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UNITED STATES
  SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-KSB

x ANNUAL REPORT
  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934

For the fiscal year ended April 30, 2004

 ̈ TRANSITION
  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to ____________

Commission File No. 000-31501

QUINCY GOLD CORP.(formerly Quincy Resources Inc.)(Exact name of Registrant as specified in its charter)

|Nevada                                   | 980218264             
|---------------------------------------- | ----------------------
|(State or other jurisdiction of          | (I.R.S. Employer      
|incorporation or organization)           | Identification Number)
|                                        
|309 Center Street, Hancock, MI 49930     | 49930                 
|(Address of principal executive offices) | (Zip Code)            

Registrant's telephone number, including area code: (906) 482-4695

Securities registered pursuant to Section 12(b) of the Act:
  None

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

Check whether the issuer (l) has filed all reports required
  to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months
  (or for such shorter period that the registrant was required to file such reports),
  and (2) has been subject to such filing requirements for the past 90 days.      
  x Yes      
   ̈ No

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 registrant'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. x

Revenues for fiscal year ended April 30, 2004 were $0.

The aggregate market value of the voting stock held by non-affiliates
  computed by reference to the last reported sale price of such stock as of April
  30, 2004 was: $6,499,215.

The number of shares of the issuer's Common Stock outstanding
  as of April 30, 2004 was 22,626,670. Transitional Small Business Disclosure
  Format (check one):     Yes  ̈    No
  x

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Form 10-KSB

TABLE OF CONTENTS

|                          |                                                                                                                        | Page
|------------------------- | ---------------------------------------------------------------------------------------------------------------------- | ----
|Part I                    |                                                                                                                        |     
|Item 1.                   | Description of Business                                                                                                | 1   
|Item 2.                   | Description of Property                                                                                                | 26  
|Item 3.                   | Legal Proceedings                                                                                                      | 27  
|Item 4.                   | Submission of Matters to Vote of Securities Holders                                                                    | 27  
|                         
|Part II                   |                                                                                                                        |     
|Item 5.                   | Market for Common Equity and Related Stockholder Matters                                                               | 27  
|Item 6.                   | Management's Discussion and Analysis or Plan of Operations                                                             | 30  
|Item 7.                   | Financial Statements                                                                                                   | 33  
|Item 8.                   | Changes In and Disagreements with Accountants on Accounting
      and Financial Disclosure                             | 34  
|Item 8A.                  | Controls and Procedures                                                                                                | 34  
|                         
|Part III                  |                                                                                                                       
|Item 9.                   | Directors, Executive Officers, Promoters and Control
      Persons; Compliance with Section 16 (a) of the Exchange Act | 34  
|Item 10.                  | Executive Compensation                                                                                                 | 36  
|Item 11.                  | Security Ownership of Certain Beneficial Owners and
      Management and Related Stockholder Matters                   | 39  
|Item 12.                  | Certain Relationships and Related Transactions                                                                         | 40  
|Item 13.                  | Exhibits and Reports on Form 8-K                                                                                       | 41  
|Item 14.                  | Principal Accountant Fees and Services                                                                                 | 43  
|                         
|Glossary of Certain Terms | 44                                                                                                                    
|                         
|Signatures                | 45                                                                                                                    

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PART I

ITEM 1. DESCRIPTION OF BUSINESS

General

We were incorporated in the State of Nevada on May 5, 1999
  with an authorized capital of 200,000,000 shares of common stock, par value
  $0.001 as "Quincy Resources Inc." On July 7, 2004 we changed our name to "Quincy
  Gold Corp." We own seven mineral properties as well as a natural resource mineral
  database. Our business office is located at 309 Center Street, Hancock, MI 49930.
  Our telephone number is (906) 370-4695.

We were organized for the purpose of acquiring and developing
  mineral properties. We own interests in seven sets of mineral claims: the Silver
  Bow Property, the AG Property, the Lantern Property, the Quartz Mountain Property,
  the Empire Property, the Miller Property and the Seven Troughs Property.

We are in the exploration stage and will continue to be in
  the exploration stage until we achieve significant revenues from operations.
  In an exploration stage company, management devotes most of its activities in
  acquiring and developing mineral properties. There is no assurance that a commercially
  viable mineral deposit exists on any of our properties. Further exploration
  will be required before a final evaluation as to the economic and legal feasibility
  is determined. Our ability to emerge from the exploration stage with respect
  to our planned principal business activity is dependent upon our ability to
  attain profitable operations. There is no guarantee that we will be able to
  identify, acquire or develop mineral properties that will produce profitability.
  Moreover, if a potential mineral property is identified which warrants acquisition
  or participation, additional funds may be required to complete the acquisition
  or participation, and we may not be able to obtain such financing on terms which
  are satisfactory to us. There is substantial doubt regarding our ability to
  continue as a going concern. Our management's plans for our continuation as
  a going concern include financing our operations through sales of our unregistered
  common stock. If we are not successful with our plans, investors could then
  lose all or a substantial portion of their investment.

Principal Product

Our principal product is the exploration, and if warranted,
  sale of precious minerals. Since our properties have yet to be explored by us
  there is no guarantee any ore body will ever be found.

Atlas Database

On January 17, 2003 we acquired Atlas Database Corp, the owner
  of a natural resource exploration database developed by Atlas Minerals Inc.
  during the period 1982 through 1997. The majority of the information contained
  in the database relates to research on bulk mineable precious mineralized material
  in the western United States, particularly sediment hosted disseminated gold
  deposits and volcanic hosted disseminated hot springs gold mineralized material.
  Our management intends to utilize this database to further its stated business
  objective of locating, acquiring and exploring mineral natural resource properties.

