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, 2000

                         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 Identification No.)
 incorporation or organization)

                       203-6200 Taschereau Boulevard East
                            Brossard (Quebec) Canada
                                     J4W 3J8
         (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 May 31, 2000
-------------------------------------       ------------------------------------
$.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, 2000

                                TABLE OF CONTENTS




General
Index


PART I


     Item 1. -  Consolidated Financial Statements: (Unaudited)

                  Balance Sheets -
                      March 31, 2000 and December 31, 1999                F-1

                  Statements of Operations -
                      Three Months ended March 31, 2000 and 1999
                         and from Date of Inception to March 31, 2000     F-2

                  Statements of Cash Flows -
                      Three Months ended March 31, 2000 and 1999
                         and from Date of Inception to March 31, 2000     F-3

                  Notes to Consolidated Financial Statements              F-4


Item 2. -  Management's  Discussion  and  Analysis of  Financial
           Condition  and Results of Operations                           4-6



                                        2

<PAGE>



                                     PART I
                              FINANCIAL INFORMATION

ITEM 1. - Financial Statements.


                                        3

<PAGE>


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

<TABLE>
<CAPTION>
                                                                      March 31,               December 31,
                                                                        2000                      1999
                                                                  ----------------           ---------------
                                                                     (Unaudited)               (Unaudited)
ASSETS
     CURRENT ASSETS
<S>                                                               <C>                        <C>
         Cash                                                     $              -           $             -
         Accounts receivable                                                24,804                    27,412
         Income tax recoverable                                            115,135                   111,185
         Prepaid expenses                                                    2,370                     2,778
                                                                  ----------------             -------------

                           TOTAL CURRENT ASSETS                            142,309                   141,375

PLANT & EQUIPMENT                                                           47,266                    50,816
                                                                     -------------             -------------

OTHER ASSETS
     Patents and trademarks                                                 27,937                    30,576
     Deferred tax benefit                                                   60,576                    55,997
                                                                     -------------             -------------
                                                                            88,513                    86,573
                                                                     -------------             -------------

TOTAL ASSETS                                                      $        278,088           $       278,764
                                                                     =============             =============

LIABILITIES & EQUITY
     CURRENT LIABILITIES
         Bank indebtedness                                        $         41,418           $        34,411
         Bank loan                                                          50,000                    75,000
         Accounts payable and accrued expenses                             386,901                   328,236
         Current portion of long-term debt                                       -                    13,705
                                                                     -------------             -------------

                      TOTAL CURRENT LIABILITIES                            478,319                   451,352

LONG-TERM DEBT                                                             147,041                   127,621
                                                                     -------------             -------------

                                                                           625,360                   578,973
                                                                     -------------             -------------
STOCKHOLDERS' EQUITY 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                                          1,851,072                 1,851,072
     Deficit accumulated during the                                  (   2,213,819)           (    2,166,756)
                                                                      ------------              ------------
         development stage

         TOTAL STOCKHOLDERS' EQUITY                                  (     347,272)           (      300,209)
                                                                      ------------              ------------

                                                                  $        278,088           $       278,764
                                                                     =============             =============
</TABLE>


                                      F - 1

<PAGE>



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



<TABLE>
<CAPTION>
                                                               Three Months Ended               Date of Inception
                                                                    March 31,                      to March 31,
                                                           2000                  1999                  2000
                                                     ----------------      ---------------       ---------------
<S>                                                  <C>                   <C>                   <C>
SALES                                                $              0      $             0       $             0
                                                       --------------        -------------         -------------
General Administrative expenses
     Professional fees                                          2,904                5,994               141,645
     Consulting                                                     -               61,194               699,691
     Salaries and fringe benefits                              11,597               13,053               356,213
     Rent                                                       5,987                5,430               107,642
     Traveling and business promotion                           1,252                    -               101,168
     Office expenses                                              500                1,453                44,330
     Research and development                                  11,222               25,006               109,593
     Telephone and communication                                  972                2,292                92,579
     Car expenses                                                   -                    -                18,235
     Insurance, taxes and licenses                                488                  477                24,174
     Interest and bank charges                                  2,961                1,639                60,057
     Interest on bank loan                                      2,991                1,407                35,262
     Loss on disposal of investment                                 -                    -                34,845
     Depreciation of fixed assets                               3,550                4,527                97,485
     Depreciation of deferred expenses                          2,639                2,460                31,330
     Decrease in value of
         software development costs                                 -                    -               149,573
                                                       --------------        -------------         -------------

Total general and administrative expenses                      47,063              124,932             2,103,822
                                                       --------------        -------------         -------------

                           NET INCOME (LOSS)
                         BEFORE INCOME TAXES           (       47,063)      (      124,932)       (    2,103,822)
                                                       --------------        -------------         -------------

                                INCOME TAXES
                                    DEFERRED                        -                    -        (            -
                                                       --------------        -------------         -------------

