UNITED STATES
                        SECURITY AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-K

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                   OF THE SECURITIES AND EXCHANGE ACT OF 1934

(Mark  One)
(X)   ANNUAL  REPORT  PURSUANT TO SECTION 12 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT  OF 1934
      For  the  year  ended  December  31,  1998

( )   TRANSITION  REPORT  PURSUANT  TO  SECTION 13 OR 15 (d) OF THE SECURITIES
      EXCHANGE  ACT  OF  1934  (NO  FEE  REQUIRED)
      For  the  transition  period

                         Commission  File  Number 1-5996

                             QUAD METALS CORPORATION
             (Exact name of registrant as specified in its charter)

          WASHINGTON                                      91-0835748
(State or Other Jurisdiction of                    (IRS Employer Id. Number)
Incorporation  or  Organization)

                     601 WEST MAIN AVENUE, SUITE 714  99201
              (Address of principal executive offices and Zip Code)

                                 (509) 455-9077
              (Registrant's telephone number, including area code)

Securities  Registered  Under  Section  12  (b)  of  the  Act:
                                      NONE
                                (Title of Class)

Securities  Registered  Under  Section  12  (g)  of  the  Act:
                           COMMON STOCK, NO PAR VALUE
                                (Title of Class)

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

     Indicate  by  check  mark if disclosure of delinquent filers in response to
Item  405  of Regulation S-K is not contained herein, and will not be contained,
to  the  best  of  registrant's  knowledge,  in  definitive proxy or information
statements  incorporated  by reference in Part III or any amendment to this Form
10-K.  (X)

     The  registrant  had  no  revenue  for  the  most  recent  fiscal  year.

     The  registrant's  Common Stock held by non-affiliates of the registrant is
currently  not  trading.  The aggregate market value March 15, 2002 was nil.  As
of  March 15, 2002 there were 95,474,665 shares of the registrant's common stock
outstanding.


<page>
                             QUAD METALS CORPORATION
                             FORM 10-K ANNUAL REPORT
                                DECEMBER 31, 1998

                                TABLE OF CONTENTS


                                                                           PAGE
                                                                           ----
                                     PART I

Item  1.   Business                                                          3

Item  2.   Properties                                                        3

Item  3.   Legal  Proceedings                                                3

Item  4.   Submission  of  Matters  to  a  Vote  of  Security  Holders       3

                                     PART II

Item  5.   Market  for  Registrant's  Common  Equity  and  Related
             Stockholder  Matters                                            3

Item  6.   Selected  Financial  Data                                         4

Item  7.   Management's  Discussion  and  Analysis  of  Financial
              Condition  and  Results  of  Operations                      4-5

Item  7A  Quantitative  and  Qualitative Disclosures about Market Risk       5

Item  8.   Financial  Statements  (Unaudited)                             6-13

Item  9.   Changes in and Disagreements with Accountants on
           Accounting and Financial  Disclosures                            14

                                    PART III

Item  10.  Directors  and  Executive  Officers  of  the  Registrant      14-15

Item  11.  Executive  Compensation                                          15

Item  12.  Security Ownership of Certain Beneficial Owners and Management   16

Item  13.  Certain  Relationships  and  Related  Transactions               17

                                     PART IV

Item  14.  Exhibits,  Financial  Statement  Schedules,  and
           Reports on Form 8-K                                              17

Signatures                                                                  18

Exhibit 3.0                                                 appended to filing








<page>
                             QUAD METALS CORPORATION
                             FORM 10-K ANNUAL REPORT
                                DECEMBER 31, 1998

                                     PART I

ITEM  1  -  BUSINESS

Quad Metals Corporation (the "Company") is a Washington corporation incorporated
in  1968.  The  Company was formed to acquire interests in mining properties and
explore  for  precious  metals  and  other  commercial minerals. The Company was
unsuccessful  in  its activities and has been substantially inactive since 1991.