Atlas Database Corp. was acquired pursuant to an Agreement
  and Plan of Merger between ourselves, Atlas Database Acquisition Corp., our
  wholly owned subsidiary, Atlas Database Corp., Platoro West Incorporated ("Platoro")
  and William M. Sheriff. Mr. Sheriff is the sole Shareholder

1

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of Platoro which was, in turn, the sole shareholder of Atlas
  Database Corp. Pursuant to the terms of the Agreement and Plan of Merger, 6,000,000
  shares of our common stock were issued to Platoro in exchange for all of the
  issued and outstanding shares of Atlas Database Corp., Atlas Database Acquisition
  Corp. merged with and into Atlas Database Corp. and its separate existence ceased.
  As a result of the foregoing, Atlas Database Corp. is now our wholly-owned subsidiary.

The purchase price for the Atlas Database of 6,000,000 shares
  of our common stock was determined through arm's length negotiations between
  ourselves and Platoro.

Atlas Database Corp. was formed in January, 2003 and was assigned
  all of Platoro's right, title and interest in and to the Atlas Database in exchange
  for $15,000 cash. Prior to the Agreement and Plan of Merger, Platoro was the
  sole shareholder of Atlas Database Corp. and therefore its parent company.

Platoro's interest in the Atlas Database was acquired pursuant
  to a Bill of Sale and Letter Agreement between Platoro and Atlas Minerals Inc.
  dated June 10, 2000. The purchase price paid by Platoro to Atlas Minerals Inc.
  was $15,000 cash. As required by the Letter Agreement, we have agreed to comply
  with the terms thereof. Accordingly, we are required to allow Atlas Minerals
  Inc. access to the data contained in the Atlas Database for competitive purposes,
  provided that Atlas Minerals Inc. provides reasonable notice. To date, Atlas
  Minerals Inc. has not requested access to the data. The Letter Agreement does
  not provide for sales of any of the data contained in the Atlas Database by
  Atlas Minerals Inc. to third parties, it only requires that we grant access
  to the data for competitive purposes. However, it does not specifically prohibit
  such sales nor would we receive any portion of sales proceeds. We have not obtained
  a legal opinion on whether or not Atlas Minerals Inc. has the right to sell
  any of the data contained in the Atlas Database to third parties. However, we
  are of the view that such sales would be a violation of the terms of the Letter
  Agreement and would take steps to prevent such sales. We can give no assurance
  that we would be successful in this regard. Pursuant to the terms of the Letter
  Agreement, Atlas Minerals Inc. is entitled to access the Atlas Database for
  the purpose of competing directly with us. Pursuant to the terms of the Letter
  Agreement, in the event we sell any of the data to a third party we are required
  to pay Atlas Minerals Inc. 25% of the proceeds of the sale. We do not require
  Atlas Minerals Inc.'s consent to sell any of the data in the Atlas Database
  to any third party.

Pursuant to the terms of the Agreement and Plan of Merger
  we have granted Platoro the option to repurchase from us the Atlas Database
  on an "as is, where is" basis, provided that (i) during the 365 day period prior
  to the exercise of the option we have not made commercial use of the Atlas Database
  and (ii) we have no commercially reasonable plans for use of the Atlas Database.
  The exercise price of the option is payment by 6,000,000 shares of our common
  stock. Accordingly, the option exercise price is the same as the purchase price.
  In the event that we sell the Atlas Database to an arm's length third party
  the option granted to Platoro will terminate.

Silver Bow Property


Pursuant to the terms of a Mining Lease and Agreement made
  the 21st day of February, 2003 between ourselves and Donald K. Jennings
  and Renegade Exploration (the "Owners"), we acquired the exclusive right to
  explore and mine ores and minerals of any kind (except oil and gas) on 73 unpatented
  lode mining claims, located on 1,460 acres, in Nye County, Nevada known as the
  Silver Bow Property. Its location is shown on the following map.



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The Silver Bow leased properties are described as follows:

|Name                                   | Date Recorded  | NMC Number      | Expiry Date    
|-------------------------------------- | -------------- | --------------- | ---------------
|                                       |                |                 |                
|Bow 1-3, 14, 15, 32, 33, 18 - 23, & 25 | March 1, 2002  | 828189  828202 | August 31, 2004
|                                       |                |                 |                
|Bow 4 - 13, 16, 17, 24, 26 - 73        | April 14, 2003 | 8464429- 846487 | August 31, 2004

The lease is subject to a 3% Net Smelter Return (NSR) royalty
  in favor of the Owners. We have the right to purchase two thirds of the NSR
  for $1,500,000 and the final third for an additional $2,000,000. The lease has
  a term of 15 years, provided that the following advance royalty payments are
  made to the Owners:

- $10,000 upon signing (paid);
- $15,000 on February 21st , 2004 (paid);
- $20,000 on February 21st , 2005;
- $30,000 on February 21st , 2006;
- $40,000 on February 21st , 2007;
- $50,000 on February 21st , 2008; and
- $50,000 on each February 21st thereafter.

While as at the date hereof we have sufficient funds to pay
  the advance royalty payments due on February 21st, 2005, there is
  no guarantee that we will have sufficient funds to make such payment when it
  is due. In addition, we may not have the funds to make the advance royalty payments
  due beginning February 21st, 2006. To have the funds available we
  will either seek advances from our directors or officers, or engage in additional
  offerings of our stock. At present, we have made no arrangements to do any of
  these two methods of fund raising. In the event that we determine that the Silver
  Bow Property does not merit further exploration, we will not make any further
  advance royalty payments. If we fail to make the advance royalty payments the
  Mining Lease and Agreement will terminate and we will lose our interest in the
  Silver Bow Property.

Pursuant to the terms of the Mining Lease and Agreement we
  have also agreed with the Owners that, in the event that we locate any additional
  unpatented mining claims within an "Area of Interest" surrounding the Silver
  Bow Property, such claims will be subject to the Mining Lease and Agreement
  and, as a result, we will be obligated to pay a 3% NSR royalty referred to above
  to the Owners in respect of such claims. In the event that any claims we locate
  are inside the "Area of Interest" and are subject to a royalty payable to a
  third party, the 3% NSR royalty payable to the Owners will be reduced on a dollar
  for dollar basis. The "Area of Interest" is defined by specific boundaries and
  encompasses 1,887 hectares located around the Silver Bow Property.

