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 June 30, 2002
                                  -------------



                         Commission File No.33-55254-42
                                            -----------

                        QUANTITATIVE METHODS CORPORATION
                        --------------------------------
        (Exact name of small business issuer as specified in its charter)

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

                      7575 Trans-Canada Highway, Suite 500
                           St-Laurent (Quebec) Canada
                                     H4T 1V6
         (Address of principal executive offices, including postal code)

          Issuer's telephone number, including area code:(888) 713-2222
                                                         --------------

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 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
equity, as of the latest practicable date.

            Class                            Outstanding as of June 30, 2002
------------------------------------         -------------------------------
$.001 PAR VALUE CLASS A COMMON STOCK               10,300,000 SHARES
                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE

                                        1

<PAGE>






                        QUANTITATIVE METHODS CORPORATION

                            FORM 10-QSB/JUNE 30, 2002

                                TABLE OF CONTENTS




General
Index


PART I


Item 1. -  Consolidated Financial Statements:

   Balance Sheets -
       June 30, 2002 (Unaudited) and December 31, 2001 (Audited)          3

   Statements of Operations - (Unaudited) Three Months ended June
       30, 2002 and 2001 Six Months ended June 30, 2002 and 2001
          and from Date of Inception to June 30, 2002                     4

   Statements of Cash Flows - (Unaudited) Six Months ended June
       30, 2002 and 2001
          and from Date of Inception to June 30, 2002                     5

   Notes to Consolidated Financial Statements                             6


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

                                        2

<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

ITEM 1. - Financial Statements.

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

<TABLE>
<CAPTION>
                                                                      June 30,                December 31,
                                                                        2002                      2001
                                                                  ----------------           ---------------
                                                                     (Unaudited)                (Audited)
ASSETS
     CURRENT ASSETS
<S>                                                               <C>                        <C>
         Accounts receivable                                      $         10,698           $         9,929
         Income tax recoverable                                             32,719                    32,719
                                                                     -------------             -------------

                           TOTAL CURRENT ASSETS                             43,417                    42,648

PLANT & EQUIPMENT net of accumulated depreciation of
      $129,412 and $122,318 at 6/30/02 and 12/31/01 respectively            16,273                    23,367
                                                                     -------------             -------------

OTHER ASSETS
     Patents and trademarks - net of amortization of $44,389
       and $39,617 at 6/30/02 and 12/31/01 respectively                      4,391                     9,163
                                                                     -------------             -------------


TOTAL ASSETS                                                      $         64,081           $        75,178
                                                                     =============             =============

LIABILITIES & (DEFICIT)
     CURRENT LIABILITIES
         Cash overdraft                                           $         16,646           $         8,566
         Bank loan                                                          16,747                    16,747
         Accounts payable and accrued expenses                             354,518                   365,616
         Payable - shareholders                                            343,959                   325,412
                                                                     -------------             -------------

                      TOTAL CURRENT LIABILITIES                            731,870                   716,341

STOCKHOLDERS' (DEFICIT) Common Stock $.001 par value:
         Authorized - 25,000,000 shares
         Issued and outstanding
         10,300,000 shares                                                  15,475                    15,475
     Additional paid-in capital                                          1,836,072                 1,836,072
     Deficit accumulated during the
         development stage                                        (      2,519,336)         (      2,492,710)
                                                                     -------------            --------------


         TOTAL STOCKHOLDERS' (DEFICIT)                            (        667,789)         (        641,163)
                                                                     -------------            --------------

                                                                  $         64,081           $        75,178
                                                                     =============             =============

</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                   Six Months Ended        Date of Inception
                                                    June 30,                            June 30,                  to June
                                              2002             2001              2002             2001              2002
                                          -----------       -----------      -----------       -------          -----------
<S>                                     <C>               <C>              <C>               <C>              <C>
SALES                                   $           0     $           0    $           0     $           0    $           0
                                          -----------       -----------      -----------       -----------      -----------

