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

                                   FORM 10-KSB/A

(x)     ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF
        1934  (FEE  REQUIRED)
     For  the  fiscal  year  ended          April  30,  2002
                                            ----------------

(  )     TRANSACTION  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE  ACT  OF  1934  (NO  FEE  REQUIRED)
     For  the  transaction  period  from               to

     Commission  File  number               0-26709
                                            -------

               QUINCY  RESOURCES  INC.
               -----------------------
  (Exact  name  of  Company  as  specified  in  charter)

          Nevada                              98-0218264
          ------                              ----------
State or other jurisdiction of incorporation  (I.R.S. Employee I.D. No.)
or  organization


1302  Arbutus  Street
Vancouver,  British  Columbia,  Canada                         V6J  2W8

--------------------------------------                         --------
(Address  of  principal  executive offices)                  (Zip Code)

Issuer's  telephone  number,  including  area  code
1-604-736-7481
            --

Securities  registered  pursuant  to  section  12  (b)  of  the  Act:

Title of each share                    Name of each exchange on which registered
     None                                              None
----------------                              --------------------

Securities  registered  pursuant  to  Section  12  (g)  of  the  Act:

     None
     ----
(Title  of  Class)

Check  whether  the Issuer (1) filed all reports required to be filed by section
13  or  15  (d)  of the Exchange Act during the past 12 months (or for a shorter
period  that  the  Company  was required to file such reports), and (2) has been
subject  to  such  filing  requirements  for  the  past  90  days.

          (1)   Yes  [X]     No  [  ]               (2)     Yes  [X]    No [   ]

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  is  not  contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of  the  Company's  knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.  [    ]

State  issuer's  revenues  for  its most recent fiscal year:     $           -0-
                                                                    ------------

State  the  aggregate  market value of the voting stock held by nonaffiliates of
the  Company.  The  aggregate market value shall be computed by reference to the
price  at  which the stock was sold, or the average bid and asked prices of such
stock,  as  of  a  specific  date  within  the  past  60  days.


                                      -1-
<PAGE>



As  at  April  30,  2002, the aggregate market value of the voting stock held by
non-affiliates  is  undeterminable  and  is  considered  to  be  0.


   (THE COMPANY INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE LAST FIVE YEARS)

                                 Not applicable

                     (APPLICABLE ONLY TO CORPORATE COMPANYS)

As  of  April 30, 2002, the Company has 10,026,500 shares of common stock issued
and  outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the part
of  this  Form  10-KSB  (eg., Part I, Part II, etc.) into which the documents is
incorporated:

     (1)     Any  annual  report  to  security  holders;

     (2)     Any  proxy  or  other  information  statement;

     (3)     Any  prospectus  filed  pursuant  to  Rule  424  (b)  or  (c)
             under the Securities  act  of  1933.

NONE





















                                      -2-
<PAGE>



                                TABLE OF CONTENTS



PART  1
-------
                                                                           Page
                                                                           ----

<TABLE>
<CAPTION>




<S>       <C>                                                                                                                <C>
ITEM 1..  DESCRIPTION OF BUSINESS                                                                                             4

ITEM 2..  DESCRIPTION OF PROPERTY                                                                                             4

ITEM 3..  LEGAL PROCEEDINGS                                                                                                  12

ITEM 4..  SUBMISSION OF MATTERS TO VOTE OF SECURITIES HOLDERS                                                                12

PART II
--------


ITEM 5..  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS                                                           12


ITEM 6..  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION                                                          13

ITEM 7..  FINANCIAL STATEMENTS                                                                                               13


ITEM 8..  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                               14

PART III
--------



ITEM 9..  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS, COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT  14

ITEM 10.  EXECUTIVE COMPENSATION                                                                                             16

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT                                                      17

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                                     18

PART IV
--------

ITEM 13.  EXHIBITS                                                                                                           19


</TABLE>




                                      -3-
<PAGE>


                                     PART 1


                        ITEM 1.  DESCRIPTION OF BUSINESS


HISTORY  AND  ORGANIZATION


     The  Company  was  incorporated in the State of Nevada on May 5, 1999.  The
Company has no subsidiaries and no affiliated companies.   The executive offices
of the Company are located at  1302 Arbutus Street, Vancouver, British Columbia,
Canada,  V6J  3W8  (Telephone:  604-736-7481).



     The  Company  is  engaged  in the exploration of mineral properties.    The
Company  is  referred  to  as being in the "exploration"  stage by its auditors.
No  ore body has been discovered and no substantial exploration has been done on
its  mineral claim.   The Company is purely an exploration company.  There is no
assurance  that  any  ore body will ever be found nor that the Company will have
sufficient  funds  to undertake the exploration work required to identify an ore
body.



     The  Company  has  no  revenue  to date from the exploration of its mineral
property,  and its ability to affect its plans for the future will depend on the
availability  of  financing.  Such  financing  will  be  required to develop the
Company's mineral property to a stage where a decision can be made by management
as  to  whether  an  ore  body  exists  and  can  be  successfully  brought into
production.  The Company anticipates obtaining such funds from its directors and
officers,  financial  institutions or by way of the sale of its capital stock in
the future, but there can be no assurance that the Company will be successful in
obtaining  additional  capital  for  exploration activities from the sale of its
capital  stock  or  in  otherwise  raising  substantial  capital.



     As  at  April  30, 2002, the company had no revenue from the exploration of
its  mineral  claim. The Company has, at the date of this Form 10K-SB, no assets
and  no  funds  to  acquire  any  assets


                         ITEM 2. DESCRIPTION OF PROPERTY



EXPLORATION  AND  DEVELOPMENT  OF  THE  QUINCY  MINERAL  PROPERTY

     The  Company  retained  William  Waychison,  P. Geo. of Timmins Ontario, to
summarize  the  geology  and  mineral  potential  on its mineral claim near East
Township,  Ontario.  His  report  was dated October 28, 1999.  The mineral claim
was  staked  May  31, 1999, by Frank Renaudat on behalf of the Company and named
the  "Quincy."


     The  claim  covers  16  metric units (986 acres) located within the English
Township,  Porcupine  Mining  Division,  Ontario  28 miles due south of Timmins,
Ontario.  The  mineral rights are  100%  owned  by  the  Company.



The  Quincy  claim  was allowed to expire on May 31, 2002.  On June 13, 2001 the
Company  restaked  the  mineral claim in order to maintain them in good standing
until  July  10,  2003.


     The  present  report  summarizes  geology and mineralization in the English
Township  area  and  potential for discoveries on the Quincy claim.  Waychison's
report is summarized below.  All of the material presented in his report is from
a literature search of Ontario Ministry of Northern Development and Mines annual
reports  and  papers,  Geological  Survey  of Canada Open File maps, memoirs and
papers,  and  Assessment  Report  filings  with  the  B.C.  Department of Mines.

                                      -4-
<PAGE>

LOCATION  &  ACCESS

     The  property  lies approximately 28 miles due south of Timmins, Ontario in
NTS  quadrant  42A/3  and  has as its center the approximate UTM co-ordinates of
480350m  E  and  5323500m  N  (or  geographical co-ordinates of 48 04' 47" north
latitude  and  81  15'  53"  west  longitude).

     An  all  weather,  two lane gravel road, which is the southern extension of
Pine  Street  South,  accesses the property and traverses the western four claim
units  in  a  north  south  fashion.  Road  distance  along  this  road from the
intersection  of Highway 101 and Pine Street in downtown Timmins, to a point 775
feet  east  of  claim  post 4 along the northern boundary of the property, is 32
miles.  This  road  is  generally  plowed during the winter to the Saw Mill Cafe
situated  approximately  3.1  miles  south  of  the  property  near the southern
boundary  of  English  Township.  A  secondary, single lane gravel road provides
drivable  access  to  the  southern  and  southeastern  portion of the property.

     An  older  winter  road  trending  north  to  northeast through the central
portion  of  the  property  is  heavily  overgrown (along with shorter old drill
roads)  and  difficult  to  impossible  to  follow  on  the  ground.