During  1998,  the  Company  reinstated  its  corporate  charter in the State of
Washington  and  began  efforts to favorably position itself to seek alternative
business  opportunities.

ITEM  2  -  PROPERTIES

As  of  December  31,  1998,  the  Company  had  no  properties.

ITEM  3  -  LEGAL  PROCEEDINGS

The registrant has no legal actions pending against it and is not a party to any
suits  in  any  court  of  law.


ITEM  4  -  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

No  matters  were  submitted  to  a  vote  of  security  holders  during  1998.



                                     PART II

ITEM  5  -  MARKET  FOR  REGISTRANT'S  COMMON  EQUITY  AND  RELATED
              STOCKHOLDER  MATTERS

The  Company's  common  stock  has  been inactive for several years and there is
currently  not  a  public  trading  market for the Company's common stock on any
organized  exchange.

Holders.     The  number  of  stockholders  of  record  on  March  15,  2002 was
approximately  942.

Dividends.     The Company has declared no cash or stock dividends on its common
stock  since inception and does not anticipate declaring or paying cash or stock
dividends  in  the  future.














<page>
                             QUAD METALS CORPORATION
                             FORM 10-K ANNUAL REPORT
                                DECEMBER 31, 1998

ITEM  6  -  SELECTED  FINANCIAL  DATA

The  following  data  should be read in conjunction with the Company's financial
statements  and  the  notes  thereto:

Selected  Income  Statement  Data:
                                           Year Ended December 31,
                               ------------------------------------------------
                                 1994      1995      1996      1997     1998
                               --------  --------  --------  --------  --------

Net Revenues                        -0-       -0-       -0-       -0-       -0-
Net income (loss)                   -0-       -0-       -0-       -0-   (2,824)
Per share                           Nil       Nil       Nil       Nil       Nil
Cash dividends per  share      $    -0-       -0-       -0-       -0-       -0-

Selected  Balance  Sheet  Data:
                                         Year Ended December 31,
                      ----------------------------------------------------------
                          1994       1995        1996        1997        1998
                      ----------  ----------  ----------  ----------  ----------

Current Assets               -0-         -0-         -0-         -0-         -0-
Current Liabilities          -0-         -0-         -0-         -0-      2,824

Working Capital              -0-         -0-         -0-         -0-     (2,824)
Total Assets                 -0-         -0-         -0-         -0-         -0-
Long-term debt               -0-         -0-         -0-         -0-         -0-
Stockholders' Equity
  (Deficit)          (2,192,824) (2,192,824) (2,192,824) (2,192,824) (2,195,648)

ITEM  7  -  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION
            AND  RESULTS  OF  OPERATIONS

     PLAN  OF  OPERATIONS

The  Company's  purpose  is  to  seek,  investigate  and,  if such investigation
warrants,  acquire  an  interest  in  business  opportunities presented to it by
persons  or  firms  who  or  which desire to seek the perceived advantages of an
Exchange Act registered corporation.  The primary method the Company will use to
find  potential  merger  or acquisition candidates will be to run classified ads
seeking  companies,  which  are  looking  to  merge  with  a  public  shell.

Management  of the Company, while not especially experienced in matters relating
to  the  new business of the Company, will rely primarily upon their own efforts
to  accomplish the business purposes of the Company.  It is not anticipated that
any  outside consultants or advisors, other than the Company's legal counsel and
accountants, will be utilized by the Company to effectuate its business purposes
described  herein









<page>
                             QUAD METALS CORPORATION
                             FORM 10-K ANNUAL REPORT
                                DECEMBER 31, 1998

ITEM  7  -  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION
              AND  RESULTS  OF  OPERATIONS  (CONTINUED)

     FINANCIAL  CONDITION  AND  LIQUIDITY

Total  assets  at  December  31,  1998  were  $0, no change from the prior year.
During  the  year  ended  December  31,  1998  no  cash was generated or used by
operating  activities  of  the  Company.    The Company has no recurring revenue
from  operating activities and plans to fund its future operations through sales
of  its  unregistered  common  stock.