The claims comprising the Silver Bow Property are numbered
  Bow 1-73 and are registered in the name of Donald K. Jennings. Maintenance fees
  on these claims have been paid until September 1, 2004. As a result of the fact
  that these claims are not registered in our name, other mining companies could
  claim interests in the 73 unpatented mining claims or challenge our right to
  conduct exploration activities on the Silver Bow Property.

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The acquisition of the Silver Bow Property was based on an
  examination by two exploration geologists, Thomas Skimming and William Utterback,
  of: (i) past exploration programs by other companies and individuals; and (ii)
  the production history of the Silver Bow area and its strategic location within
  the Midway Structural Trend. The examination led Messrs. Skimming and Utterback
  to the conclusion that the Silver Bow Property was one of merit, that it exhibited
  significant gold and silver potential, and warranted further exploration. They
  then recommended that we negotiate an option agreement for the Silver Bow Property.
  Messrs. Skimming and Utterback have no interests in the Silver Bow Property.
  Messrs. Skimming and Utterback are directors with extensive exploration experience
  in the State of Nevada.

There are no known reserves on the Silver Bow Property and
  any proposed program by us is exploratory in nature.

The Bow claims are located within the Silverbow Mining District
  in Nye County, approximately 50 miles east-southeast of the town of Tonopah
  in south-central Nevada. More precisely, the claims are situated in sections
  26 and 32-36 inclusive, T1N, R49E in the central part of the Kawich Mountain
  Range. The Nellis Air Force Bombing Range borders the area to the south. Access
  is by paved road east of Tonopah on SR 6 and southeast on the access road to
  the Nevada Test Site boundary and then approximately 20 miles of poorly maintained
  single track gravel road.

We have not conducted any significant exploration activities
  on the Silver Bow Property.

Climate, Local Resources and Physiography

The Silver Bow Property lies at elevations ranging from 6,500
  to 7,600 feet above mean sea level within a moderately rugged terrain. The climate
  is classified as high arid desert. Temperatures vary from 110oF in the
  summer to 0oF in the winter with an average precipitation of only 3.50
  inches per year.

History

The first discoveries of gold and silver in the Silverbow
  District were made in the fall of 1904. The first shipments of ore were made
  in 1906 and by the fall of the same year, the area was abandoned. The area became
  active again in 1913 and 1920 when small stamp mills were built.

In 1929, a 50-ton flotation mill was constructed at the Blue
  Horse Mine but operated for only a short time. During 1940 to 1942, lessees
  shipped about 160 tons of ore from the Silver Glance Mine averaging .05 ounces
  per ton in gold and 35 ounces per ton in silver. The mines of the Silverbow
  District were the most consistent gold and silver producers in the area. Ore
  was shipped annually from the district from 1906 through 1955 with only a few
  short gaps of no recorded production. Total production from the Silverbow District
  as calculated by the United States Bureau of Mines (USBM) is 3,246 tons of ore
  yielding 8,709 ounces of gold and 90,570 ounces of silver. As late as 1964,
  several of the mines were re-opened but were worked for only a short time.

Since the early 1960s there have been at least four programs
  of exploratory drilling carried out in the Silverbow District. A total of 17
  core and rotary drill holes were completed by the Browne Group in the gulch
  west of the Silverbow townsite in the 1960s. Amoco Minerals Co. completed 6
  rotary drill holes north of the townsite and near the Hillside Mine in 1983-1984.
  Later in the 1980s, several rotary holes were drilled by NERCO. In late 1993
  and early 1994, the Phelps

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Dodge Mining Co. carried out a program of reverse circulation
  rotary drilling in the ridge west of the Silverbow townsite. In 1997, Placer
  Dome Inc. finished the latest round of drilling and concluded that a target
  meeting their size requirements was unlikely and quitclaimed the property to
  NevSearch, L.L.C.

We estimate that an initial exploration program on the Silver
  Bow Property will cost approximately $125,000. This amount provides for a complete
  review and assessment of the results from all the previous exploration carried
  out on the property for which information is available or can be obtained ($10,000);
  mapping and sampling of the existing and accessible underground workings ($15,000)
  and approximately 10,000 feet of drilling, which would include geological supervision,
  logging, sampling and assaying ($100,000).

Subject to obtaining sufficient financing we plan to review
  these mineral claims and, if warranted, undertake further exploration activities.

AG Property

In March 2003, we staked 43 lode mining claims in Humboldt
  County, Nevada known as the AG Property. The claims are registered in our name.

The AG mining claims are described as follows:

|Name     | Date Recorded | NMC Number    | Expiry Date    
|-------- | ------------- | ------------- | ---------------
|         |               |               |                
|AG 11-53 | March 3, 2003 | 844139-844181 | August 31, 2004

The AG Property is located approximately 32 miles northwest
  of the town of Orovada in Humboldt County, Nevada. The Property lies within
  the Bilk Creek Mountains, as shown on the following map, and encompasses a small
  hill.



Access to the Property is from the town of Winnemucca located
  in northern Nevada on Interstate Route 80, north on U.S. Route 95, then northwesterly
  on Nevada State Route 140 to the Fort McDermott Indian Reservation, then along
  an unimproved dirt road running north through Sand Canyon for approximately
  22 miles to the Property.

The acquisition of the AG Property was based on the results
  of an exploration program previously carried out by Noranda Exploration, Inc.
  in 1983 on ground presently encompassed by the AG Property. Thomas Skimming
  and William Utterback, exploration geologists, also conducted a field examination.
  They identified evidence of banded, epithermal, quartz-adularia veins on the
  property which exhibited "angel wing" textures characteristic of many of the
  epithermal quartz veins that have been developed as gold mines in the state
  of Nevada. Messrs. Skimming and Utterback have no interest in the AG Property.