CLIMATE,  LOCAL  RESOURCES  AND  PHYSIOGRAPHY

     The climate of the region is similar to that for the nearby City of Timmins
and  can  be  characterized  by long cold winters and short warm to hot summers.
Five  months  of the year have an average daily temperature below 32 F while for
two  months  the  average  daily  mean  temperatures  are  above  59F.  Climatic
statistics  recorded  between  1955 and 1990 for the Timmins Region indicate the
maximum  and minimum daily temperatures for the coldest month and warmest months
are  as  indicated  in  the  following table. (source:  City of Timmins, Timmins
Economic  Development Corporation web site.  Original data was done in Celcius.)


<TABLE>
<CAPTION>




<S>                     <C>                        <C>

COLDEST/WARMEST MONTH.  AVERAGE DAILY MAXIMUM (F)  AVERAGE DAILY MINIMUM (F)
----------------------  -------------------------  -------------------------
Coldest Month: January                       12.4                      -10.6
Warmest Month: July. .                       75.7                       50.5
</TABLE>




     The  total  annual  precipitation for the region is 3.5 inches of which the
average  rainfall  is  2.3  inches  with  the  balance accounted for as snowfall
precipitation  that  averages  1.4  inches.

     The  property is generally flat with a local topographic relief of 15 to 30
feet.  An  esker  occurs north of the Ferrier Creek Property and trends NE-SW as
it  crosses  the  NW  corner  of  the  property.  West of the Property the esker
changes  to more a N-S direction.  The gravel road accessing the Quincy property
approximates  the  esker  to  a  point  about 660 feet north of the property.  A
secondary  old lumber road approximates this point and can be seen to follow the
esker  and  cross the northwest corner of the property near claim post 4.  Sandy
glaciofluvial/glaciolacustrine  deposits occupy the area to the southeast of the
esker  and  underlie  all  the  property.

     Bedrock exposure is generally poor other than a few small exposures located
east  of the main gravel road and south and southeast of the largest kettle lake
situated  in  the center of the property.  Water is readily available and occurs
as  small  clay-lined, kettle lakes and pot-hole depressions that generally feed
Ferrier Creek.  The latter drains the area in an eastward direction and eventual
flows  north  as  part  of  the  Hudson  Bay  watershed.

                                      -5-
<PAGE>

     The  forest  cover  is  typical  of a boreal area underlain by either sandy
rises  or  flat  wet  terrain  and  includes  areas  of both jackpine with minor
quantities of spruce, balsam, birch and poplar as well as areas of black spruce,
cedar  and  tamarack  swamp.  Most  of  the three to four claim units within the
southeast  portion  of  the  property  have  been  logged  and  scarified.

     Other  than  the  existing  roads  that  have  been noted there is no other
infrastructure  on  the  property.  The  nearest  source  of  electricity is the
Ontario  Hydro  transmission  line  linking  Timmins  and  Sudbury, which trends
azimuth  165  and  occurs  1.6  miles  east  of  the  property.

     There  are  no  known  impediments  to mineral exploration or exploitation.

HISTORY
-------

GENERAL

     English  Township and area have been prospected for gold and iron since the
1920's with the first discovery of gold made during the 1930's by a J.C. Nelson.
During  the  late  1940's  and  1950's,  with the advent of airborne geophysical
techniques  and  increased  use  of  ground  geophysics, the search emphasis was
redirected towards asbestos deposits and nickel sulfide deposits associated with
ultramafic  bodies.  With  the  discovery  of  the  Kidd  Creek  copper-zinc
volcanogenic  massive  sulfide  ("VMS")  deposit  in  1964,  mineral exploration
efforts  were  redirected  for  base  metal  VMS deposits associated with felsic
volcanic  rocks  within  the  township.

PAST  EXPLORATION

     Summaries for work conducted on properties now overlain in whole or in part
by  the  Ferrier  Creek  Property  are  mentioned  as  follows.  The  airborne
electromagnetic  ("AEM") compilation includes both an Input Mark VI Survey flown
for  Granges  Exploration  Canada Inc. and a Geotem Survey flown for the Ontario
Geological  Survey.

1949-1953:  Dominion  Gulf  Company ("DGC") DGC flew an aeromagnetic survey over
     the region. Results are not reported although it is referenced in follow-up
     groundwork  conducted  on claims DGC subsequently staked in Semple Township
     in  the  south.

1962-1963: Hollinger Consolidated Gold Mines Ltd. ("Hollinger") Hollinger staked
     a  block  of  8  claims  in  central English Township that approximates the
     north-south  central  portion  of  Quincy's 16 unit (986 acres) property. A
     detailed  ground  magnetic  survey  employing  an  Alkania Gfz torsion wire
     magnetometer  and  a dip angle electromagnetic ("EM") survey were conducted
     over  13  miles of grid. Readings were obtained at 100-foot intervals along
     east-west  lines  having  a  200  foot  separation.

     The magnetic results indicated a strong magnetic high to define a complexly
     folded  area  having  a  southeast trending axis to occur between two small
     lakes  within  the  central  part  of the current Quincy property. Multiple
     short  or  single  point  EM  anomalies  approximate this magnetic high and
     indicate  that  the  survey  was done at an acute angle to the anomalies. A
     second area of anomalous EM values occur within the southern portion of the
     current  Quincy  claim,  at approximately 300-450 feet southwest of a small
     pond  at  the  junction of a creek feeding Ferrier Creek. As with the above
     described  anomalous  EM  area,  this  smaller  area also flanks an area of
     magnetic  high  values.

     During  1962  Hollinger  drilled  6 short Holes (of an average length of 65
     feet)  for  a  total length of 391 feet. Other than Hole #E4 that was dyked

                                      -6-
<PAGE>

     out,  all  the  holes  reported  encountering  green  altered  lava. Narrow
     streaks,  patches  or minor disseminated pyrite was noted in Holes #E1, #E2
     and  #E5.  Hole  #E1  reported streaks and splashes of pyrite with a little
     chalcopyrite  from  the  bedrock  interface at 2.9 feet to the 15 feet core
     length ("c.l.") as well as a 11 inch section of heavy pyrite at c.1 of 18.9
     feet.

     During  1963  Hollinger  drilled  an additional hole, #E3-2A, having a core
     length  of  474  feet. The hole appears to have been collared just south of
     the  Ferrier  Creek  Property  and  would  lie  east  of  the AEM anomalies
     subsequently  detected  by  others. Given the high magnetic response of the
     iron  formation  ("IF") in this area the absolute position of the Hollinger
     grid  and Hole #E3-2A may not be as indicated. The Hole is reported to have
     encountered  rhyolite  between  core length of 298 to 369 and again between
     462 feet and the end of the Hole at 474 feet. The latter intercept reported
     the  fragments becoming more sericitic and lighter in color towards the end
     of  the  Hole.  The  positive  indication  of  alternation was not pursued.

1972-1974:  Dowa Mining Co. Ltd. ("Dowa") In 1972, Dowa staked their English 3-3
     Property,  which comprises 9 claims and covers the core area of Hollinger's
     former property. Following a program of prospecting, geological mapping and
     minor dynamite trenching (Armand Aube, Timmins prospector, pers. Comm. July
     1999), Dowa completed one AQ-sized drill hole during 1972 for a core length
     of  499  feet.  No  records  of  the  field  work  are filed for assessment
     purposes.