                           NET INCOME (LOSS)           (       47,063)      (      124,932)       (    2,103,822)

                         TOTAL COMPREHENSIVE
                               INCOME (LOSS)         $ (       47,063)    $ (      124,932)      $(    2,103,822)
                                                        =============        =============        ==============

Net income (loss) per weighted
     average share                                   $ (          .00)    $ (          .01)
                                                        =============        =============

Weighted average number of common
     shares used to compute net income
     (loss) per weighted average share                     10,300,000            9,300,000
                                                       ==============        =============
</TABLE>



                                      F - 2

<PAGE>



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

<TABLE>
<CAPTION>
                                                               Three Months Ended               Date of Inception
                                                                    March 31,                      to March 31,
                                                           2000                  1999                  2000
                                                     ----------------      ---------------       ---------------
OPERATING ACTIVITIES
<S>                                                  <C>                   <C>                   <C>
Net earnings (loss)                                  $ (       47,063)     $ (     124,932)      $ (   2,103,822)
Items not requiring cash outlays:
     Foreign Exchange fluctuation                      (           93)                   -         (          93)
     Loss on disposal of investment                                 -                    -                34,845
     Depreciation of fixed assets
         and deferred costs                                     6,189                6,987               128,815
     Deferred income taxes                                          -                    -                     -
     Decrease in value of software
         development costs                                          -                    -               172,682
                                                       --------------      ---------------         -------------

                                                       (       40,967)       (     117,945)        (   1,767,573)

Changes in non-working capital items                           28,245               14,598               234,110
                                                       --------------        -------------         -------------


     NET CASH PROVIDED
BY OPERATING ACTIVITIES                                (       12,722)       (     103,347)        (   1,533,463)
                                                        -------------         ------------         -------------

INVESTING ACTIVITIES
     Acquisition of investment                                      -                    -         (     100,747)
     Proceeds of disposal of investment                             -                    -                65,902
     Increase in software development costs                         -                    -         (     172,682)
     Acquisition of fixed assets
         and deferred expenses                                      -        (         155)        (     204,018)
                                                       --------------         ------------         -------------

                             NET CASH (USED)
                     BY INVESTING ACTIVITIES                        -        (         155)        (     411,545)
                                                       --------------         ------------         -------------

FINANCING ACTIVITIES
     Variation of advances from a shareholder                  19,419               82,400               147,040
     Net proceeds of issuance of shares                             -                  500             1,756,550
     Addition to long-term debt                                     -                    -               134,680
     Repayment of long-term debt                       (       13,704)       (       8,333)       (      134,680)
                                                        -------------        -------------         -------------

                             NET CASH (USED)
                     BY FINANCING ACTIVITIES                    5,715               74,567             1,903,590
                                                       --------------        -------------         -------------

         INCREASE (DECREASE) IN CASH
                        AND CASH EQUIVALENTS           (        7,007)       (      28,935)       (       41,418)

         CASH AND CASH EQUIVALENTS
                        AT BEGINNING OF YEAR           (       34,411)       (      42,556)                    -
                                                        -------------        -------------        --------------

         CASH AND CASH EQUIVALENTS
                            AT END OF PERIOD         $ (       41,418)     $ (      71,491)    $ (        41,418)
                                                        =============        =============        ==============

</TABLE>



                                      F - 3

<PAGE>



                 QUANTITATIVE METHODS CORPORATION AND SUBSIDIARY
                          (A Development Stage Company)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2000



The unaudited  consolidated financial statements for the quarter ended March 31,
2000, 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
stockholder's  deficit for the quarter then ended,  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, 1999.


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  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.

         The  historical  financial  statements  prior to December  31, 1998 are
         those of Softguard Enterprises Inc.


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 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 for the
         foreseeable future.

         The Company has incurred operating losses since inception. At March 31,
         2000,  the  subsidiary  has an  accumulated  deficit of $2,213,819  and
         current liabilities exceeded current assets by $336,010.

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, without creating new debt.


                                      F - 4

<PAGE>



                 QUANTITATIVE METHODS CORPORATION AND SUBSIDIARY
                          (A Development Stage Company)
        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                 March 31, 2000



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 March 31, 2000 include the
         accounts  of the  Company and its wholly  owned  subsidiary,  Softguard
         Enterprises,  Inc.  ("Softguard")  whose  primary  business is software
         development.

         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 Deferred expenses
         Depreciation and Amortization
         Fixed  assets and  deferred  expenses are  accounted  for at cost.  The
         Company depreciates its fixed assets and deferred expenses 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%
            Deferred expenses           Straight-line method           20%

         The carrying value of the property and equipment is evaluated  whenever
         significant  events of 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.


                                      F - 5

<PAGE>



                 QUANTITATIVE METHODS CORPORATION AND SUBSIDIARY
                          (A Development Stage Company)
        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                 March 31, 2000



         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.

         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.  Such estimates of significant
         accounting sensitivity are allowance for doubtful accounts.