ITEM  7A  -  QUANTITATIVE  AND  QUALITATIVE  DISCLOURES  ABOUT  MARKET  RISK

At  December  31,  1998,  the  Company  was  not and currently is not exposed to
foreign  currency,  interest  rate  and  securities  price  risks.







              [The balance of this page left intentionally blank.]



































<page>
                             QUAD METALS CORPORATION
                             FORM 10-K ANNUAL REPORT
                                DECEMBER 31, 1998


ITEM  8  -  FINANCIAL  STATEMENTS  (UNAUDITED)

INDEX  TO  FINANCIAL  STATEMENTS

     Page
     ----


Balance  Sheets,  December  31,  1998,  1997  and  1996                 7

Statements of Operations for the years ended
   December 31, 1998, 1997 and 1996                                     8

Statements of Changes in Stockholders' Deficit
for  the  years  ended  December  31, 1998, 1997 and 1996               9

Statements of Cash Flows for the years
ended December 31, 1998, 1997 and 1996                                 10

Notes  to  Financial  Statements                                    11-13





































<page>
QUAD METALS CORPORATION
BALANCE  SHEETS  (UNAUDITED)
December  31,  1998,  1997  and  1996


                                     ASSETS


                                        1998          1997          1996
                                    ------------  ------------  ------------

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




                      LIABILITES AND STOCKHOLDERS' DEFICIT

Current  liabilities:
  Accounts payable                  $     2,824   $         0   $         0
                                    ------------  ------------  ------------
TOTAL LIABILITIES                         2,824             0             0
                                    ------------  ------------  ------------

Stockholders' deficit:
Common stock, no par value,
  40,000,000 shares authorized,
  35,474,665 shares issued and
  outstanding                         2,192,824     2,192,824     2,192,824
Accumulated deficit                  (2,195,648)   (2,192,824)   (2,192,824)
                                    ------------  ------------  ------------
    Total stockholders' deficit          (2,824)            0             0
                                    ------------  ------------  ------------

TOTAL LIABILITIES AND
   STOCKHOLDERS' DEFICIT            $         0   $         0   $         0
                                    ============  ============  ============






















The accompanying notes are an integral part of these financial statements.

<page>
QUAD METALS CORPORATION
STATEMENTS  OF  OPERATIONS  (UNAUDITED)
For  the  years  ended  December  31,  1998,  1997  and  1996



                                        1998          1997          1996
                                    ------------  ------------  ------------
Operating  expenses:
  Legal expense                     $     2,824   $         0   $         0
                                    ------------  ------------  ------------

NET LOSS                            $    (2,824)  $         0   $         0
                                    ============  ============  ============


Net loss per common share           $       Nil   $       Nil   $       Nil
                                    ============  ============  ============


Weighted  average  common
shares  outstanding-basic            35,474,665    35,474,665    35,474,665
                                    ============  ============  ============





































The accompanying notes are an integral part of these financial statements.

<page>
QUAD METALS CORPORATION
STATEMENTS  OF  CHANGES  IN  STOCKHOLDERS'  DEFICIT  (UNAUDITED)
For  the  years  ended  December  31,  1998,  1997  and  1996


                              COMMON STOCK
                       --------------------------   ACCUMULATED
                           SHARES       AMOUNT      DEFICIT         TOTAL
                       ------------  ------------  ------------  ------------
BALANCE,
 December 31, 1995       35,474,665  $ 2,192,824   $(2,192,824)  $         0

Net  loss
                       ------------  ------------  ------------  ------------
BALANCE,
 December 31, 1996       35,474,665   $2,192,824   $(2,192,824)  $         0

Net  loss
                       ------------  ------------  ------------  ------------
BALANCE,
 December 31, 1997       35,474,665  $ 2,192,824   $(2,192,824)  $         0

Net loss                                                (2,824)       (2,824)
                       ------------  ------------  ------------  ------------
BALANCE,
 December 31, 1998       35,474,665  $ 2,192,824   $(2,195,648)  $    (2,824)
                       ============  ============  ============  ============

































   The accompanying notes are an integral part of these financial statements.

