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, 2001
                                                 --------------



                         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 March 31, 2001
------------------------------------           --------------------------------
$.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, 2001

                                TABLE OF CONTENTS


General
Index


PART I


Item 1. -  Consolidated Financial Statements:

    Balance Sheets -
     March 31, 2001 (Unaudited) and December 31, 2000 (Audited)            3

     Statements of Operations - (Unaudited)
         Three Months ended March 31, 2001 and 2000
             and from Date of Inception to March 31, 2001                  4

     Statements of Cash Flows - (Unaudited) Three Months ended March
         31, 2001 and 2000
             and from Date of Inception to March 31, 2001                  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>
                                                                      March 31,               December 31,
                                                                        2001                      2000
                                                                  ----------------           ---------------
                                                                     (Unaudited)                (Audited)
ASSETS
   CURRENT ASSETS
<S>                                                               <C>                        <C>
     Accounts receivable                                          $          8,531           $         8,457
     Income tax recoverable                                                 28,690                    94,307
     Prepaid expenses                                                          158                         0
                                                                  ----------------           ---------------

                                      TOTAL CURRENT ASSETS                  37,379                   102,764

PLANT & EQUIPMENT                                                           34,007                    37,554
                                                                  ----------------           ---------------

OTHER ASSETS
   Patents and trademarks                                                   16,380                    18,820
                                                                  ----------------           ---------------

                                              TOTAL ASSETS        $         87,766           $       159,138
                                                                  ================           ===============

LIABILITIES & (DEFICIT)
   CURRENT LIABILITIES
     Cash overdraft                                               $          2,163           $         1,446
     Bank loan                                                              16,747                    16,747
     Accounts payable and accrued expenses                                 397,828                   455,489
     Payable - shareholders                                                254,153                   261,103
                                                                  ----------------           ---------------

                                 TOTAL CURRENT LIABILITIES                 670,891                   734,785

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                     (2,434,672)               (2,427,194)
                                                                  ----------------           ---------------

                             TOTAL STOCKHOLDERS' (DEFICIT)                (583,125)                 (575,647)
                                                                  ----------------           ---------------

                                                                  $         87,766           $       159,138
                                                                  ================           ===============
</TABLE>


See Notes to Consolidated Financial Statements.

                                        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,
                                                           2001                  2000                  2001
                                                     ----------------      ---------------       ---------------
<S>                                                  <C>                   <C>                   <C>
SALES                                                $              0      $             0       $             0
                                                     ----------------      ---------------       ---------------

General Administrative expenses
   Professional fees                                                0                2,832               151,351
   Consulting                                                       0                    0               744,034
   Salaries and fringe benefits                                     0               11,597               370,641
   Rent                                                             0                5,987               117,482
   Traveling and business promotion                                 0                1,252               114,167
   Office expenses                                              2,062                  572                50,944
   Research and development                                         0               15,801               344,627
   Telephone and communication                                    439                  972               100,117
   Car expenses                                                     0                    0                18,235
   Insurance, taxes and licenses                                    0                  488                24,583
   Interest and bank charges                                      339                  503                23,809
   Interest on bank loan                                       (1,349)               5,449                75,276
   Loss on disposal of investment                                   0                    0                34,845
   Depreciation of fixed assets                                 3,547                3,550               111,678
   Depreciation of deferred expenses                            2,439                2,439                42,886
                                                     ----------------      ---------------       ---------------

Total general and administrative expenses                       7,477               51,442             2,324,675
                                                     ----------------      ---------------       ---------------

                           NET INCOME (LOSS)
                         BEFORE INCOME TAXES                   (7,477)             (51,442)           (2,324,675)
                                                     ----------------      ---------------       ---------------

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

                           NET INCOME (LOSS)         $         (7,477)     $       (51,442)      $    (2,324,675)
                                                     ================      ===============       ===============

BASIC AND DILUTED LOSS
   PER SHARE
Net (loss) per weighted average share                $           (.00)     $          (.00)
                                                     ================      ===============

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

</TABLE>


See Notes to Consolidated Financial Statements.