We have not conducted any exploration activities on the AG
  property. Subject to obtaining sufficient financing we plan to review these
  mineral claims and, if warranted, undertake further exploration activities.
  We are presently in the exploration stage and there is no assurance that a commercially
  viable mineral deposit, a reserve, exists in the AG Property until further exploration
  is done and a comprehensive evaluation concludes economic and legal feasibility.

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There are no known reserves on the AG Property and any proposed program by us is exploratory in nature.

Climate, Local Resources and Physiography

The AG Property lies at elevations ranging from 6,000 to 6,700
  feet above mean sea level within a moderately rugged terrain. Agate Point, the
  most prominent topographic feature on the Property, has an elevation of 6728
  feet above mean sea level. The climate is classified as high arid to semi-arid
  desert. Temperatures vary from 100oF in the summer to -10oF in the
  winter with an average precipitation of approximately 5 inches per year which
  is mainly in the form of snow during the winter months.

History

During a routine field investigation in 1983 in Sand Canyon
  at the south end of the Bilk Creek Mountain Range, geologists of Noranda Exploration
  Inc. noticed a north trending structure extending to Agate Point which suggested
  an extensive area of silica alteration.

Preliminary sampling indicated anomalous gold, arsenic, antimony
  and mercury in brecciated and stockwork veined volcanic rocks. During the following
  year, geological mapping was carried out to identify the volcanic stratigraphy,
  structure and the distribution and type of alteration exhibited in the rocks.
  Geochemical sampling was done to identify areas with anomalous concentrations
  of precious metals and pathfinder elements. This data was examined and preliminary
  models were constructed. As a result of their findings, Noranda concluded that
  the Agate Point area has low potential for a large tonnage, economic precious
  metal deposit (open pit, heap leach-type of deposit) but noted the potential
  for a structurally controlled, high grade-type deposit in the area.

Around 1990, Geomex Minerals Inc. acquired the AG Property
  and drilled two shallow holes approximately 2000 feet apart in the central area
  near Agate Point. One of these was collared near the granite contact. The results
  of their drilling are not available but it is known that they were looking for
  a bulk tonnage deposit.

It is estimated initial exploration program on the AG Property
  will cost approximately $75,000. This amount provides for additional sampling
  of the vein system in the central portion of the Property together with sample
  analyses ($15,000), test geophysical surveys and the construction of a control
  grid ($10,000) and approximately 5,000 feet of reverse-circulation drilling
  at an all inclusive cost of $10 per foot, which would include geological supervision,
  logging, sampling and assaying of drill samples ($50,000).

Lantern Property

On July 31, 2003, we entered into a mining lease with Newmont
  Mining Corporation for patented fee land totaling 1,123 acres, and also received
  a quit claim deed for 340 acres consisting of 22 unpatented mining claims. The
  property is known as the Lantern Property. Platoro West Incorporated, a corporation
  controlled by one of our shareholders, namely William Sheriff, is also a party
  to the Mining Lease. Specifically excluded from the agreement are 22 unpatented
  mining claims under lease to Romios Gold Resources, Inc. a Canadian corporation.

Platoro West Incorporated began negotiating with Newmont in
  2002 to acquire the Lantern Property and made certain maintenance fee payments
  in respect of the claims comprising the Lantern Property in contemplation of
  a definitive agreement being reached with Newmont. In

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2003, as part of these negotiations, Platoro proposed to Newmont
  that Platoro would lease the Lantern Property from Newmont and, in turn, sublease
  the Lantern property to us. Newmont requested instead that both Platoro and
  ourselves be party to the mining lease agreement. We have agreed with Platoro
  that we will reimburse Platoro for all out-of-pocket costs incurred by it in
  respect of maintaining the Lantern Property prior to the date of the mining
  lease agreement and that, in the event that we do not elect to conduct exploration
  work on the Lantern Property, we will transfer the Lantern Property to Platoro,
  subject to the terms of the mining lease agreement. We are of the view that
  this arrangement does not give rise to a conflict of interest as neither William
  Sheriff nor Platoro are directors of ours.

The Lantern Property is located in Pershing County, Nevada,
  about 62 miles from Winnemucca, Nevada. Access to the property is from the town
  of Lovelock located on Interstate Highway No. 80 over Nevada State Route 399
  for 15 miles and then an additional 35 miles to the north over unimproved gravel
  roads.



The 17 unpatented mining claims deeded to us as part of the
  Lantern Property are as follows:

|Name        | NMC Number    | Expiry Date    
|----------- | ------------- | ---------------
|            |               |                
|Petal 1-8   | 772574-772581 | August 31, 2004
|Petal 29-36 | 772602-772609 | August 31, 2004
|Petal 38    | 772611        | August 31, 2004

The leased portions of the Lantern Property are 29-OSP-0001(NLRC
  182054) and 29-OSP-0006(182092).

Under the lease agreement, we are required to spend the following
  amounts on exploration and assessment work:

- $25,000 during the 12 month period ended July 31, 2005;
- $25,000 during the 12 month period ended July 31, 2006;
- $50,000 during the 12 month period ended July 31, 2007;
- $50,000 during the 12 month period ended July 31, 2008;
- $50,000 during the 12 month period ended July 31, 2009;
- $50,000 during the 12 month period ended July 31, 2010;
- $50,000 during the 12 month period ended July 31, 2011;
- $50,000 during the 12 month period ended July 31, 2012; and
- $100,000 during the 12 month period ended July 31, 2013 and each July 31
    thereafter as long as the agreement is in effect.

The lease is subject to a maximum 4 % Net Smelter Return (NSR)
  royalty in favor of Newmont Mining Corporation. Newmont Mining Corporation also
  retained a preferential ore processing right. We are required to undertake a
  feasibility study.