<page>
QUAD METALS CORPORATION
STATEMENTS  OF  CASH  FLOWS  (UNAUDITED)
For  the  years  ended  December  31,  1998,  1997  and  1996



                                           1998          1997          1996
                                       ------------  ------------  ------------
Cash flows from operating activities:
  Net loss                             $    (2,824)  $         0   $         0
  Change  in:
    Accounts payable                         2,824             0             0
                                       ------------  ------------  ------------
Net cash used by operating activities            0             0             0
                                       ------------  ------------  ------------

Net change in cash                               0             0             0

Cash, beginning of year                          0             0             0
                                       ------------  ------------  ------------

               Cash, end of year       $         0   $         0   $         0
                                       ============  ============  ============





































The accompanying notes are an integral part of these financial statements.

<page>
QUAD METALS CORPORATION
NOTES  TO  FINANCIAL  STATEMENTS  (UNAUDITED)

1.     ORGANIZATION  AND  DESCRIPTION  OF  BUSINESS

Quad Metals Corporation (the "Company") is a Washington corporation incorporated
in  1968.  The  Company was formed to acquire interests in mining properties and
explore  for  precious  metals  and  other  commercial minerals. The Company was
unsuccessful  in  its activities and has been substantially inactive since 1991.

During  1998,  the  Company  reinstated  its  corporate  charter in the State of
Washington  and  began  efforts to favorably position itself to seek alternative
business  opportunities.

2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Use  of  Estimates
------------------

The  preparation  of  the  financial  statements  in  conformity with accounting
principles  generally  accepted  in  the  United  States  of  America   requires
management to make estimates and assumptions that affect the amounts reported in
the  financial  statements  and  accompanying notes. Actual results could differ
from  those  estimates.

Income  Taxes
-------------

Income taxes are recognized in accordance with Statement of Financial Accounting
Standards  No.  109,  "Accounting for Income Taxes," whereby deferred income tax
liabilities  or  assets  at  the end of each period are determined using the tax
rate  expected  to be in effect when the taxes are actually paid or recovered. A
valuation  allowance is recognized on deferred tax assets when it is more likely
than  not  that  some  or all of these deferred tax assets will not be realized.

Fair  Values  of  Financial  Instruments
----------------------------------------

The  carrying  amounts  of  financial  instruments,  including accounts payable,
approximated  their  fair  values  as  of  December  31,  1998,  1997, and 1996.

Loss  Per  Share
----------------

Such  amounts, representing basic and diluted loss per share, are computed based
on  the  weighted  average  number  of shares outstanding during the years ended
December  31,  1998,  1997,  and  1996.

Mining  Properties
------------------

In  prior years the Company owned or controlled properties on private and public
lands  in  several states in the Western United States for purposes of exploring
for  and  developing  commercial  mineral  deposits.  The  Company's exploration
efforts  on its properties proved unsuccessful, and as of December 31, 1991, the
Company  had  abandoned  all  of its interests in mineral and mining properties.
The  Company  and  its  properties have been subject to a variety of federal and
state  regulations  governing  land use and environmental matters. The Company's
management  believes  it  has  been  in  substantial  compliance  with  all such
regulations,  and  is  unaware  of  any pending action or proceeding relating to
regulatory  matters  that  would  affect  the financial position of the Company.

<page>
QUAD METALS CORPORATION
NOTES  TO  FINANCIAL  STATEMENTS  (UNAUDITED)


2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED:

New  Accounting  Pronouncements
-------------------------------

In  June  1998,  the  Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards No. 133, "Accounting for Derivative Instruments
and  Hedging  Activities."  The  Statement requires the Company to recognize all
derivatives on the balance sheet at fair value. The Company anticipates that the
adoption  of  this  statement  will  not have a material affect on its financial
statements.