         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  exposed  to  interest  rate risk on the bank loan.
         Changes in the interest rate of 1% would 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 year-end exchange
         rate.  Any gain or loss due to exchange  fluctuation  is charged to the
         statement of loss.


                                      F - 6

<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 based on a series of Master, Sub-Station and Proxy servers.

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. The system was developed in a Unix environment, based on
Linux.  The free POSIX operating  system  architecture is robust,  efficient and
stable.

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.

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.

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 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.

Softguard's  objective is 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.

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
unlicenced, 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.


                                        4

<PAGE>



At the  present  time,  the  Company's  main focus is to take  advantage  of the
tremendous growth of the multi-billion dollar Internet industry that is creating
virtually unlimited acquisition and merger possibilities. To meet the objectives
of its business plan in the short-term  and to invest in and ensure  sustainable
growth of a  diversified  portfolio  of  emerging  e-business,  these  potential
business ventures would provide a source of eventual profit to the Company.

During  1999,  the  Company  entered  into a verbal  agreement  to acquire  100%
interest in SolarPro Reg'd (Gestion Danpe Inc.)  ("SolarPro"),  a Canadian-based
solar  technology  equipment  manufacturer  and distributor  located in Asbestos
(Quebec) Canada. 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  SolarPro  since
August 1996.

The Company  hopes to finalize  this  acquisition  in the third quarter of 2000,
pending the approval and markings from the Canadian Standards  Association (CSA)
for the National Recognized Testing  Laboratories  (NRTL)  certification for the
solar units.  SolarPro is the top-line and unique  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,   SolarPro   will   develop   a   significant
business-to-business  e-model and relocate  their  manufacturing  facilities  in
order to expand operations and focus resources on product development, sales and
distribution.

The Company has also initiated discussions which are nearing the contract stage,
with SysDem, Inc. ("SysDem"), a Canadian corporation based in Longueuil (Quebec)
Canada. SysDem is an Internet marketing service bureau incorporating proprietary
server  technology  that  offers a better,  faster,  cheaper  and simpler way of
marketing  with  personalized  email.  The  integration  of  the  best  database
marketing practices into high volume mail merge functionality allows the massive
delivery of highly personalized messages to permission-granted  customers. Since
the  product  launch in April  1999,  this  system has  delivered  double  digit
response rates for clients.  QTTM's management  believes that the combination of
Softguard's technology with SysDem's personalized email delivery system would be
a major development for on-line marketing.

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 2000 to solicit new
business.

Operating Results
The Company  incurred a net loss of $47,063  during the quarter  ended March 31,
2000 ("the first  quarter"),  compared  to a net loss of  $124,932  for the same
period in 1999,  which  represents a decrease of $77,869.  The decreased loss of
$61,194 in general and  administrative  expenses  for this  period is  primarily
attributable  due  to  the  decrease  in  consulting  fees  related  to  project
management and also a decrease of $13,784 in research and development costs.

The majority of the losses  incurred by the Company during this quarter were the
result of the on-going efforts of the Company's  subsidiary Softguard to advance
the development of its software security and document  authentication  programs.
Management believes that by substantially  reducing the corporate overhead costs
the  Company  will be able to  provide  additional  cash flow for the  Company's
growth phase.

Softguard is currently  attempting to finalize a business alliance with a highly
reputable  Montreal-based  information technology solution provider specializing
in the field of security.  Established in 1988, this firm has an excellent track
record and well established client base that consists of major  organizations in
a multitude of industries.  The objective of this arrangement is to complete the
development  activities and customize  Softguard's Quorum product to fulfil each
of their client's specific requirements. As a result

                                        5

<PAGE>



of  the  association,  Softguard's  research  and  development  staff  would  be
transferred  to their  premises in order to oversee the project  management  and
provide necessary leadership and technical expertise.

Liquidity and Capital Resources
The  Company  is  currently  in  negotiations  with a major  investor  to  raise
additional  equity  financing  capital  to meet its short and  long-term  growth
objectives,   including  the  acquisition  of  potentially   favorable  business
opportunities.  Although  there can be no  assurance  that the  Company  will be
successful  in its  endeavors,  management  is also seeking  additional  capital
investment   through   other  sources  to  fulfill   research  and   development
requirements.

The significant  reduction in scientific  research and experimental  development
grants has made a  substantial  impact on the Company's  cash flow.  Softguard's
eligibility  status to qualify  for these  investment  tax  credits  has changed
because it is no longer a Canadian  controlled  corporation.  In  addition,  the
reduction of research and development  staff was a result of Softguard  focusing
efforts on the final development stage of the SLNS product.  The majority of the
development of the Quorum product was put on hold until more outside  funding is
available.

Marketing Plan
The Company intends to implement a cost-effective  marketing  strategy through a
process of  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 2000 to solicit new
business.

Conclusion
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.

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.



                                   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:  June 21, 2000         By: s\ Robert L. Seaman
                                  ROBERT L. SEAMAN, President and Director


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