     Dowa reports Hole No. 1 encountered dominantly rhyolite tuff and fragments.
     Two  andesite units are reported between core lengths of 125.6 - 162.4 feet
     and  174.8  - 206.2 feet. An analysis of a 3.8 feet section of andesite (at
     c.1. of 136.4 feet) containing quartz veining with minor galena, pyrite and
     a  honey  colored  mineral  thought  to be sphalerite returned 22.61% Iron.
     Although  not  indicated  by  Dowa, given what others have reported in this
     area,  Dowa's andesite is very likely magnetite-bearing Iron Formation. The
     Dowa  sample  in  question  also  revealed 0.25% Copper, nil Zinc, and 8.5%
     Sulphur.  Only  two  other short samples are reported to have been analyzed
     for  a total core length of 5.6 feet. This is despite that an unsampled 5.9
     feet  section  of magnetite-poor rhyolite at a core length of 383.6 feet is
     reported  to  contain  10  to 49% sulfides consisting of mostly pyrite with
     minor  chalcopyrite  and  pyrrhotite.

     In 1974, Dowa reports drilling Hole No 2 for a core length of 374.2 feet. A
     different person was responsible for logging this hole. Diabase is reported
     to  occur  near  surface  either  side  of  an  oxide  IF  (23.3-82.8 feet)
     containing  up  to 20% pyrrhotite. The remainder of the hole is reported to
     be  felsic  tuff  and  fragmentals with a second IF and associated andesite
     tuff  between core lengths 233.7-266.6 feet. Only two assays from the first
     IF  are  reported  for  this hole. The results indicated 0.036% Copper over
     8.49  feet.

1973-1976:  Granges  Exploration  A.B.  ("Granges")  In 1973, Granges contracted
     Questor  Surveys  Limited  to  conduct  a  combined  airborne  magnetic and
     electromagnetic  (Input  Mk  VI)  survey  employing  a fixed-wing aircraft.
     Terrain  clearance  of the plane was approximately 400 feet. The survey was
     completed over all or parts of 13 townships including English Township. The
     flight  lines  were  oriented  both  N-S  and  E-W  and had a separation of
     approximately1/8  mile  and  a  mean  AEM  sensor  altitude  of  150  feet.

                                      -7-
<PAGE>

     Several  moderately  strong  Input  AEM anomalies with magnetic correlation
     were  detected  within  and  near  the  Quincy  property.

     Granges staked six single unit claims to cover an isolated cluster of Input
     anomalies  centered 465 feet north of the Quincy property. This claim block
     extended  south  to  include  the  northern  part  of  the  present  claim.

     Granges  also staked a block of 28 single unit claims commencing within the
     southern  480  feet  of  Quincy's  present  property  and  continuing  in a
     southwest  direction  for approximately 6.83 miles. This claim block covers
     two  clusters  of  Input anomalies. The northern cluster of Input anomalies
     commences  within  the southern 465 feet of the present Quincy property and
     continues  in a southwest direction for an additional 1400 feet. The second
     cluster of SW trending Input anomalies commences approximately 0.9 miles SW
     of  the  present  southern  boundary.

1995:  Essex  Minerals  Company  ("Essex")  Following  the  unexpected expiry of
     certain  of  Granges  claims, W.G. Wahl Limited ("Wahl") restaked 49 claims
     within four townships including that of English Township. Wahl reported the
     claims  covered  areas  of  favorable  geology  over  which anomalous Input
     anomalies  had  been  identified  by  Granges. The claims were subsequently
     optioned  to  Essex.  On  behalf  of  Essex,  Wahl  established  a grid and
     conducted  geological  and  geophysical  surveys  over  4 units. The latter
     approximated  the  northern  part  of  the  former Granges holdings and was
     situated  north of the current Quincy property in central English Township.

     W.G.  Wahl,  P.Eng.  reported  that "at 444Hz the conductivity thickness is
     about 30mhos and the conductor is at an indicated depth of 200 feet. At the
     frequency  of  1777Hz the conductor shows no out-of-phase response and as a
     result  the  conductivity width could not be determined. This configuration
     indicates  that  the  causative  body  is an excellent conductor." Magnetic
     survey  results  indicated a positive correlation and an indicated depth of
     70  feet.  Wahl attributed the variance in estimates to "a possible 'blind'
     conductor  not  exposed  at  the  bedrock surface or some current gathering
     which  disturbs  the  depth  estimates."  The  conductor  was attributed to
     graphite  and/or  sulfides and recommended for drilling. There is no record
     of  the  hole  having  been  drilled.

1989-1990:  BHP-Utah  Mines  Ltd.  ("BHP")  `  During  1989-1990 BHP conducted a
     geological  mapping and prospecting program over their 16 single claim unit
     property.  The  BHP  property  covered an area that approximates the Quincy
     property. No map or report of this work is recorded in the assessment files
     other  than  a portion of their geological map that is used as a drill hole
     location  plan.

     During  1990  BHP  completed  one  drill hole (FC-1-90) for a length of 405
     feet.  The  hole intersected felsic tuff and lapilli tuff with a cherty and
     magnetite  IF  between  core  lengths  70.1  feet  and  179 feet. The IF is
     described  as  locally highly brecciated with angular chert fragments up to
     1.2  inches.  One  such angular fragment at 145 feet is reported to display
     spinifex  textures.  The  reported  sulfides within the IF include up to 5%
     pyrrhotite as rounded blebs ( 0.6 inches), bands, grains and wisps and fine
     euhedral  disseminated  pyrite, at times rimming cherty fragments. The hole
     also encountered a peridotite with chill margins (at 239 feet-290 feet) and
     a  terminated  in  diabase  dyke  (at 390 feet to end of hole at 425 feet).

                                      -8-
<PAGE>


GEOLOGY
-------

REGIONAL  GEOLOGY
-----------------

     English  Township  and  surrounding area lie in the west-central portion of
the  Abitibi  Subprovince of the Superior Province.  The abitibi Subprovince, is
an  Archean  assemblage  of  dominantly  volcanic rock with lessor sediments and
intrusions that extends in a NE direction for in excess of 500 miles from the SE
shore  of  Lake  Superior to beyond the mining community of Chibougamau, Quebec.

     Two  cycles  of volcanism have been defined within the west-central portion
of  the  Abitibi.  In  general terms, each cycle has a lower ultramafic volcanic
unit, an overlying mafic unit, and an upper unit intermediate to felsic volcanic
rocks.  Iron formation is extensively associated with the intermediate to felsic
metavolcanics  unit  occupying  the  upper  unit of the lower cycle.  It is this
intermediate to felsic unit that occupies all of the Ferrier Creek Property.  On
a  regional  scale  the  upper portion of the lower cycle  has also been locally
correlated  with  the Porcupine Group Sediments while the top of the upper cycle
has  been locally correlated with the Timiskaming Group of sediments and alkalic
volcanism.

     Pyke  (1978)  notes  that pretectonic gabbroic and minor related ultramafic
intrusions  are  largely  confined  to the lower volcanic cycle.  Minor epizonal
felsic  intrusions  occur  throughout the area and are reported to be a probable
subvolcanic derivation.  Diabase dykes are numerous, generally trend northwardly
in  several  set  orientations,  and  are  early  to  late  Precambrian  Age.

     All  rocks  within  English  Township  and  environs  have  been regionally
deformed and generally exhibit greenschist metmorphism.  Recent studies indicate
that  the  area  experienced  five  major  deformations.

LOCAL  GEOGRAPHY
----------------

     West  of English Township, the Kenogamissi Batholith is associated with the
D3  deformation  in  the  region.  In  English  Township,  the  D3  deformation
translates into a well-developed foliation and alignment of lithologies near the
batholith  in  a  general  northwardly  direction  parallel  to  its  contact.

     Recent  efforts  to  correlate stratigraphy within Ontario have labeled the
N-trending  upper  portion  of  the lower volcanic cycle which underlies most of
English  Township  (and  all  of  the Ferrier Creek Property) to be the Bartlett
assemblage.  This  assemblage  consists  of  intermediate to felsic metavolcanic
rock dominated by felsic fragmentals and characterized by the presence of cherty
oxide-  and  lesser  sulfide-facies  iron  formation.