                                        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,
                                                           2001                  2000                 2001
                                                     ----------------      ---------------     -----------------
OPERATING ACTIVITIES
<S>                                                  <C>                   <C>                 <C>
Net earnings (loss)                                  $         (7,477)     $       (51,442)    $      (2,324,675)
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                                             5,985                5,989               154,564
   Investment tax credit adjustment                                 0                    0                21,554
   Decrease in value of software
     development costs                                              0                    0               172,682
                                                     ----------------      ---------------     -----------------
                                                               (1,492)             (45,453)           (1,650,840)
Changes in non-working capital items                            7,725               18,329               355,643
                                                     ----------------      ---------------     -----------------

                   NET CASH PROVIDED (REQUIRED)
                        BY OPERATING ACTIVITIES                 6,233              (27,124)           (1,295,197)
                                                     ----------------      ---------------     -----------------

INVESTING ACTIVITIES
   Acquisition of investment                                        0                    0              (100,747)
   Proceeds of 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
   Variation of advances from a shareholder                    (6,950)              19,420               254,153
   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              (13,705)             (134,680)
                                                     ----------------      ---------------     -----------------

                       NET CASH PROVIDED (USED)
                        BY FINANCING ACTIVITIES                (6,950)               5,715             1,705,513
                                                     ----------------      ---------------     -----------------

                    INCREASE (DECREASE) IN CASH
                           AND CASH EQUIVALENTS                  (717)             (21,409)               (2,163)

                      Cash and cash equivalents
                         at beginning of period                (1,446)             (11,498)                    0
                                                     ----------------      ---------------     -----------------

                      CASH AND CASH EQUIVALENTS
                               AT END OF PERIOD      $         (2,163)     $       (32,907)    $          (2,163)
                                                     ================      ===============     =================

                         CASH PAID FOR INTEREST      $         (1,349)     $         5,449     $          75,276

</TABLE>

See Notes to Consolidated Financial Statements.

                                        5

<PAGE>



                 QUANTITATIVE METHODS CORPORATION AND SUBSIDIARY
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2001


The unaudited  consolidated financial statements for the quarter ended March 31,
2001, 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, 2000.

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.

         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.

         The Company has incurred operating losses since inception. At March 31,
         2001, the subsidiary has an accumulated deficit of $2,004,927.

         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.


                                        6

<PAGE>



                 QUANTITATIVE METHODS CORPORATION AND SUBSIDIARY
                          (A Development Stage Company)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                 March 31, 2001



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, 2001 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 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.


                                        7

<PAGE>



                 QUANTITATIVE METHODS CORPORATION AND SUBSIDIARY
                          (A Development Stage Company)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                 March 31, 2001


         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.

         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 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 ("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.

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 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

                                        9

<PAGE>



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.

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 the second quarter of 2001. 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 $7,477  (CDN) for the  quarter  ended  March 31, 2001 ("the first
quarter"),  as compared to a loss of $51,442  (CDN) for the same period in 2000,
which represents a decrease of $43,965 (CDN). The decrease in expenses

                                       10

<PAGE>



between the two periods,  for the first quarter,  was mainly attributable to the
temporary cutback in salaries and research and development costs.

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 2001 to solicit new
business.

Liquidity and Capital Resources
The significant  reduction in scientific  research and experimental  development
grants  has  created  a  substantial  decrease  in  providing  cash flow for the
subsidiary.  Softguard's  eligibility status to qualify for these investment tax
credits has changed because it is no longer a Canadian controlled corporation.

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 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.



                                       11

<PAGE>


                                   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: May 21, 2001        By: s\ Robert L. Seaman
                               -------------------------------------
                           ROBERT L. SEAMAN, President and Director


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