3.     INCOME  TAXES

At  December  31,  1998,  1997,  and  1996 the Company had federal tax-basis net
operating loss carryforwards totaling approximately $1,420,000 which will expire
in  various  amounts  from 1999 through 2018.  The deferred tax asset associated
with  these operating loss carryforwards is approximately $483,000 for the years
ended  December 31, 1998, 1997, and 1996 and has been fully reserved for each of
the years then ended, as management believes it is more likely than not that the
deferred  tax  assets  will  not  be  utilized.

4.     STOCKHOLDERS'  DEFICIT

Common  Stock
-------------

The  Company  has  one  class  of  no  par  value  common  stock  authorized and
outstanding.  During  a meeting of shareholders on March 15, 1984, the Company's
Articles  of  Incorporation  were  amended  to  increase  the  number  of shares
authorized  for issue from 10,000,000 to 40,000,000. During an annual meeting of
shareholders  ordered  by  the  Superior  Court  of  the  State of Washington on
September 17, 1998, the articles of incorporation were again amended to increase
the  number  of  shares authorized for issue to 100,000,000.  The amendment took
effect upon its filing with the Secretary of the State of Washington in December
of  2001.  In  prior  years  the Company's stock was traded on the Spokane Stock
Exchange  in  Spokane, Washington.  Since 1990, however, very little trading has
taken  place, and there is essentially no active market for the Company's stock.

Preferred  Stock
----------------

During  the  annual meeting of shareholders on September 17, 1998, the Company's
Articles  of Incorporation were amended to authorize 10,000,000 shares of no par
value  preferred  stock.  The  preferred  stock  is  entitled to preference over
common  stock  of  the Company with respect to the distribution of assets in the
event  of  liquidation  or dissolution.  The preferred stock may be divided into
and  issued  in  designated  series  as  determined  by  the  Company's board of
directors.  The  amendment took effect upon its filing with the Secretary of the
State  of  Washington  in  December  of  2001.








<page>
QUAD METALS CORPORATION
NOTES  TO  FINANCIAL  STATEMENTS  (UNAUDITED)

5.     RELATED  PARTY  TRANSACTIONS

The  Company  has  been   furnished  with   certain   unreimbursed   management,
administrative,  accounting  and consulting services by various related parties,
which  are  not  reflected in these financial statements and not material to the
financial statements. For the years ended December 31, 1998 the Company expended
$2,824  for  legal  services  relating  to  reinstating  the Company's corporate
charter  and amending its Articles of Incorporation.  The services were provided
by  Gregory  B. Lipsker, the Company's legal counsel and an officer and director
up  until June 1, 2001, at which time Mr. Lipsker tendered his resignation as an
officer  and  a  director  of  the Company. At December 31, 1998 the Company had
accrued  $  2,824  to  Mr.  Lipsker  for  legal  services  provided.















































<page>
                             QUAD METALS CORPORATION
                             FORM 10-K ANNUAL REPORT
                                DECEMBER 31, 1998

ITEM  9  -  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON
            ACCOUNTING  AND  FINANCIAL  DISCLOSURE

     None


                                    PART III

ITEM  10  -  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

     Directors  and  Executive  Officers.

The  names,  ages,  business  experience  and  positions  of  our  directors and
executive  officers  as  of  December 31, 1998 are set out below.  The Company's
board of directors consisted of three members at such date.  All directors serve
until  their  successors  are  elected  and  qualified.

     NAME                    AGE     POSITION
--------------------------  -----  -------------------------------------------
     Gregory  B.  Lipsker     48     President  and  a  director
     Eunice  R.  Campbell     53     Secretary,  Treasurer  and  a  director
     William  R.  Green       60     Vice-President  and  a  director

Each Officer serves in the position indicated after his name for a period of one
year  or  until  his  successor  is  elected  and  qualified.

Biographies  of  Directors,  Executive  Officers,  and  Key  Individuals.

