   summarize   and  report   financial
          information; and

     b)   Any fraud, whether or not material,  that involves management or other
          employees who have a significant  role in the small business  issuer's
          internal control over financial reporting.


Date:  May 14, 2004


/s/  Helga Leuthe
Director and Secretary/Treasurer


                                       16

<PAGE>


                                                                    Exhibit 32.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report on Form 10QSB of Quantitative Methods
Corporation (the "Company") for the quarter ended March 31, 2004 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), the
undersigned Bernard Bousseau, President and Director of Quantitative Methods
Corporation, and Helga Leuthe, Secretary/Treasurer and Director of Quantitative
Methods Corporation, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  The Report fully complies with the  requirements  of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

(2)  The information  contained in the Report fairly  presents,  in all material
     respects, the financial condition and results of operations of the Company.

Dated: May 14, 2004


/s/  Bernard Bousseau
Bernard Bousseau, President and Director


/s/  Helga Leuthe
Helga Leuthe, Secretary/Treasurer and Director




                                       17