While as at the date hereof we have sufficient funds to pay
  the initial exploration and assessment work due by July 31, 2005, there is no
  guarantee that we will have sufficient funds to make such payment when due.
  In the event that we do not have adequate funds available we will either seek
  advances from our directors or officers, or engage in additional offerings of
  our stock. At present, we have made no arrangements to do any of these two methods
  of fund raising. In the event that we determine that the Lantern Property does
  not merit further exploration, we will not make any

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further exploration expenditures. If we fail to make the exploration
  expenditures the mining lease will terminate and we will lose our interest in
  the Lantern Property.

We are also responsible for all taxes and federal maintenance
  fees for the property. Newmont also has the option to create a joint venture
  with us. We can terminate the Agreement at any time after spending $100,000
  on exploration and assessment work.

There are no known reserves on the Lantern Property and any
  proposed program by us is exploratory in nature.

Newmont has told us that the current owner of the property,
  Nevada Land and Resource Company LLC, has filed a lawsuit challenging the validity
  of leases for the Lantern Property. A July 12, 2002, trial court decision rejected
  Nevada Land and Resource Company claims. That decision is now on appeal to the
  Nevada Supreme Court.

We have not conducted any exploration activities on the Lantern
  Property.

Acquisition of our interests in the Lantern Property was based
  on the professional judgment and evaluation of two exploration geologists, Thomas
  Skimming and William Utterback. Messrs. Skimming and Utterback are directors
  with extensive exploration experience in the State of Nevada. Messrs. Skimming
  and Utterback have no interest in the Lantern Property.

Climate and Physiography

The Lantern Property is situated near the southwestern end
  of the Antelope Range within a cluster of low hills ranging between 4,800 and
  5,200 feet elevation. Vegetation consists essentially of sparse amounts of sage
  brush and patches of native grasses.

The climate is high arid desert with light snow falls during
  the winter months that usually melt before March and rarely accumulates to depths
  that would inhibit travel. The area is dry throughout most of the year.

History

Since 1980, several companies, principally Santa Fe Pacific
  Gold Corporation and Newmont Mining Corporation have conducted comprehensive
  exploration programs within portions of the boundaries of the existing Lantern
  Property. This work, consisting largely of geological mapping, soil and rock
  geochemical surveys, various geophysical surveys and extensive drilling, identified
  a low-grade resource reported to contain 268,000 gold equivalent ounces. Higher
  grade intercepts of gold mineralization were encountered in banded, epithermal
  quartz veins during the drilling but were never evaluated with deeper, systematic
  drilling. The earlier exploration programs focused on the potential for a low-grade,
  bulk tonnage-type of gold deposit on the property but did not address the potential
  of a deeper, high-grade, bonanza-type of gold mineralization.

Budget

We estimate that an initial exploration program on the Lantern
  Property will cost approximately $100,000. This amount provides for an in-depth
  review and assessment of the results from all the previous exploration carried
  out on the Lantern Property for which technical data and general information
  is available to us and approximately 10,000 feet of reverse circulation drilling
  which would include geological supervision, logging, sampling, assaying and
  general administrative costs.

8

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Quartz Mountain Property

Pursuant to the terms of an Option Agreement made as of October
  15, 2003 with Seabridge Gold Corporation (a wholly-owned subsidiary of Seabridge
  Gold Inc.) ("Seabridge") we acquired an exclusive option to earn a 50% interest
  in 67 unpatented mining claims located in Lake County, Oregon known as the Quartz
  Mountain Property, subject to certain exclusions. Our rights pursuant to the
  Option Agreement specifically exclude a reported 2.7 million ounce low-grade
  gold resource, discussed below. Our exploration program will focus on other
  reported grades of mineralization

Pursuant to the terms of the Option Agreement, in order to
  maintain our option and earn the 50% interest we must:

| | incur cumulative exploration expenditures of $1,500,000 on
      or before October 15, 2008 as follows
| | ------------------------------------------------------------------------------------------------------
|
| |                                                                                                       
| |                                                                                                       
| |                                                                                                       
| |                                                                                                       
|
| | issue to Seabridge 250,000 shares of our common stock as follows                                      
|
| |                                                                                                       
| |                                                                                                       

If those conditions are satisfied, we will be deemed to have
  exercised the option and earned our 50% interest in the Quartz Mountain Property,
  at which time we will be deemed to have entered into a Joint Venture Agreement
  with Seabridge.

While currently we have sufficient funds to make the cumulative
  exploration expenditures due by October 15, 2004, there is no guarantee that
  we will have sufficient funds to make such expenditures when due. In addition,
  we may not have funds to make the cumulative exploration expenditures due beginning
  October 15, 2005. In the event we do not have the funds available, we will either
  seek advances from our directors or officers, or engage in additional offerings
  of our stock. At present, we have no arrangements to do any of these two methods
  of fund raising. In the event we determine the Quartz Mountain Property does
  not merit further exploration, we will not make any further exploration expenditures.
  If we fail to make the exploration expenditures, the Option Agreement will terminate
  and we will lose our interest in the Quartz Mountain Property.

We may also increase our interest in the Quartz Mountain Property
  from 50% to 62.5% by (i) funding 100% of a feasibility study on the Quartz Mountain
  Property within three years; and (ii) issuing 250,000 shares at the completion
  of the feasibility study.

We are required to make the first $100,000 of expenditures
  and to pay all fees required to keep the Quartz Mountain Property in good standing.
  Once we have made the first $100,000 of expenditures we may terminate the Option
  Agreement on 60 days written notice to Seabridge.

9

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We have also agreed with Seabridge that, if the parties to
  the Option Agreement acquire any additional mineral properties within two miles
  of the outer boundaries of the Quartz Mountain Property, such properties will
  immediately be subject to the Option Agreement.

The Option Agreement is subject to two Royalty Agreements,
  the first of which is between Seabridge and William M. Sheriff, our largest
  shareholder (the "Sheriff Royalty") pursuant to a Royalty Agreement dated December
  18, 2001, and the second of which is between Seabridge and Quartz Mountain Resources
  Ltd. (the "QMR Royalty") pursuant to an Asset Purchase and Sale and Royalty
  Agreement dated December 17, 2001. Pursuant to the Sheriff Royalty, Sheriff
  is entitled to a 0.5% net smelter returns royalty from all ore mined on the
  Quartz Mountain Property, and pursuant to the QMR Royalty, Quartz Mountain Resources
  Ltd. is entitled to a 1% net smelter returns royalty from all ore mined on the
  Quartz Mountain Property.