General and Administrative expenses
     Professional fees                         10,697            16,233           10,697            16,233          183,268
     Consulting                                     0                 0                0                 0          744,034
     Salaries and fringe benefits                   0                 0                0                 0          370,641
     Rent                                         555               370            1,110               370          120,257
     Traveling and business promotion               0             5,984            2,021             5,984          128,486
     Office expenses                      (     3,113)     (        785)    (      2,527)            1,277           50,516
     Research and development                       0                 0                0                 0          344,627
     Telephone and communication                1,181             1,779            2,606             2,219          107,767
     Car expenses                                   0                 0                0                 0           18,235
     Insurance, taxes and licenses                  0                 0                0                 0           24,583
     Interest and bank charges                     38               165              292               504           24,629
     Interest on bank loan                        222               119              560               255           86,362
     Loss on disposal of investment                 0                 0                0                 0           35,946
     Depreciation of fixed assets               3,547             3,547            7,094             7,094          129,412
     Depreciation of deferred expenses          2,387             2,439            4,773             4,878           54,876
     Interest (income)                              0                 0                0       (     1,485)     (    14,300)
                                          -----------       -----------      -----------        ----------       ----------

Total general &administrative expenses         15,514            29,851           26,626            37,329        2,409,339
                                          -----------       -----------      -----------       -----------      -----------

                     NET INCOME (LOSS)
                   BEFORE INCOME TAXES    (    15,514)     (     29,851)    (     26,626)     (     37,329)    (  2,409,339)
                                           ----------       -----------      -----------       -----------      -----------

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

                     NET INCOME (LOSS)  $ (    15,514)   $ (     29,851)  $ (     26,626)   $ (     37,329)  $ (  2,409,339)
                                           ==========       ===========      ===========       ===========      ============

BASIC AND DILUTED LOSS
     PER SHARE
Net (loss) per weighted
     average share                      $ (      .00)    $ (       .00)   $ (       .00)    $ (       .00)
                                           =========        ==========       ==========        ==========
Weighted average number of common
     shares used to compute net (loss)
     per weighted average share           10,300,000        10,300,000       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>
                                                                Six Months Ended                Date of Inception
                                                                    June 30,                        to June 30,
                                                           2002                  2001                  2002
                                                     ----------------      ---------------       ---------------
OPERATING ACTIVITIES
<S>                                                  <C>        <C>        <C>        <C>        <C>     <C>
Net earnings (loss)                                  $(        26,626)    $(        37,329)    $(      2,409,339)
Items not requiring cash outlays:
     Loss on disposal of investment                                 0                    0                34,845
     Stock issued for services                                      0                    0               290,190
     Depreciation of fixed assets
         and deferred costs                                    11,867               11,972               184,288
     Investment tax credit adjustment                               0                    0                21,554
     Decrease in value of software
         development costs                                          0                    0               172,682
                                                       --------------        -------------         -------------

                                                      (        14,759)     (        25,357)      (     1,705,780)

Changes in working capital items                      (        11,867)              21,075               306,294
                                                       --------------         -------------         -------------


                   NET CASH PROVIDED (REQUIRED)
                        BY OPERATING ACTIVITIES       (        26,626)     (         4,282)      (     1,399,486)
                                                       ---------------       --------------        ---------------

INVESTING ACTIVITIES
     Acquisition of investment                                      0                    0        (      100,747)
     Proceeds from disposal of investment                           0                    0                65,902
     Increase in software development costs                         0                    0        (      172,682)
     Acquisition of fixed assets
         and deferred expenses                                      0                    0        (      204,952)
                                                       --------------        -------------         --------------

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

FINANCING ACTIVITIES
     Change in cash overdraft                                   8,080                5,635                16,646
     Variation of advances from a shareholder                  18,546       (        1,353)              343,959
     Net proceeds of issuance of shares                             0                    0             1,451,360
     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                26,626                4,282             1,811,965
                                                       --------------        --------------         -------------

         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
                                                       ==============       ===============       ===============

                         CASH PAID FOR INTEREST      $            560      $           255       $        86,362
</TABLE>

                                        5

<PAGE>





                 QUANTITATIVE METHODS CORPORATION AND SUBSIDIARY
                         (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2002

The unaudited  consolidated  financial statements for the quarter ended June 30,
2002, have been prepared in accordance with the instructions to Form 10-QSB and,
therefore, do not include all information and footnotes necessary for a complete
presentation  of  financial  position,  results  of  operations,  cash flows and
stockholders'   deficit  in  conformity  with  generally   accepted   accounting
principles.  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.  The
results of  operations  for interim  periods are not  necessarily  indicative of
results to be achieved for full fiscal years. For further information,  refer to
the Company's annual  consolidated  financial  statements and related  footnotes
included on Form-10KSB for the year ended December 31, 2001.