In  a  report  dated  in  1984,  E.Bright  indicated  the  following:

"A  lower  unit of interbedded oxide-and sulfide-facies iron formation occurs in
the  central  part  of  the  sequence,  and an upper unit of predominantly oxide
facies  iron  formation  lies  near  the top of the sequence (near its contact.)
Individual  iron  formation units range in thickness from several centimetres to
60m,  but  most  are  less  then  9mThe  lower oxide-and sulfide iron formation
outcrops  sporadically  in  north-central,  central (Ferrier Creek Property) and
southeastern  English  TownshipSulfide-facies  iron  formation  consists  of
disseminated  grains  and  stringers  of  pyrrhotite and pyrite in thinly bedded
chert,  in massive to thinly bedded felsic tuff, and in the matrix and fragments
of  associated  units  of  chert-breccia  and  felsic  breccia."

     The  Bartlett  assemblage has been correlated with the Eldorado assemblage,
which  crops  out  around  the Shaw Dome centered in Shaw Township to the north.
Both  assemblages  contain  a significant component of iron formation and felsic

                                      -9-
<PAGE>

fragmental  rock, but differs in that ultramafic flows are apparently lacking in
the  Bartlett  assemblage.  This may not be universally true if the observations
made by BHP-Utah Mines in their drill hole FC-1-90 are correct.  The latter hole
was  drilled  on  the Ferrier Creek Property and described a fragment displaying
spinifex  textures  (at  a  core  length  of  156 feet) within a brecciated iron
formation  (86.4-179  feet).  Furthermore,  the  hold  encountered  a peridotite
intrusion  between  237-291  feet  only  feet to the east of the iron formation.
These  points  take  an added significance given that the Eldorado assemblage is
also  host  to at least five komatite-associated, nickel-copper sulfide deposits
and  several  showings along the southern side of the Shaw Dome.  In all but one
of  these  Nickel  occurences  the  mineralization  is spatially associated with
spinifex  textures  which  reflect  an  extrusive origin, and suggest the nickel
sulfide  mineralization is of a magmatic-volcanogenic-exhalative type of origin.

MINERALIZATION
--------------

     E.  Bright  notes  that  the  first  notable  mineral  discovery within the
immediate  region  was  made  during  the  1930s by J.C. Nelson who discovered a
gold-bearing quartz stinger zone on his claims in west central English Township.
This  occurrence  is  known  as  the  Boychuk-West  Muskasenda  Group.

     Since  Nelson's  discovery,  several  additional  gold  showings  have been
located  in  English  Township,  however,  the  bulk of the exploration has been
directed  at base-metal exploration.  Although no economic mineral deposits have
been  outlined  to  date in English Township, the Texmont Ni-discovery in Geikie
Township  to the north and the Southman Nickel-discovery in Southman Township to
the  south  have  encouraged the search for base-metal mineralization in English
Township.

SAMPLING  AND  ANALYSIS
-----------------------

     A  short  traverse was conducted during the property visit of July 17, 1999
to  an  area  approximate  4/10  mile east of the gravel road near the center of
claim  1212816.  This  area  contains  several  small  shallow  rock  exposures.
Location  control  was provided by both pace and compass traversing and use of a
Garmin  GPS unit.  Two outcrops of cherty banded (oxide) iron formation (samples
5970  & 5971) were located, prospected and grab samples were collected from each
location.  Locally  the  iron formation displays drag folding as shown at sample
location 5970 below.  This confirms the iron formation is folded as indicated by
the  AEM  anomalies  for  this  area.  Both  observed outcrops of iron formation
displayed a NE-SW strike and dips of approximately -55 degrees north.  Malachite
stains  and  trace  chalcopyrite  were  also  discovered  at  both  locations.

     In  addition,  the  gravel  access  road  and  a minor gravel road near the
southern  claim  boundary  were  prospected and grab samples collected from rock
exposures.  A  small  flat,  sterile outcrop of medium-grained gabbro containing
1-2% disseminated magnetite (sample 5972) was located along the east-side of the
main  gravel  road.  An  oxidized  rubble-outcrop of mafic volcanic rock (sample
5973) was located along the N-side of the gravel road situated near the southern
boundary  of  the  property.  At  this  location, a thin quarz-feldspar porphyry
intrusion  trends  azimuth  095.  The  porphyry  contains  1-2mm euhedral quartz
(after  tridymite)  and  feldspar  phenocrysts  and displays sericite alteration
developed  along  the  foliation  planes.  Approximate  sample  locations  and
descriptions  are  summarized  in  below.

Samples  collected  on  July  17,  1999  on  Ferrier  Creek  Property:

                                      -10-
<PAGE>

<TABLE>
<CAPTION>




<S>     <C>                       <C>                     <C>             <C>

SAMPLE  UTM                       UNIT
NO . .  EASTING                   NORTHING                UNIT NAME       COMMENTS
------  ------------------------  ----------------------  --------------  -------------------------
                                                                          S-folded an N-dipping
                                                                          IF.  Dominantly
                                                                          magnetite (Mt) cherty
                                                                          banded IF with
                                                                          1-3% pyrite (Py) along
                                                          Oxide cherty    fractures, minor
                                  5323 .                  banded iron    chalcopyrite (Cpy) and
5970 .  480 140E                  522N                    formation (IF)  malachite stains
------  ------------------------  ----------------------  --------------  -------------------------
                                                                          Oxide (Mt) cherty IF
                                                                          with 2-3% Py and
                                                                          pyrrhotite (Po) along
                                                                          foliation planes.
                                                                          Displays malachite
                                                                          stains.  Strike:
                                                          Oxide cherty    NE/SW with dip 55
                                    5323 .                banded iron     degrees N. Old
5971 .   480 160E                   560N                  formation (IF)  grid line to North.
------  ------------------------  ----------------------  --------------  -------------------------
                                                                          Small flat outcrop along
                                                                          east side of
                                    5323 .                                gravel access road.
5972 .  479 800E                    300N                   Gabbro          1-2% Mt
------  ------------------------  ----------------------  --------------  -------------------------
                                                                          North Side of access
                                                                          road; magnetic
                                                                          mafic flow with
                                                                          quartz-carbonate
                                                                          veining, 1% Mt, and
                                                                          1-3% disseminated
                                                                          Py; overburden thin
                                    5322 .                Mafic volcanic  and locally
5973 .  480 150E                    700N                  flow            oxidized.
------  ------------------------  ----------------------  --------------  -------------------------
                                                                          North side access road;
                                                                          thin, grey,
                                                                          quartz-feldspar porphyry
                                                                          dyke trending
                                                                          azimuth 095%; 1-2mm
                                    5322 .                Quartz-feldspar euhedral quartz;
5974 .   480 150E                   700N                  porphyry        sericite along foliation.
------  ------------------------  ----------------------  --------------  -------------------------
</TABLE>




ANALYSIS
--------

     Four  of  the  five  grab  samples collected during the property visit were
submitted for analyses for 24 elements including Copper, Zinc and Nickel.  These
included  sample  numbers  5970,  5971,  5973  and  5974.  A  sterile  sample of
medium-grained  gabbro  that was collected as grab sample 5972, was not included
for  analysis.

     All  samples  were  analyzed by XRAL Laboratories, a Division of SGS Canada
Inc.,  1885  Leslie Street, Don Mills, Ontario M3B 3J4.  Each sample underwent a
sample  preparation consisting of drying and crushing to a -2mm (-10 mesh) size.
The  samples  were subsequently riffled and split to produce a 250gm sub-sample,
which  was pulverized to a -200 mesh pulp employing a chrome steel puck and ring
mill.

     All  samples were analyzed for 24 elements employing an Inductively Coupled
Plasma  (ICP-90)  technique  after  a  Sodium  Peroxide  Fusion  digestion.