The claims are registered in the name of Seabridge and are
  described as follows:

|Name                       | Date          | NMC Number                        | Expiry    
|-------------------------- | ------------- | --------------------------------- | ----------
|                           | Recorded      |                                   | Date      
|                           |               |                                   |           
|4 Squares 1-8, amended     | March 29,     | 22755-22762                       | August 31,
|                           | 1962          |                                   | 2004      
|                          
|Angel 7-8                  | October 5,    | 22763-22764                       | August 31,
|                           | 1956          |                                   | 2004      
|                          
|FH 5-12, 21, 23-27, 29-35, | September 1,  | 45146-45153, 45162, 45164-        | August 31,
|64-65, amended             | 1983          | 45168,45170-45176, 45205, 45206   | 2004      
|                          
|FH 14, 22, 28, 36, 66,     | August 16,    | 45155, 45163, 45169, 45177, 45207 | August 31,
|amended                    | 1984          |                                   | 2004      
|                          
|NQTZ 108, 110, 143-148     | February 1,   | 81602, 81603, 81627-81632         | August 31,
|                           | 1985          |                                   | 2004      
|                          
|NQTZ 191, 193              | February 3,   | 81659, 81661                      | August 31,
|                           | 1985          |                                   | 2004      
|                          
|QTZ 31, 32, 34, 41         | June 18, 1983 | 63755, 63756, 63758, 63765        | August 31,
|                           |               |                                   | 2004      
|                          
|QTZ 43, 67-70, 77, 79      | June 19, 1983 | 63767, 63791-63794, 63801, 63803  | August 31,
|                           |               |                                   | 2004      
|                          
|TRA 1-8                    | September 1,  | 66682-66689                       | August 31,
|                           | 1983          |                                   | 2004      

The Quartz Mountain Property is located in the Fremont National
  Forest in south-central Oregon approximately 30 miles west-northwest of the
  town of Lakeview on Oregon State Highway 140 as shown on the following map.



Access to the Quartz Mountain Property from Highway 140 is
  via several secondary paved and gravel service access roads to the Fremont National
  Forest that are maintained by the United States Forest Service.

The acquisition of the Quartz Mountain Property was based
  on a review of the results of a number of exploration programs that were carried
  out in the past and on the professional judgment and

10

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evaluation of two exploration geologists, Thomas Skimming
  and George Cole. Messrs. Skimming and Cole are directors with extensive exploration
  experience in the State of Oregon. Messrs. Skimming and Cole have no interest
  in the Quartz Mountain Property.

We have not conducted any exploration activities on the Quartz
  Mountain Property. Subject to obtaining sufficient financing we plan to review
  these mineral claims and, if warranted, undertake further exploration activities.
  We are presently in the exploration stage and there is no assurance that a commercially
  viable mineral deposit, a reserve, exists in the Quartz Mountain Property until
  further exploration is done and a comprehensive evaluation concludes economic
  and legal feasibility.

There are no known reserves on the Quartz Mountain Property
  and any proposed program by us is exploratory in nature.

Climate, Local Resources and Physiography

The Quartz Mountain Property is situated at an elevation of
  around 6,000 feet above mean sea level in the Basin and Range Province that
  extends from Nevada into southern Oregon. The annual precipitation in this region
  averages 20 inches, most of which falls as snow between the months of October
  and April. Vegetation is characterized by an open, park-like, pine forest with
  sparse underbrush that consists of low profile shrubs and patches of native
  grasses.

History

From 1982 to 1996, comprehensive exploration programs were
  carried out at different time periods by The Anaconda Company, Wavecrest Resources
  Ltd., Galactic Resources Ltd., Pegasus Gold Corporation and Newmont Exploration
  Ltd within the boundaries of the existing Quartz Mountain Property. These programs,
  which consisted essentially of geological mapping, soil and rock geochemistry,
  various geophysical surveys and extensive reverse-circulation and core drilling
  identified a total (measured, indicated and inferred) low-grade resource reported
  to contain 2.7 million ounces of gold. Higher grade intercepts of gold mineralization
  were encountered in silica flooded sulphide breccias, multiple quartz veinlets
  and banded, epithermal quartz veins during the drilling but, excluding a small
  drill program that was carried out by Quartz Mountain Gold Corporation (a joint
  venture between Wavecrest Resources Ltd and Galactic Resources Ltd) during the
  fall of 1988, these high grade gold intercepts were never evaluated with deeper,
  systematic drilling. The earlier exploration programs focused on the potential
  for a low-grade, bulk tonnage-type of gold deposit but was not seriously pursued.

Little to no work has been performed on the Quartz Mountain
  Property since 1996.

Budget

An exploration program to assess the significance of the high
  grade gold intersections encountered in earlier drilling on the Quartz Mountain
  Property has been recommended by Resource Modeling Incorporated of Tucson, Arizona.
  The exploration program is budgeted at $1,350,000 and is to include drilling
  36 core and reverse circulation holes totaling 33,650 feet on the Quartz Mountain
  Property. The work program commenced in July, 2004.

11

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Empire Property

On December 15, 2003 we entered into a Mining Lease and Agreement
  with Nevada Contact Inc., in respect of 22 unpatented mineral claims (except
  oil and gas) situated in Owhee County, Idaho (the "Empire Claims") and certain
  additional lands (except oil and gas) comprising 552 acres, more or less, also
  located in Owhee County, Idaho pursuant to a State of Idaho Department of Lands
  Mineral Lease (the "Empire Lease").

In order to maintain the lease on the Empire Claims and the
  Empire Lease we are required to make an annual advance royalty payment of $10,000
  on December 15 of each year beginning December 15, 2003.