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., a software
     development company. Softguard was incorporated in 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.


NOTE 2:       BASIS OF FINANCIAL STATEMENT PRESENTATION AND GOING CONCERN
              ASSUMPTION

     The consolidated financial statements are expressed in Canadian dollars and
     have been  prepared in  accordance  with  accounting  principles  generally
     accepted in the United States of America.

     The Company has  incurred  operating  losses since  inception.  At June 30,
     2002, the subsidiary has an accumulated deficit of $2,059,063.

     In view of these matters,  the Company's  continued  existence is dependent
     upon its  ability  to  generate  sufficient  cash  flow to cover  operating
     expenses and to invest in future operations.

     Management's  goals are to increase  revenues and shareholder value through
     acquisitions of business  opportunities  in the technology  sector.  QTTM's
     management believes that actions presently being taken to obtain additional
     capital  investments  through  private  placement or other  financing  will
     provide adequate working capital over the next twelve months and enable the
     Company to continue as a going concern.


                                        6

<PAGE>





                 QUANTITATIVE METHODS CORPORATION AND SUBSIDIARY
                          (A Development Stage Company)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                  June 30, 2002

NOTE 3:       SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

     Accounting Method
     The Company  recognizes  income and expenses based on the accrual method of
     accounting.

     Consolidation
     The  consolidated  financial  statements  for June  30,  2002  include  the
     accounts  of  the  Company  and  its  wholly  owned  subsidiary,  Softguard
     Enterprises, Inc. ("Softguard").

     Softguard  is  currently  the main line of business  for the  Company.  All
     significant   inter-company    transactions   have   been   eliminated   on
     consolidation.

     Cash and Cash Equivalents
     For financial statement  purposes,  the Company considers all highly liquid
     investment with an original maturity of three months or less when purchased
     to be cash equivalents.

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

     Earnings (Loss) Per Share
     Earnings  or loss per common and common  equivalent  share is  computed  by
     dividing  net  earnings  (loss)  by  the  weighted  average  common  shares
     outstanding during each period.

     Fixed Assets and Patents

     Depreciation and Amortization
     Fixed assets and patents are accounted for at cost. The Company depreciates
     its fixed assets and patents  according to the following methods and annual
     rates:
      Computer equipment            Declining-balance method       30%
      Computer software             Declining-balance method       30%
      Furniture and fixtures        Declining-balance method       20%
      Office equipment              Declining-balance method       20%
      Leasehold Improvements        Straight-line method           33%
      Patents                       Straight-line method           20%

     The  carrying  value of the property  and  equipment is evaluated  whenever
     significant  events or  changes  occur that might  indicate  an  impairment
     through comparison of the carrying value to the net recoverable amount.

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

     Research and Development Costs
     All  research  and  development   costs,   which  establish   technological
     advancement,  are  charged  to  operations  in the year in  which  they are
     incurred.

     Income Taxes
     The Company  records the income tax effect of transactions in the same year
     that the transactions enter into the determination of income, regardless of
     when the  transactions  are  recognized  for tax purposes.  Tax credits are
     recorded in the year realized.


                                        7

<PAGE>






                 QUANTITATIVE METHODS CORPORATION AND SUBSIDIARY
                          (A Development Stage Company)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                  June 30, 2002

     The  Company  uses  the  assets  and  liabilities  approach  for  financial
     accounting and reporting of income taxes.  Under this method,  deferred tax
     assets  and   liabilities  are  recognized  for  the  expected  future  tax
     consequences   of  events  that  have  been  recognized  in  the  financial
     statements or tax returns. Deferred tax assets and liabilities are measured
     using tax rates  expected to apply to taxable  income in the years in which
     those temporary  differences  are expected to be recovered or settled.  The
     effect on deferred tax assets and  liabilities  of a change in tax rates is
     recognized in earnings in the period in which the change occurs.

     Use of Estimates
     The financial  statements  have been prepared in conformity  with generally
     accepted  accounting  principles,  and as such, requires management to make
     estimates  and  assumptions  that  affect the  reported  amounts of assets,
     liabilities,  revenues and expenses during the reporting period.  Estimates
     also affect the disclosure of contingent assets and liabilities at the date
     of  the  financial  statements.   Actual  results  could  differ  from  the
     estimates.