Gregory  B.  Lipsker.
---------------------

Mr.  Lipsker  is  a  practicing  attorney in Spokane, Washington.  Mr. Lipsker's
practice  emphasizes  corporate  and  securities  matters.  Mr.  Lipsker  is  an
executive  officer of Metaline Mining and Leasing Company and Cimarron-Grandview
Group,  Inc.,  both  publicly  held,  inactive  mining  exploration  companies.

Eunice  R.  Campbell.
---------------------

Mrs. Campbell is a retired businesswoman.  Prior to her retirement in 1987, Mrs.
Campbell  was  the  owner  of Spokane Guaranty Company, a stock transfer agency.
Mrs.  Campbell  is  an  executive  officer  and  director of Metaline Mining and
Leasing Company and Cimarron-Grandview Group, Inc., both publicly held, inactive
mining  exploration  companies.

Dr.  William  R.  Green.
------------------------

William  R.  Green  is  a  mining engineer and geologist, and was a professor of
mining  engineering  at  the  University  of  Idaho from 1965-1983.  He has been
actively  involved in the mining business since 1962 and is a former officer and
director  of  Yamana Resources and currently an officer and director of Canadian
public  companies:  Maya  Gold  Limited  and  Petromin  Resources,  Ltd., and US
Companies  Mines  Management,  Inc.,  Metaline  Mining  and  Leasing,  Co.,  and
Cimarron-Grandview  Group,  Inc.,  all  publicly  held companies, the latter two
being  inactive  mining  exploration  companies.


<page>
                             QUAD METALS CORPORATION
                             FORM 10-K ANNUAL REPORT
                                DECEMBER 31, 1998

ITEM  10  -  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE REGISTRANT (CONTINUED)

Involvement  in  Certain  Legal  Proceedings

None  of  the  Officers and Directors of the Registrant has been involved in any
bankruptcy,  insolvency or receivership proceedings as an individual or a member
of  any  partnership  or  corporation;  none  has  been  convicted in a criminal
proceeding.

ITEM  11  -  EXECUTIVE  COMPENSATION

(a)  (1)  Cash  Compensation:

None  of the Officers and Directors received any compensation for acting as such
in  1998.

(a)  (2)  Bonuses  and  Deferred  Compensation:

There  are  no  bonuses  or  deferred  compensation.

(b)  (1)  Compensation  Pursuant  to  Plans:

There  are no compensation plans.  There are no pension plans, stock options, or
stock  appreciation  rights,  and  none  is  proposed  for  the  future.

(c)  Other  Compensation:

None

(d)  Compensation  of  Directors:
     ----------------------------

(1)     Standard  Arrangements.

      There  are  no  standard  arrangements  for  compensating  Directors.


(2)  Other  Arrangements.

         There  are  no  other  arrangements  for  compensating  Directors.

(e)  Termination  of  Employment  and  Change  of  Control  Arrangements.

There are no compensatory plans or arrangements for compensation in the event of
termination  of  employment,  resignation,  retirement  etc.













<page>
                             QUAD METALS CORPORATION
                             FORM 10-K ANNUAL REPORT
                                DECEMBER 31, 1998

ITEM  12  -  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND
             MANAGEMENT

The following table sets forth as of December 31, 1998, the names of, and number
of  shares  beneficially  owned,  by  persons  known to us to own more than five
percent  (5%)  of  our  common  stock;  the  names  of,  and  number  of  shares
beneficially  owned  by  each  of  our directors and executive officers; and the
number  of  shares  beneficially  owned  by  all  of our directors and executive
officers  as  a  group.  At such date, there were 35,474,665 outstanding shares.