     Samples  5970  and 5971 returned geochemically anomalous copper (Cu) values
of  437 and 976 ppm Cu and high iron (Fe) values of 14.6 and 9.34% respectively.
A  check  of sample 5970 returned 501 ppm Cu and 16.4% Fe.  Both samples (5970 &
5971)  were  oxide-facies, cherty banded iron formation.  The absolute Fe values
are  considered  normal  but  low  for  an iron formation and reflect the cherty
nature.  Sample  5970  contained  1-3%  pyrite  along  fractures  with  trace
chalcopyrite  and visible malachite with sample 5971 contained 2-3% pyrite along
the  foliation/bedding  plane  and  also  contained  malachite  stains and trace
chalcopyrite.  The  anomalous  Cu  results of both samples are attributed to the
visible  Cu mineralization noted in the samples.  No other significant anomalous
values  were  identified.

     All  samples  were personally collected by the William Waychison and stored
in  new  5  mil  thick polyethylene bags.  Samples remained in the possession of
Waychison  and  were  personally  delivered  to  XRAL Laboratories in Don Mills,
Ontario  on  July  21, 1999.  A representative piece of each of the four samples
submitted  for  analyses  was  retained  by  Waychison  for  future  reference.

     XRAL  Laboratories  is a member of the SGS Society Generale de Surveillance
Group,  the world's largest inspection and testing organization with head office
based  in  Geneva, Switzerland.  SGS operates in 140 countries with a network of
335  subsidiaries,  341  laboratories,  more  than 1,220 offices and over 36,000
employees.

                                      -11-
<PAGE>


                            ITEM 3. LEGAL PROCEEDINGS


     There  are no legal proceedings to which the Company is a party or to which
its  property  is  subject,  nor  to  the best of management's knowledge are any
material  legal  proceedings  contemplated.



          ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS


     No  matters  were submitted to a vote of shareholders of the Company during
the  fiscal  year  ended  April  30,  2002.



                                      PART II


        ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS



     During  the  past year there has been no established trading market for the
Company's  common  stock.  Since  its  inception,  the  Company has not paid any
dividends  on its common stock, and the Company does not anticipate that it will
pay  dividends  in the foreseeable future.  As at April 30, 2002 the Company had
37  shareholders;  two  of  these shareholders are officers and directors of the
Company.



     There  are  no securities authorized for issuance under equity compensation
plans.




       ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


OVERVIEW

     The  Company was incorporated on May 5, 1999 under the laws of the State of
Nevada.  The  Company's  articles  of  incorporation  currently provide that the
Company  is  authorized  to  issue 200,000,000 shares of common stock, par value
$0.001  per  share.   As  at  April  30,  2002  there  were  10,026,500  shares
outstanding.  The  Company  was  engaged  in  the  exploration  stage.


     The  Company's  plan  of  business  is  to  conduct further exploration and
development  of  the  Quincy  claim.  Further  exploration  and  development  is
conditional  upon  the  Company  raising  adequate financing.  Raymond Miller, a
former  director of the Company, had intended to lead the efforts of the Company
in  this  regard.  However, due to his untimely death of Mr. Miller in February,
2001  the  Company  has  been  unable  to  raise  adequate  financing.


                                      -12-
<PAGE>

Liquidity  and  Capital  Resources
----------------------------------


     As  at  April  30,  2002,  the  Company  had  $41 of assets, and $19,817 of
liabilities.   The liabilities of $19,817 include amounts of $13,801 accrued for
audit,  accounting and other accounts payable and $6,016 due to related parties.



     At  the  present  time the Company does not have sufficient funds to reduce
its  accounts  payables.  Unless  funds  are  injected into the Company it might
cease to be a going concern.   The Company might be able to raise funds from its
director  and/or officers, obtain bank financing or issue as a private placement
some  of  its  common  stock.   No plans by management have been made to date to
address  the  future  funding  of  the  Company.

     The  Company  has  no  contractual  obligations  for either lease premises,
employment  agreements  or  work commitments on the Quincy claim and has made no
commitments  to  acquire  any  asset  of  any  nature.

Results  of  Operations
-----------------------

     Since  inception  the  Company has purchased the Quincy claim and performed
exploration  work  on  the  claim  as  more  fully  described  above.



                          ITEM 7.  FINANCIAL STATEMENTS


     The  financial  statements  of  the  Company  are  included  following  the
signature  page  to  this  Form  10-KSB.



      ITEM 8.  CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND
                              FINANCIAL DISCLOSURE


     From  inception  to  date,  the  Company's principal accountant is Andersen
Andersen  &  Strong,  L.C.  of Salt Lake City, Utah.   The firm's report for the
period  from  inception to April 30, 2002 did not contain any adverse opinion or
disclaimer,  nor  were  there  any  disagreements  between  management  and  the
Company's  accountants.








                                      -13-
<PAGE>



                                    PART 111


    ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
               COMPLIANCE WITH SECTION 16 (A) OF THE EXCHANGE ACT


     The  following  table  sets  forth as of April 30, 2002, the name, age, and
position  of  executive officers and the directors and the term of office of the
directors  of  the  Company.
<TABLE>
<CAPTION>




                    Term as
                    Director
Name                  Age              Position Held            Since
------------------  --------  --------------------------------  -----
<S>                 <C>       <C>                               <C>

 Adam Smith. . . .    41        President and Director            1999

 Gordon Krushinsky    36        Secretary Treasurer and Director  1999

</TABLE>




The  director  of  the  Company  serves  for  a  term  of one year and until his
successor  is  elected  at  the  Company's  Annual  Shareholders' Meeting and is
qualified,  subject  to  removal  by  the Company's shareholders.   Each officer
serves,  at  the  pleasure of the Board of Directors, for a term of one year and
until  his  successor is elected at the meeting of the Board of Directors and is
qualified.

     Set  forth  below is certain biographical information regarding each of the
Company's  executive  officers  and  the  director.

     ADAM SMITH, 41, was educated at the University of British Columbia where he
obtained a Bachelor of Arts degree in Philosophy before undertaking the Canadian
Securities  Course.  Mr.  Smith  became employed with Georgia Pacific Securities
Ltd.,  a  local  firm  of  stockbrokers,  where  he  administered various retail
accounts.  He  left  the brokerage house and became an analyst for Groom Capital
Advisory  Inc.  until  1996 when he became a self employed financial consultant.
His  public company experience comprises of Palladium Resources Inc., an Alberta
Stock  Exchange  listed public company, where he was the president.  During this
same  period  of  time  he was a director of two Vancouver Stock Exchange public
companies;  Novadex  International  Inc.  and Pacific Falcon Resources Ltd.  His
experience  with  OTC  Bulletin Board companies comprised of being President and
Director  of  Goldking  Resources Inc.  He is no longer a director or officer of
Goldking  Resources  Inc.

     GORDON  KRUSHNISKY,  36, upon graduation from high school undertook various
courses  in  computer  system  technology  from  Vancouver Vocational Institute.
After  graduation  in  1984 he became partners with his brother in International
Laser  Games,  a  private  British  Columbia  incorporated  company.  His
responsibilities  included  equipment  upgrading  and  maintenance.  In  1997 he
became  a computer analyst for London Drug Stores Ltd. and now has been promoted
to  Assistant  Manager  -  Computer  Departments.



     To  the  knowledge of management, during the past five years, no present or
former  director,  executive officer or person nominated to become a director or
an  executive  officer  of  the  Company:

(1)  filed  a petition under the federal bankruptcy laws or any state insolvency
     law,  nor  had a receiver, fiscal agent or similar officer appointed by the
     court  for  the  business or property of such person, or any partnership in
     which  he  was  a general partner at or within two years before the time of
     such  filings;

                                      -14-
<PAGE>

(2)  was  convicted  in  a  criminal  proceeding  or  named subject of a pending
     criminal  proceeding  (excluding  traffic  violations  and  other  minor
     offenses);

(3)  was  the  subject  of  any  order,  judgment  or  decree,  not subsequently
     reversed,  suspended  or  vacated,  of any court of competent jurisdiction,
     permanently  or  temporarily  enjoining him from or otherwise limiting, the
     following  activities:

     (i)  acting as a futures commission merchant, introducing broker, commodity
          trading  advisor,  commodity  pool  operator,  floor  broker, leverage
          transaction merchant, associated person of any of the foregoing, or as
          an investment advisor, underwriter, broker or dealer in securities, or
          as  an  affiliate  person,  director  or  employee  of  any investment
          company,  or  engaging  in  or  continuing  any conduct or practice in
          connection  with  such  activity;

     (ii) engaging  in  any  type  of  business  practice;  or

     (iii) engaging in any activities in connection with the purchase or sale of
          any  security  or  commodity  or  in  connection with any violation of
          federal  or  state  securities  laws  or  federal  commodities  laws;

(4)  was  the  subject  of any order, judgment, or decree, not subsequently
     reversed, suspended, or vacated, of any federal or state authority barring,
     suspending  or  otherwise  limiting for more than 60 days the right of such
     person  to engage in any activity described above under this Item, or to be
     associated  with  persons  engaged  in  any  such  activities;

(5)  was found by a court of competent jurisdiction in a civil action or by
     the  Securities  and  Exchange  Commission  to have violated any federal or
     state  securities  law, and the judgment in such civil action or finding by
     the  Securities and Exchange Commission has not been subsequently reversed,
     suspended,  or  vacated.