     Fair Value of Financial Instruments
     Due to their short-term maturity,  the carrying values of certain financial
     instruments  were assumed to approximate  their fair values.  The financial
     instruments  include:  sales tax  receivable and advances to common control
     company  included  in  current  assets,  trade  accounts  payable,  accrued
     liabilities,  due to a  director  and  demand  loans  included  in  current
     liabilities.

     The  fair  value  of  these  financial  instruments  is  not  significantly
     different than their carrying amounts.

     Credit Risk
     The Company's exposure to credit risk is nil.

     Interest Rate Risk
     The  subsidiary  is not  exposed  to  interest  rate  risk on the bank loan
     because the rate of interest is a fixed  preferential  rate. Changes in the
     interest  rate would  therefore  not have a  significant  effect on the net
     loss, deficit or financial position of the Company.

     Translation of Foreign Currencies
     Monetary assets and  liabilities  are translated at the month-end  exchange
     rate.  Any gain or loss  due to  exchange  fluctuation  is  charged  to the
     statement of loss.

                                        8

<PAGE>





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

History and Purpose
Quantitative  Methods  Corporation  ("QTTM" or the "Company")  was  incorporated
under the laws of the State of Nevada on July 26th,  1990. The Company's  common
stock is currently traded on the OTC Bulletin Board under the symbol "QTTM".

On January 8th,  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.  No material  relationship exists between the
former  management and directors of  Quantitative  Methods  Corporation  and the
current management and directors.

Business Activities
Since its incorporation in June 1995,  Softguard  Enterprises Inc. has dedicated
itself to the research and product  development of  technologies  for use in the
field of information  systems  management and security.  To ensure that customer
security,  performance and robustness of purpose requirements will be met at all
times;   Softguard  has  engineered  a  unique  Internet   client/server  system
technology.

Softguard is a  development  stage  enterprise  and has had no revenues to date.
Softguard's   resources   have  been   committed   to  the   implementation   of
state-of-the-art  Internet  protocols to create  leading-edge  software security
solutions  in the  development  of a discreet,  non-intrusive,  intelligent  and
universal architecture.

Reaching the final development stages of the system and core architecture,  this
work has primarily consisted of the creation of two products that fall under the
following categories:  A) Software License Notification Service ("SLNS"), and B)
Quorum Document Authentication System ("Quorum").

The working  prototype of SLNS was designed to provide  customers with a secure,
private and efficient  means of verifying  the origin,  legality or integrity of
software within their computing  environment.  It also provides timely access to
product upgrade and security information.

For the corporate  user,  SLNS is an important tool for reducing  liability:  it
helps to guard against malicious or damaged  software,  and provides a method to
establish diligence in license  compliance.  For software and content producers,
it provides a new and effective  means of making  contact with their  user-base,
regardless of whether they are registered customers.  This contact is anonymous,
because  the  service  would  have few  customers  if they felt they were  being
reported to software vendors, but it is very tightly targeted,  since it reaches
exactly those people with particular files on their  computers.  For the systems
administrator,  SLNS  provides  the ability to scan  computers  and networks for
files  satisfying  abstract but important  criteria,  such as originating with a
particular vendor, obsolescence, or change in licensing policy.

Copying and sharing files is getting easier,  and software  packages are getting
more complex.  Corporate system  administrators  have a legal  responsibility to
ensure  that  all  software  and  media  files  are  properly  licensed,  and  a
professional  one to ensure that each file is what it claims to be -  untampered
with and  uninfected  by  viruses,  properly  installed,  and of the most recent
version,  with the least bugs and security  flaws.  Regular  computer users also
need to know if files are genuine,  and would  benefit from a simple way to find
things like help texts and up-to-date  sales and support  information,  starting
from the often mysterious files they see on their hard drives.

SLNS is the first effective solution to providing this information for all types
of files,  regardless of history,  format, or content. It is fast enough to scan
whole hard drives on a routine basis,  and is not deceived by files being moved,
renamed or tampered with. It uses the Internet to provide  up-to-date data about
any file that has been registered.