While currently we have sufficient funds to make the advance
  royalty payment due by December 15, 2004, there is no guarantee that we will
  have sufficient funds to make future advance royalty payments when due. In the
  event we do not have the funds available, we will either seek advances from
  our directors or officers, or engage in additional offerings of our stock. At
  present, we have no arrangements to do any of these two methods of fund raising.
  In the event we determine the Empire Property does not merit further exploration,
  we will not make any further exploration expenditures. If we fail to make the
  exploration expenditures, the Mining Lease and Agreement will terminate and
  we will lose our interest in the Empire Property.

The Empire Claims are subject to a 3% net smelter return royalty
  (which shall be reduced to 1% after Nevada Contact Inc. has received total compensation
  of $1,000,000) and the Empire Lease is subject to a 1% net smelter return royalty.

The Empire Claims are registered in the name of Nevada Contact,
  Inc. and are described as follows:

|Name         | Date Recorded   | NMC Number    | Expiry Date    
|------------ | --------------- | ------------- | ---------------
|             |                 |               |                
|WE-1  WE-22 | August 18, 2003 | 185539-185560 | August 31, 2004

The Empire Lease is described as Mineral Lease Number 9315,
  dated July 1, 2002 between the State of Idaho and Nevada Contact, Inc.

Pursuant to the terms of the Mining Lease and Agreement we
  have also agreed with Nevada Contact Inc. that, in the event we locate any additional
  unpatented mining claims within an “Area of Interest” surrounding
  the Empire Property, such claims will be subject to the Mining Lease and Agreement.
  The “Area of Interest” extends 2,640 feet from the exterior perimeter
  of the Empire Property.

The Empire Property (formerly known as the War Eagle Property)
  is located in Owyhee County in the southwest corner of the state of Idaho approximately
  50 miles in a straight line southwest of the city of Boise, as shown on the
  following map.



Access to the Empire Property is from Boise on Interstate
  Highway 84 for a distance of 29 miles to the town of Nampa, then south on County
  Road 45 for approximately 40 miles to the town of Murphy and then southwesterly
  along a secondary road for 25 miles to the Empire Property on

12

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War Eagle Mountain, immediately east of the town of Silver
  City. The property is located at elevations ranging from 6,200 to 7,500 feet
  above mean sea level.

The acquisition of the Empire Property was based on a general
  review of the results of previous drilling that was carried out on the property,
  notably that by War Eagle Resources Corp and Nevada Contact, Inc. and an onsite
  examination of the property by William Utterback, a director, who concluded
  that the Empire Property was a property of merit that exhibited significant,
  untested potential for gold, and as a result, recommended to our management
  that an option to acquire the property be negotiated with Nevada Contact, Inc.

We have not conducted any exploration activities on the Empire
  Property. Subject to obtaining sufficient financing we plan to review these
  mineral claims and, if warranted, undertake further exploration activities.
  We are presently in the exploration stage and there is no assurance that a commercially
  viable mineral deposit, a reserve, exists in the Empire Property until further
  exploration is done and a comprehensive evaluation concludes economic and legal
  feasibility.

There are no known reserves on the Empire Property and any
  proposed program by us is exploratory in nature

Climate, Local Resources and Physiography

In the vicinity of the Empire Property, the annual mean temperature
  recorded during the period 1978 through 1999 was 45.6o F and the mean winter
  temperature during the months of December, January and February during this
  same period was 28.0o F. Mean annual precipitation during the period May
  through November was recorded at 22.11 inches and the mean annual snowfall during
  the fall and winter months of November through March was recorded at 93.5 inches.

History

The geology of the Empire Property is similar to that of most
  of the Delmar  Silver City District within which the Empire Property is
  located. A granite batholith of Cretaceous age makes up the basement rock. It
  in turn is overlain by a series of Tertiary felsic volcanic rocks and volcanic
  derived sedimentary rocks.

Prospecting in the area has been ongoing since the late 1800s.
  Modern exploration began on the Empire Property in the late 1980s when War Eagle
  Resources Corp acquired the lease on section 16 and staked much of the surrounding
  land. War Eagle drilled several holes and discovered gold in the north central
  portion of the property. War Eagle then leased the property to Nerco and subsequently
  to Kinross Gold Corporation who was operating the nearby Delamar gold-silver
  mine. Kinross maintained the lease until March 2002, but never conducted any
  significant amount of exploration on the property. Nevada Contact, Inc acquired
  the state lease in June 2002 and staked 22 contiguous lode claims. Previous
  operators drilled a total of 102 holes within the area encompassed by the Empire
  Property. Eighty-nine of these are reverse-circulation holes and thirteen are
  core holes. Many of these holes encountered significant gold mineralization
  ranging in widths from 5.0 to 105.0 feet grading 0.945 opt to 0.174 opt in gold,
  respectively. Most recently, Nevada Contact, Inc. drilled three core holes totaling
  3,846 feet. These holes tested down-dip projections of three surface anomalies
  generated by reconnaissance geological mapping, rock sampling and soil geochemistry.
  Encouraging results were obtained from all three holes with at least one interval
  in each hole returning in excess of 0.10 opt in gold. All three holes had numerous
  anomalous gold and silver intervals to greater than 1,000 feet depths. Visible
  gold was noted in numerous quartz veinlets near the granite-volcanic contact
  in one hole.

13

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Budget

We estimate that an initial exploration program on the Empire
  Property will cost approximately $250,000. This amount provides for an in-depth
  review and assessment of the results from all the previous exploration carried
  out on the Empire Property for which technical data and general information
  has been provided to us by Nevada Contact, Inc., permitting and bonding and
  approximately 10,000 feet of drilling which would include geological supervision,
  logging, sampling, assaying and general administrative costs. The drilling will
  be designed to establish continuity and grade along known gold-bearing veins
  on the property that have yielded high grade gold and silver intercepts in previous
  drilling. Further drilling will probe the untested surface anomalies.