                                       AMOUNT AND NATURE
                                       OF BENEFICIAL OWNERSHIP
                                      (ALL DIRECT UNLESS         PECENT
NAME OF OWNER                          OTHERWISE NOTED           OF CLASS
-------------------------------------  ------------------------  ------------
The Estate of Dr. Tibor Klobusicky(1)          15,750,000           44.40%
E.3612  16th  Ave.
Spokane,  WA  99203

Stanley  Harrison                              10,000,000           28.19%
E. 10900 Wolf Lodge Bay Road
Coeur  d'  Alene,  ID  83814

Elizabeth Klobusicky Mailender                  2,250,000            6.34%
Haupstrasse  58
7401  Remmingsheim
West  Germany

Iris  Momber                                    2,250,000            6.34%
E.  3612  16th  Avenue
Spokane,  WA  99203

Nadine  Young                                   2,250,000            6.34%
3804  Indigo
Plano,  TX  75075

Eunice  R.  Campbell (2)                        1,268,000            3.57%
301  S.  Chestnut  #7
Spokane,  WA  99204

All  directors  and  executive
Officers as a group (1 person)                  1,268,000            3.57%

(1)     Includes  3,000,000  shares  of held of record and owned beneficially by
the  Estate  of  Tibor  Klobusicky  and  12,750,000 as to which Tibor Klobusicky
claims  beneficial  ownership through the shares held of record by the Family of
Dr.  Tibor  Klobusicky,  The  Klobusicky Family Trust, and the Klobusicky Family
Partnership  as  set  forth  in  Item  12(a)  above.

(2)     Director  and  Secretary/Treasurer








<page>
                             QUAD METALS CORPORATION
                             FORM 10-K ANNUAL REPORT
                                DECEMBER 31, 1998


ITEM  13  -  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

(a)  Transactions  with  Management  and  Others.

See  note  5  to  the  financial  statements.

(b)  Certain  Business  Relationships.

There  have  been no relationships during the last fiscal year of the Registrant
between  the  Registrant, or affiliates as described in Item 404(b) (1-6) of the
Regulation  S-K.

(c)  Indebtedness  of  Management.

No  Director  or  Executive  Officer  of  the  Registrant, nor any member of the
immediate  family  of  any such, nor any corporation, nor any trust or estate or
any  other  entity  is  indebted  in  any  amount  to  the  Registrant.

(d)  Transactions  with  Promoters.

Not  applicable.


                                     PART IV

ITEM  14  -  EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES,  AND  REPORTS  ON
               FORM  8-K

(a) Financial  Statements  and  Schedules

Not  applicable.

(b)  Exhibits

3(i) Amended and restated Articles of Incorporation dated September 18, 1998.

(c)  Reports  on  Form  8-K

     No reports on Form 8-K were filed by the Registrant during the last quarter
of  1998.

















<page>
                             QUAD METALS CORPORATION
                             FORM 10-K ANNUAL REPORT
                                DECEMBER 31, 1998


                                   SIGNATURES


Pursuant  to  the  requirements  of  Section  13  OR 15(D) of the Securities and
Exchange  Act  of  1934, the Registrant has duly caused this annual report to be
signed  on  its  behalf  by  the  undersigned,  thereunto  duly  authorized.


                          QUAD METALS CORPORATION INC.

                            By:/s/ Robert W. O'Brien
                               ---------------------
                                Robert W. O'Brien
                                    President
                              Date:  March 25, 2002

                          By:/s/ Michael L. McLaughlin
                             -------------------------
                              Michael L. McLaughlin
                                 Vice-President
                              Date:  March 25, 2002

                            By:/s/ Martyn  A. Powell
                               ---------------------
                                Martyn A. Powell
                               Secretary/Treasurer
                              Date:  March 25, 2002

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has  been  signed below by the following persons on behalf of the registrant and
in  the  capacities  and  on  the  dates  indicated.


                            By:/s/ Robert W. O'Brien
                               ---------------------
                                Robert W. O'Brien
                             Director and President
                              Date:  March 25, 2002


                          By:/s/ Michael L. McLaughlin
                             -------------------------
                              Michael L. McLaughlin
                           Director and Vice-President
                              Date:  March 25, 2002


                            By: /s/ Martyn A. Powell
                               ---------------------
                                Martyn A. Powell
                        Director and Secretary/Treasurer
                              Date:  March 25, 2002