                                        9

<PAGE>







Technically,  the SLNS  software  has  three  main  components.  The first is an
efficient  means of  taking an  internal  inventory  of the files in a  computer
network. The second is database system for storing and distributing all kinds of
product  data - not just  copyright  and  licensing  notices,  but  promotional,
operational,  sales,  security  and  support  information.  The  third  is a new
Internet  communication method that provides levels of performance,  scalability
and  reliability  that  existing web servers  cannot  approach.  Unlike  current
Internet systems it is engineered for 24/7 operation with near-zero downtime and
millions   of   simultaneous    users.    It   has   aggressive    support   for
internationalization and is very extensible.

SLNS is absolutely not a tool for external  surveillance of enterprises,  and it
does not provide copy prevention or license enforcement.  Great effort went into
making it a non-antagonistic, non-interfering tool of operational diligence that
minimizes  its users'  legal and  security  exposure.  What it does is provide a
solution to the steadily  worsening  problem of computer  users  needing to know
what the externally originating files on their systems are, but - without SLNS -
having  no way to find out.  More  broadly,  it is a  significant  portfolio  of
technologies  for  building  Internet-based  systems  that  far  exceed  present
expectations.

Softguard has submitted a patent application for SLNS to the U.S.  Department of
Commerce,  Patent and Trademark  Office.  The  application has been examined and
allowed for issuance.  Softguard  also has patent pending for the SLNS in Canada
and the contracting state of the European Patent Convention.

Quorum  provides  technology  for  document  validation,  version  control,  and
distributed annotation and approval for organizations that need to verify that a
given file is an authentic replica of an original.

Softguard hopes to be able to expand the core technology and the majority of the
existing code to support  numerous  applications  in the secure  circulation  of
digital information,  including sound and image files, online copyright control,
document security and  confidentiality  audit, as well as virus  protection;  in
short,  supporting  the  intellectual  property  protection  of  every  kind  of
computerized data.

The existing  Softguard  technology  allows for the  identification  of document
content on a number of different bases,  including physical format,  exact form,
and  original  content  before  editing.   The   architecture   underlying  this
identification is inherently extendible,  employing patented techniques to adapt
analysis to the nature of the content under consideration, in cooperation with a
distributed  Internet  database.  Further  development  is  anticipated  in  the
direction of content-type directed analysis and identification,  for instance in
matching documents with source material after re-encoding in formats such as MP3
or JPEG.

The market for the Company's Internet products is highly  competitive,  and QTTM
expects to encounter an increase in  competition.  More and more  companies  are
turning  their  interests  and  resources  towards  security  issues  since  the
resolution  of the Y2K problem.  It is likely that the  competing  entities will
have  significantly  greater  experience,  resources,  facilities,  contacts and
managerial  expertise  and as a  result  will be in a better  position  than the
Company to obtain  access and engage in the proposed  business.  The Company may
not be in a position  to compete  with  larger  and more  experienced  entities.
Consequently,  business  opportunities  in  which  the  Company  may  ultimately
participate are likely to be very risky and extremely  speculative.  Many of the
Company's  competitors  have  significantly  greater  research and  development,
marketing  and  financial   resources  and  therefore,   represent   substantial
competition.

To meet the  objectives of its business plan in the  short-term and to invest in
and ensure  sustainable  growth of a diversified  portfolio  the Company's  main
focus is to take advantage of potential  business  ventures that would provide a
source of eventual profit to the Company.

During  1999,  the  Company  entered  into a verbal  agreement  to acquire  100%
interest in Solar Pro Reg'd (Gestion Danpe Inc.) ("Solar Pro"), a Canadian-based
solar technology equipment manufacturer and distributor.  With this acquisition,
the  Company  would  receive  manufacturing  equipment,  prototypes,  inventory,
accounts  receivable and an established market presence in Canada and the United
States.  Gestion  Danpe,  Inc. was  incorporated  in March 1991 and has operated
under the registered name of Solar Pro since August 1996.

                                       10

<PAGE>





In  September  2000,  Solar Pro  relocated  their  manufacturing  facilities  to
Richmond,  (Quebec)  Canada,  where they will continue to expand  operations and
focus resources on product development, sales and distribution.