(6)  was found by a court of competent jurisdiction in a civil action or by
     the  Commodity  Futures  Trading  Commission  to  have violated any federal
     commodities  law,  and  the judgment in such civil action or finding by the
     Commodity  Futures  Trading  Commission has not been subsequently reversed,
     suspended  or  vacated.

               COMPLIANCE WITH SECTION 16 (A) OF THE EXCHANGE ACT

     The  Company  knows  of no director, officer, beneficial owner of more than
ten percent of any class of equity securities of the Company registered pursuant
to  Section 12 ("Reporting  Person") that failed to file any reports required to
be  furnished  pursuant to Section 16(a).  Other than those disclosed below, the
Company  knows  of  no Reporting Person that failed to file the required reports
during  the  most  recent  fiscal  year.

     The  following table sets forth as at April 30, 2002, the name and position
of  each  Reporting  Person  that  failed  to file on a timely basis any reports
required  pursuant  to  Section  16  (a)  during  the  most  recent fiscal year.


Name                    Position                    Report  to  be  Filed
----                    --------                    ---------------------

Adam  Smith          President  and  Director                 Form  3

Gordon  Krushnisky   Secretary  Treasurer and Director        Form 3

Raymond  Miller      Director                                 Form  3

                                      -15-
<PAGE>


                        ITEM 10.  EXECUTIVE COMPENSATION


CASH  COMPENSATION

There  was no cash compensation paid to any director or executive officer of the
Company  during  the  fiscal  year  ended  April  30,  2002.

BONUSES  AND  DEFERRED  COMPENSATION

None

COMPENSATION  PURSUANT  TO  PLANS

None

PENSION  TABLE

None

OTHER  COMPENSATION

None

COMPENSATION  OF  DIRECTORS

None

TERMINATION  OF  EMPLOYMENT

     There  are  no compensatory plans or arrangements, including payments to be
received  from  the  Company,  with  respect  to  any  person  named  in  Cash
Consideration  set  out  above  which would in any way result in payments to any
such person because of his resignation, retirement, or other termination of such
person's  employment  with  the  Company  or  its subsidiaries, or any change in
control of the Company, or a change in the person's responsibilities following a
change  in  control  of  the  Company.



     ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT




SECURITY  OWNERSHIP  OF  MANAGEMENT


     The  following  table  sets  forth  certain information with respect to the
beneficial  ownership  of  each  officer  and  director,  and  all directors and
executive  officers  as  a  group  as  of  April  30,  2002.


                                      -16-
<PAGE>

<TABLE>
<CAPTION>





Name and Address                           Amount
of Beneficial                            Nature of    of Beneficial   Percent
Owner                                   Ownership(1)    Ownership    of Class
--------------------------------------  ------------  -------------  ---------
<S>                                     <C>           <C>            <C>
      ADAM SMITH
      1327 Laburnum Street
      Vancouver, B.C. Canada, V6J 2W4.  Direct            1,000,000      9.97%

      GORDON KRUSHNISKY
      1088 Ferguson Road
      Delta, B.C., Canada, V4L 1X1 . .  Direct            3,000,000     29.92%

      All Officers and Directors
      as a Group ( 2 persons ) . . . .  Direct            4,000,000     39.89%

</TABLE>




(1)     All shares owned directly are owned beneficially and of record, and such
shareholder  has sole voting, investment and dispositive power, unless otherwise
noted.


SECURITIES  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS

     The  following  table  sets  forth  certain information with respect to the
beneficial  ownership  of  each  person  who  is  known to the Company to be the
beneficial  owner  of  more  than  5% of the Company's Common Stock of April 30,
2002.

<TABLE>
<CAPTION>




Name and Address                           Amount
of Beneficial                            Nature of    of Beneficial    Percent
Owner                                   Ownership(1)  Ownership (2)   of Class
--------------------------------------  ------------  --------------  ---------
<S>                                     <C>           <C>             <C>
      ADAM SMITH
      1327 Laburnum Street
      Vancouver, B.C. Canada, V6J 2W4.  Direct             1,000,000      9.97%

      GORDON KRUSHNISKY
      1088 Ferguson Road
      Delta, B.C., Canada, V4L 1X1 . .  Direct             3,000,000     29.92%

      KEN RADOMSKY
      840 - 15355 - 24th Ave
      White Rock, B.C. Canada, V4A 2H9  Direct               550,000      5.49%

       MICHAEL DACUNAHA
      PO 93079 - Willow Brook Shop
      Langley, B.C. Canada, V3A 9H2. .  Direct               545,000      5.44%

      MARION SEPT
      19188 - 84th Avenue
      Surrey, B.C. Canada, V4N 3G5 . .  Direct               540,000      5.38%

      ANITA WOLFE
      4363 Woodcrest Road
      West Van., B.C. Canada, V7S 2W1.  Direct               535,000      5.33%

      KLAUS VAN EYK
      68-5850, 177B Street
      Surrey, B.C. Canada, V3S 4J6 . .  Direct               530,000      5.28%

      CHARLENE ABRAHAMS
      9428 203rd
      Surrey, B.C. Canada, V3S 4J6 . .  Direct               525,000      5.23%
</TABLE>


                                      -17-
<PAGE>

(1)  All  shares  owned  directly are owned beneficially and of record, and
     such  shareholder has sole voting, investment and dispositive power, unless
     otherwise  noted.
(2)  As  of April 30, 2002 there were 10,026,500 common shares outstanding.
     Unless  otherwise  noted, the security ownership disclosed in this table is
     of  record  and  beneficial.



            ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


TRANSACTIONS  WITH  MANAGEMENT  AND  OTHERS

Except  as  indicated  below,  there were no material transactions, or series of
similar  transactions,  since  inception  of  the Company and during its current
fiscal  period,  or  any  currently  proposed transactions, or series of similar
transactions,  to  which  the  Company  was  or  is  to  be  a  party,  in
which  the  amount  involved  exceeds  $60,000,  and  in  which  any director or
executive  officer, or any security holder who is known by the Company to own of
record  or beneficially more than 5% of any class of the Company's common stock,
or  any  member  of the immediate family of any of the foregoing persons, has an
interest.

INDEBTEDNESS  OF  MANAGEMENT

There  were  no  material transactions, or series of similar transactions, since
the  beginning  of  the  Company's  last  fiscal year, or any currently proposed
transactions,  or series of similar transactions, to which the Company was or is
to  be  a  part,  in which the amount involved exceeded $60,000 and in which any
director  or  executive  officer,  or  any  security  holder who is known to the
Company  to  own  of record or beneficially more than 5% of the common shares of
the Company's capital stock, or any member of the immediate family of any of the
foregoing  persons,  has  an  interest.

TRANSACTIONS  WITH  PROMOTERS

The  Company does not have promoters and has no transactions with any promoters.














                                      -18-
<PAGE>


                                     PART IV


                          ITEM 13. EXHIBITS AND REPORTS


(a)  (1)        FINANCIAL  STATEMENTS.