On February 15, 2001,  Solar Pro received a  Certificate  of  Compliance,  under
Certificate  number  1143400,  Project number 1143400 and Master Contract number
207583, from CSA International for their full canopy tanning beds (solar units).
The products are now eligible to bear the CSA Mark with  adjacent  indicator "C"
and "US".  These  markings  signify  that the product has been  evaluated to the
applicable  CSA and  ANSI/UL  Standards,  for use in  Canada  and the U.S.  This
includes  products  eligible to bear the NRTL indicator.  NRTL, i.e.  Nationally
Recognized Testing Laboratory, is a designation granted by the U.S. Occupational
Safety  and  Health  Administration  (OSHA)  to  laboratories,  which  have been
recognized to perform certification to U.S. Standards.

As a result of these recent  developments,  the Company  hopes to finalize  this
acquisition  in  2002.  Solar  Pro is a  top-line  manufacturer  using  anodized
extruded  aluminum in the construction of high-end solar units that have minimal
assembly requirements. The primary advantage of these units is the durable, high
quality  finish that extends the useful life of the product line for  commercial
use.

Based on  funding  from  QTTM,  Solar Pro hopes to  expand  their  manufacturing
facilities  in order  to  increase  revenues  and  focus  resources  on  product
development, marketing and distribution.

Operating Results
As a result of the  foregoing,  the  Company  incurred  losses  from  continuing
operations  of  $15,514  (CDN) and  $26,626  (CDN) for the three  months and six
months  ended June 30,  2002,  respectively,  as compared to a losses of $29,851
(CDN) and $37,329 for the corresponding periods in 2001. The decrease of $14,337
(CDN) in general and administrative expenses between the quarters ended June 30,
2002 and 2001 is mainly  attributable to the decreased cost of professional fees
and traveling and business promotion.

The  majority  of the  losses  incurred  by the  Company  were the result of the
on-going efforts of the Company's subsidiary Softguard in promoting its software
security and  document  authentication  programs.  Management  believes  that by
substantially  reducing the corporate overhead costs the Company will be able to
continue its operations.

Softguard  no longer  plans to have an outside  firm  complete  the  development
activities and customize its products.  As a result,  Softguard has  temporarily
suspended all research and development pending further capital investments.

Marketing Plan
Management is of the opinion that the Company's  SLNS  technology,  while as yet
untested in the marketplace,  represents a viable business opportunity. The SLNS
will enable the corporate or other users to ascertain if their  systems  contain
unlicensed, unauthorized or other "rogue" software. Management believes that the
market  for this  product  is  significant.  Management  is unaware of any other
product currently available that addresses this need.

The  Company  intends  to  implement  a  cost-effective  marketing  strategy  by
developing a public  relations  campaign to take advantage of the  opportunities
that  are  being   presented  in  the  technology   industry  with  emphasis  on
Internet-related  businesses.  The Company plans to prepare  detailed  marketing
material, and intends to step-up its marketing activities in 2002 to solicit new
business.

Liquidity and Capital Resources
The  reduction  of  research  and  development  staff was a result of  Softguard
focusing  efforts  on  seeking   additional   working  capital  to  further  the
development  of its products.  The majority of the  development  of the SLNS and
Quorum products was put on hold until more outside financing becomes available.

Conclusion
While management believes,  although there can be no assurance, that the Company
is sufficiently capitalized

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<PAGE>





to continue  operations  for the next twelve  months,  management  is  currently
seeking  additional  capital  investment  to fulfill  research  and  development
requirements which could have a material impact on short-term growth objectives.

Management's  goals are to increase  revenues and shareholder  value through the
acquisition  of potentially  favorable  business  opportunities.  To realize its
business  plan,  QTTM will need to obtain  additional  capital  through  private
placements or other financing to pursue  acquisitions  in the technology  sector
and increase  sales that will permit the Company to satisfy its working  capital
requirements and to continue as a going concern.

                            PART II OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibit 99.1 CEO Certification
                  Exhibit 99.2 CFO Certification


                                   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 the
undersigned, thereunto duly authorized.


                                QUANTITATIVE METHODS CORPORATION



Dated:   August 14, 2002        By: s\ Robert Seaman
                                    ---------------------------------------
                                     ROBERT SEAMAN, President and Director


                                       12

<PAGE>





Exhibit 99.1 CEO Certification

In  connection  with the  quarterly  report on Form 10-QSB for the quarter ended
June 30, 2002 (Report), as filed with the Securities and Exchange Commission, on
the date hereof, the undersigned Chief Executive Officer of Quantitative Methods
Corporation (the "Company"),  certifies to the best of my knowledge, pursuant to
18 USC 1350,  as  adopted  pursuant  to ss.302  and  promulgated  as 18 USC 1350
pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that:

1.   The Report referenced above has been read and reviewed by the undersigned.

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

3.   The Report  referenced  above does not  contain any untrue  statement  of a
     material fact or omit to state a material  fact  necessary in order to make
     the  statements  made,  in  light of the  circumstances  under  which  such
     statements were made, not misleading.

4.   I acknowledge that the management of the Company is solely  responsible for
     the  fair  presentation  in  the  financial  statements  of  the  financial
     position, results of operations and cash flows of the Company in conformity
     with  accounting  principles  generally  accepted  in the United  States of
     America.

Based upon my knowledge,  the  financial  statements,  and other such  financial
information  included in the report,  fairly present the financial condition and
results of  operations  of the  Company as of and for the period  ended June 30,
2002.

In my  opinion,  the  accompanying  interim  financial  statements,  prepared in
accordance with the instructions for Form 10-QSB,  are unaudited and contain all
material adjustments,  consisting only of normal recurring adjustments necessary
to present fairly the financial condition,  results of operations and cash flows
of the Company for the respective interim periods presented.  The current period
results of operations are not necessarily indicative of results which ultimately
will be reported for the full fiscal year.

Additionally, I acknowledge that the Company's Board of Directors and Management
are solely responsible for adopting sound accounting practices, establishing and
maintaining a system of internal control and preventing and detecting fraud. The
Company's  system of internal  accounting  control is designed to assure,  among
other items, that 1) recorded  transactions are valid; 2) valid transactions are
recorded;  and 3)  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  of the  Company  for  the
respective periods being presented.

/s/      Robert L. Seaman
--------------------------------------------
Robert L. Seaman, President,
CEO and Director
Dated:   August 14, 2002
       -------------------------------------


                                       13

<PAGE>




Exhibit 99.2 CFO Certification

In  connection  with the  quarterly  report on Form 10-QSB for the quarter ended
June 30, 2002 (Report), as filed with the Securities and Exchange Commission, on
the date hereof, the undersigned Chief Financial Officer of Quantitative Methods
Corporation (the "Company"),  certifies to the best of my knowledge, pursuant to
18 USC 1350,  as  adopted  pursuant  to ss.302  and  promulgated  as 18 USC 1350
pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that:

a)   The Report referenced above has been read and reviewed by the undersigned.

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

c)   The Report  referenced  above does not  contain any untrue  statement  of a
     material fact or omit to state a material  fact  necessary in order to make
     the  statements  made,  in  light of the  circumstances  under  which  such
     statements were made, not misleading.

d)   I acknowledge that the management of the Company is solely  responsible for
     the  fair  presentation  in  the  financial  statements  of  the  financial
     position, results of operations and cash flows of the Company in conformity
     with  accounting  principles  generally  accepted  in the United  States of
     America.

Basedupon my  knowledge,  the  financial  statements,  and other such  financial
information  included in the report,  fairly present the financial condition and
results of  operations  of the  Company as of and for the period  ended June 30,
2002.

In my  opinion,  the  accompanying  interim  financial  statements,  prepared in
accordance with the instructions for Form 10-QSB,  are unaudited and contain all
material adjustments,  consisting only of normal recurring adjustments necessary
to present fairly the financial condition,  results of operations and cash flows
of the Company for the respective interim periods presented.  The current period
results of operations are not necessarily indicative of results which ultimately
will be reported for the full fiscal year.

Additionally, I acknowledge that the Company's Board of Directors and Management
are solely responsible for adopting sound accounting practices, establishing and
maintaining a system of internal control and preventing and detecting fraud. The
Company's  system of internal  accounting  control is designed to assure,  among
other items, that 1) recorded  transactions are valid; 2) valid transactions are
recorded;  and 3)  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  of the  Company  for  the
respective periods being presented.

/s/      Helga Leuthe
-----------------------------------------------------
Helga Leuthe, CFO, Secretary/Treasurer and
Director
Dated:   August 14, 2002


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