The  following  financial  statements  are  included  in  this  report:



<TABLE>
<CAPTION>




Title of Document                                                   Page
------------------------------------------------------------------  ----
<S>                                                                 <C>
Report of Andersen, Andersen & Strong, Certified Public
      Accountants. . . . . . . . . . . . . . . . . . . . . . . . .    21

Balance Sheet as at April 30, 2002 . . . . . . . . . . . . . . . .    22

Statement of Operations for the year ended April 30, 2002 and 2001
     And for the period from May 5, 1999 (Date of
     Inception) to April 30, 2002. . . . . . . . . . . . . . . . .    23

Statement of Changes in Stockholders' Equity for the period from
     May 5, 1999 (Date of Inception to April 30, 2002. . . . . . .    24

Statement of Cash Flows for the year ended April 30, 2002 and 2001
     And for the period from May 5, 1999 (Date of
     Inception) to April 30, 2002. . . . . . . . . . . . . . . . .    25

Notes to Financial Statements. . . . . . . . . . . . . . . . . . .    26

</TABLE>




(a)  (2)   FINANCIAL  STATEMENT  SCHEDULES
------------------------------------------

The following financial statement schedules are included as part of this report:
--------------------------------------------------------------------------------

None.
-----


(a)  (3)   EXHIBITS
-------------------

The  following  exhibits  are  included  as  part  of  this report by reference:
--------------------------------------------------------------------------------

None.
-----




                                      -19-
<PAGE>





                                   SIGNATURES




Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this  report  has  been  signed  below by the following persons on behalf of the
Company  and  in  its  capacities  and  on  the  date  indicated:


                              QUINCY  RESOURCES  INC.



Date:  August  6,  2002                         By:     /s/"Adam  Smith"
                                                ------------------------
                                                Adam  Smith
                                                President  and  Director






























                                      -20-
<PAGE>



ANDERSEN  ANDERSEN  &  STRONG,  L.C.             941  East 3300 South, Suite 220
------------------------------------
CERTIFIED  PUBLIC  ACCOUNTANTS  AND  BUSINESS CONSULTANTS BOARD Salt Lake City,
Member  SEC  Practice  Section  of  the  AICPA                     Utah,  84106
                                                         Telephone 801-486-0096
                                                              Fax  801-486-0098


Board  of  Directors
Quincy  Resources  Inc.
Vancouver  B.  C.  Canada

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We  have  audited  the  accompanying  balance  sheet  of  Quincy Resources, Inc.
(exploration  stage  company)  at  April  30, 2002, and the related statement of
operations,  stockholders'  equity, and cash flows for the years ended April 30,
2002  and 2001 and the period May 5, 1999 (date of inception) to April 30, 2002.
These  financial  statements are the responsibility of the Company's management.
Our  responsibility is to express an opinion on these financial statements based
on  our  audits.

We  conducted our audits in accordance with auditing standard generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements  are free of material misstatement. An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management  as  well as evaluating the overall
balance  sheet  presentation.  We  believe  that our audits provide a reasonable
basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material respects, the financial position of Quincy Resources Inc. at April
30,  2002,  and  the results of operations, stockholders' equity, and cash flows
for  the years ended April 30, 2002 and 2001 and the period May 5, 1999 (date of
inception) to April 30, 2002, in conformity with accounting principles generally
accepted  in  United  States  of  America.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern. The Company will need additional
working  capital  to service its debt and for its planned activity, which raises
substantial  doubt  about  its  ability  to  continue  as  a  going  concern.
Management's  plans  in  regard  to these matters are described in Note 5. These
financial  statements  do not include any adjustments that might result from the
outcome  of  this  uncertainty.


Salt  Lake  City,  Utah
July  10,  2002                              /s/  "Andersen  Andersen  & Strong"







                                      -21-
<PAGE>



                              QUINCY RESOURCES INC.
                           (EXPLORATION STAGE COMPANY)
                                  BALANCE SHEET
                                 APRIL 30, 2002


<TABLE>
<CAPTION>




<S>                                                      <C>
ASSETS
CURRENT ASSETS

    Cash. . . . . . . . . . . . . . . . . . . . . . . .  $       41
                                                         -----------

         Total Current Assets . . . . . . . . . . . . .  $       41
                                                         ===========


LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES

    Account payable - related party . . . . . . . . . .       6,016
    Accounts payable. . . . . . . . . . . . . . . . . .      13,801
                                                         -----------

        Total Current Liabilities . . . . . . . . . . .      19,817
                                                         -----------

STOCKHOLDERS' EQUITY

    Common stock
        200,000,000 shares authorized, at $0.001 par
        value; 10,026,500 shares issued and outstanding      10,027

    Capital in excess of par value. . . . . . . . . . .      35,023

     Deficit accumulated during the exploration stage .     (64,826)
                                                         -----------

        Total Stockholders' Deficiency. . . . . . . . .     (19,776)
                                                         -----------

                                                         $       41
                                                         ===========
</TABLE>








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







                                      -22-
<PAGE>



                             QUINCY RESOURCES, INC.
                           (EXPLORATION STAGE COMPANY)
                             STATEMENT OF OPERATIONS
               FOR THE YEARS ENDED APRIL 30, 2002 AND 2001 AND THE
            PERIOD MAY 5, 1999 (DATE OF INCEPTION) TO APRIL 30, 2002


<TABLE>
<CAPTION>





                              APR 30,       APR 30,      MAY 5, 1999 TO
                                2002          2001        APR 30, 2002
                            ------------  ------------  ----------------
<S>                         <C>           <C>           <C>



REVENUES . . . . . . . . .  $         -   $         -   $             -

EXPENSES . . . . . . . . .       22,906        17,862            64,826
                            ------------  ------------  ----------------

NET LOSS . . . . . . . . .  $   (22,906)  $   (17,862)  $       (64,826)
                            ============  ============  ================




NET LOSS PER COMMON SHARE

    Basic. . . . . . . . .  $         -   $         -
                            ============  ============


AVERAGE OUTSTANDING SHARES

    Basic. . . . . . . . .   10,026,500    10,026,500
                            ============  ============
</TABLE>














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







                                      -23-
<PAGE>



                              QUINCY RESOURCES INC.
                           (EXPLORATION STAGE COMPANY)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
               FOR THE PERIOD FROM MAY 5, 1999 (DATE OF INCEPTION)
                                TO APRIL 30, 2002

<TABLE>
<CAPTION>




                                                                CAPITAL IN
                                           COMMON      STOCK    EXCESS OF    ACCUMULATED
                                           SHARES     AMOUNT    PAR VALUE      DEFICIT
                                         ----------  ---------  ----------  -------------
<S>                                      <C>         <C>        <C>         <C>
BALANCE MAY 5, 1999 (date of inception)           -  $       -  $        -  $          -

Issuance of common stock for cash at
    $0.001 - June 17, 1999. . . . . . .   4,000,000      4,000           -             -

Issuance of common stock for cash at
    $0.001 - July 26, 1999. . . . . . .   6,000,000      6,000           -             -

Issuance of common stock for cash at
    $0.10 - August 15, 1999 . . . . . .      26,500         27       2,623             -

Capital contributions - expenses -
     related parties. . . . . . . . . .           -     10,800           -

Net operating loss for the period from
    May 5, 1999 to April 30, 2000 . . .           -          -           -       (24,058)


Capital contributions - expenses -
    related parties . . . . . . . . . .           -          -      10,800             -

Net operating loss for the year ended
    April 30, 2001. . . . . . . . . . .           -          -           -       (17,862)
                                         ----------  ---------  ----------  -------------

BALANCE APRIL 30, 2001. . . . . . . . .  10,026,500     10,027      24,223       (41,920)

Capital contributions - expenses -
     related parties. . . . . . . . . .           -          -      10,800             -

Net operating loss for the year ended
    April 30, 2002. . . . . . . . . . .           -          -           -       (22,906)
                                         ----------  ---------  ----------  -------------

BALANCE APRIL 30, 2002. . . . . . . . .  10,026,500  $  10,027  $   35,023  $    (64,826)
                                         ==========  =========  ==========  =============
</TABLE>












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



                                      -24-
<PAGE>


                              QUINCY RESOURCES INC.
                           (EXPLORATION STAGE COMPANY)
                             STATEMENT OF CASH FLOWS
               FOR THE YEAR ENDED APRIL 30, 2002 AND 2001 AND THE
            PERIOD MAY 5, 1999 (DATE OF INCEPTION) TO APRIL 30, 2002


<TABLE>
<CAPTION>




<S>                                                          <C>            <C>               <C>


                                                                 APRIL 30      APRIL 30    MAY 5, 1999 TO
                                                                     2002         20001     APR 30,  2002
                                                             -------------  ---------------- ------------
CASH FLOWS FROM
     OPERATING ACTIVITIES

     Net loss . . . . . . . . . . . . . . . . . . . . . . .  $    (22,906)  $       (17,862)  $  (64,826)

     Adjustments to reconcile net loss to
     net cash provided by operating
     activities:

          Change in accounts payable. . . . . . . . . . . .        12,147             6,495       19,817
          Capital contribution - expenses - related parties        10,800            10,800       32,400
                                                             -------------  ----------------  -----------

               Net Change in Cash From Operations . . . . .            41              (567)     (12,609)
                                                             -------------  ----------------  -----------

CASH FLOWS FROM INVESTING
     ACTIVITIES . . . . . . . . . . . . . . . . . . . . . .             -                 -            -
                                                             -------------  ----------------  -----------

CASH FLOWS FROM FINANCING
     ACTIVITIES

          Proceeds from issuance of common stock. . . . . .             -                 -       12,650
                                                             -------------  ----------------  -----------

     Net Change in Cash . . . . . . . . . . . . . . . . . .            41              (567)          41

     Cash at Beginning of Period. . . . . . . . . . . . . .             -               567            -
                                                             -------------  ----------------  -----------

     Cash at end of period. . . . . . . . . . . . . . . . .  $         41   $             -   $       41
                                                             =============  ================  ===========




SCHEDULE OF NONCASH OPERATING
      ACTIVITIES

Capital contributions - expenses - related parties. . . . .  $     10,800   $        10,800   $   32,400
                                                             =============  ================  ===========
</TABLE>








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



                                      -25-
<PAGE>


                             QUINCY RESOURCES, INC.
                           (EXPLORATION STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


1.   ORGANIZATION

The  Company  was  incorporated  under the laws of the State of Nevada on May 5,
1999  with  authorized  common  stock of 200,000,000 shares at $0.001 par value.

The  Company  was  organized for the purpose of acquiring and developing mineral
properties.

Since  its  inception  the  Company  has  completed  Regulation  D  offerings of
10,026,500  shares  of  its  capital  stock  for  cash.

2.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Accounting  Methods
-------------------

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

Dividend  Policy
----------------

The  Company  has  not  yet  adopted  a  policy  regarding payment of dividends.

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

On April 30, 2002 the Company had a net operating loss carry forward of $64,826.
The  tax benefit of $19,448 from the loss carry forward has been fully offset by
a  valuation reserve because the use of the future tax benefit is doubtful since
the  Company  has  no  operations.  The  net  operating  loss  expires  in 2022.

Basic  and  Diluted  Net  Income  (Loss)  Per  Share
----------------------------------------------------

Basic  net  income  (loss)  per share amounts are computed based on the weighted
average  number  of  shares  actually  outstanding.

Capitalization  of  Mineral  Claim  Costs
-----------------------------------------

Cost of acquisition, exploration, carrying and retaining unproven properties are
expensed as incurred.  Costs incurred in proving and developing a property ready
for  production  are  capitalized  and  amortized  over  the life of the mineral
deposit  or over a shorter period if the property is shown to have an impairment
in  value.  Expenditures  for  mining  equipment are capitalized and depreciated
over  their  useful  life.

Environmental  Requirements
---------------------------

At  the  report  date  environmental  requirements related to the mineral leases
acquired  are  unknown  and  therefore any estimate of any future cost cannot be
made.


                                      -26-
<PAGE>


                             QUINCY RESOURCES, INC.
                           (EXPLORATION STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)



2.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  -  CONTINUED

Financial  Instruments
----------------------

The  carrying  amounts  of  financial  instruments,  including cash and accounts
payable,  are  considered  by  management  to  be  their  estimated fair values.

Estimates  and  Assumptions
---------------------------

Management  uses  estimates and assumptions in preparing financial statements in
accordance  with  generally  accepted accounting principles. Those estimates and
assumptions  affect  the  reported  amounts  of  the assets and liabilities, the
disclosure  of  contingent assets and liabilities, and the reported revenues and
expenses.  Actual  results  could  vary  from the estimates that were assumed in
preparing  these  financial  statements.

Comprehensive  Income
---------------------

The  Company  adopted  Statement of Financial Accounting Standards No. 130.  The
adoption  of  this  standard  had  no  impact on the total stockholder's equity.

Recent  Accounting  Pronouncements
----------------------------------

The  Company  does  not  expect  that  the  adoption  of other recent accounting
pronouncements  will  have  a  material  impact  on  its  financial  statements.

3.  ACQUISITION  OF  MINERAL  LEASE

The Company acquired and staked an undeveloped mineral claim containing 16 units
covering  256 hectares located in the Ferrier Creek area of the English Township
in  the Porcupine mining Division of Ontario, Canada approximately 50 kilometres
south  of  the  mining community of Timmins.  The claims have not been proven to
have  a commercially mineable ore reserve and therefore all costs of exploration
and  retaining  the  properties  have  been  expensed.

The  claims  are  in  good  standing  until  July  10,  2003.

4.  SIGNIFICANT  TRANSACTIONS  WITH  RELATED  PARTIES

Officer-directors  have  acquired  40%  of the common stock issued and have made
contributions  to  capital  by  the  payment  of  Company  expenses  of $32,400.

An  officer  has  made  advances  of $6,016 to the Company which is shown in the
accounts  payable.


                                      -27-
<PAGE>


                             QUINCY RESOURCES, INC.
                           (EXPLORATION STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)




5.  GOING  CONCERN

The  Company  will need additional working capital to service its debt and to be
successful  in  its  efforts  to  develop  the  mineral  lease  acquired.

Continuation  of  the  Company  as  a  going concern is dependent upon obtaining
additional  working  capital  and  the management of the Company has developed a
strategy, which it believes will accomplish this objective through contributions
from  officers,  additional  equity funding, and long term financing, which will
enable  the  Company  to  operate  in  the  coming  year.































                                      -28-
<PAGE>


ANDERSEN  ANDERSEN  &  STRONG,  L.C.             941  East 3300 South, Suite 220
------------------------------------
CERTIFIED  PUBLIC  ACCOUNTANTS  AND  BUSINESS CONSULTANTS BOARD Salt Lake City,
Member  SEC  Practice  Section  of  the  AICPA                     Utah,  84106
                                                         Telephone 801-486-0096
                                                              Fax  801-486-0098


Board  of  Directors
Quincy  Resources,  Inc.





We  have been engaged to audit the financial statements of the above Company for
the  period  ended April 30, 2002.   We are required to be independent according
to  the  standards  ("Standards")  established  by  the  American  Institute  of
Certified  Public  Accounts and within the meaning of the Securities Act ("Act")
administered  by  the  Securities  and  Exchange  Commission.

With  regards  to independence, we hereby report that there are no relationships
between  our  firm and any of our related entities and the above Company and its
related  entities that in our professional judgment may reasonably be thought to
bear  on  independence.   We,  therefore, confirm that we are independent of the
company  within  the  meaning  of  Acts  and  Standards.




                                        Sincerely

                                        /s/  Rex  Andersen








                                      -29-
<PAGE>