Miller Property

In January, 2004 we entered into a Mining Lease and Agreement
  with Pacific Intermountain Gold Corporation pursuant to which we leased 21 unpatented
  lode claims located in Esmeralda County, Nevada known as the "Miller Property".
  William Sheriff, our largest shareholder, holds a minority (25%) interest in
  Pacific Intermountain Gold Corporation. Under the Mining Lease and Agreement
  we have paid an advance royalty of $5,000 and are required to complete a $20,000
  work commitment by January 23, 2005. In order to maintain the lease we are required
  to make the following additional advance royalty payments and exploration expenditures:



|Date                                             | Advance Royalty Payment | Exploration Expenditure                              
|------------------------------------------------ | ----------------------- | -----------------------------------------------------
|                                                 |                         |                                                      
|January 23, 2004 (paid)                          | $5,000                  | $Nil                                                 
|January 23, 2005                                 | 7,500                   | $20,000                                              
|January 23, 2006                                 | 10,000                  | $30,000                                              
|January 23, 2007                                 | 15,000                  | $50,000                                              
|January 23, 2008                                 | 30,000                  | $70,000                                              
|January 23, 2009 and every January 23 thereafter | $50,000                 | $100,000, until commencement of commercial production

Pursuant to the Mining Lease and Agreement the Miller Property
  is subject to a sliding scale net smelter returns royalty ranging from 2% for
  gold prices under $300.00/oz to 5% for gold prices in excess of $500.00/oz.
  Advance royalty payments are credited against the sliding scale net smelter
  returns royalty.

While currently we have sufficient funds to make the advance
  royalty payments and exploration expenditures due by January 23, 2005, there
  is no guarantee that we will have sufficient funds to make future advance royalty
  payments and exploration expenditures when due. In the event we do not have
  the funds available, we will either seek advances from our directors or officers,
  or engage in additional offerings of our stock. At present, we have no arrangements
  to do any of these two methods of fund raising. In the event we determine the
  Miller Property does not merit further exploration, we will not make any further
  advance royalty payments or exploration expenditures. If we fail to make the
  advance royalty payments or exploration expenditures, the Mining Lease and Agreement
  will terminate and we will lose our interest in the Miller Property.

14

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The claims comprised in the Miller Property are registered
  in the name of Pacific Intermountain Gold Corporation and are described as follows:

|Name         | Date Recorded     | BLM Serial Number | Expiry Date    
|------------ | ----------------- | ----------------- | ---------------
|             |                   |                   |                
|AS-1  AS-21 | December 30, 2002 | 839526-839546     | August 31, 2004

Pursuant to the terms of the Mining Lease and Agreement we
  have also agreed with Pacific Intermountain Gold Corporation that, in the event
  we locate any additional unpatented mining claims within an "Area of Interest"
  surrounding the Miller Property, such claims will be subject to the Mining Lease
  and Agreement. The "Area of Interest" extends 5,280 feet from the exterior perimeter
  of the Miller Property.

The Miller Property is located in Esmeralda County in the
  southwestern portion of the State of Nevada, approximately 13 miles in a straight
  line, west of the town of Tonopah located at the intersection of U.S. Routes
  6 and 95, as shown on the following map.



Access to the property is from the town of Tonopah, west on
  U.S.Route 6 for a distance of 12 miles and then an additional 8.5 miles in a
  south-southwesterly direction over a dirt road, suitable only for a 4-wheel
  drive vehicle.

The acquisition of the Miller Property was based partly on
  a review of the results of previous work carried out on the property, but mainly
  on an on-site visit to the property by Thomas Skimming, William Utterback, George
  Cole, Kathy Tureck, our Exploration Manager and Dave Rowe, a technical affiliate
  of ours, all of whom, collectively, concluded that the property was one that
  exhibited considerable exploration potential for high-grade, bonanza-type gold
  mineralization at depth and as a result, recommended to our management that
  an option to acquire the property be negotiated with the property owners. All
  of the preceding persons are qualified geologists with considerable exploration
  experience both in the state of Nevada and worldwide.

Climate, Local Resources and Physiography

The property is located on the eastern flank of Lone Mountain
  in the Weepah Hills at an elevation of approximately 6,500 feet. Vegetation
  consists of a variety of low profile shrubs including creosote, sage brush and
  a sparse distribution of grasses. The climate is classified as high arid desert
  which features light snow falls during the winter months that usually melt before
  March and is characterized by hot, dry summers.

Geology & Exploration History

A number of small gold and silver prospects dating back to
  the late 1800s occur both on the Miller Property and on the surrounding area.
  Dickenson-Nevada Mines held a property (now encompassed by the Miller Property)
  in the late 1980s and conducted extensive soil sampling which identified a large
  area, approximately one mile in length, which contained anomalous amounts of
  gold and silver. Six holes totaling 2,470 feet in length were drilled to test
  these anomalies to depths ranging between 355 and 505 feet by Dickenson-Nevada.
  Although the anomalies were targeted, the vein characteristic of the chalcedony
  was not clearly recognized explaining why the veins were only intersected in
  two holes. Drill hole MS-1 intersected the

15

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quartz veining at about 115 feet with a high gold assay of
  .03 opt. Hole MS-2 intersected a 40 feet thick zone of chalcedonic veining between
  160 and 200 feet in the hole which assayed .01 opt in gold. Based upon field
  observations of the texture of the veining, the boiling zone is likely to be
  300 to 700 feet below the surface. The boiling zone would be the preferred target
  for bonanza style mineralization. It is significant to note that there is not
  a single vein trending N-S as suggested by some of the existing data but rather
  there is a zone of en echelon, high level, epithermal veins each of which trends
  to the NNE. The existence of multiple veins, the length of the vein (ie +5000
  feet in length), the evidence of multiple phase Tertiary igneous activity and
  the lack of modern exploration are all positive indicators suggesting the potential
  of bonanza style epithermal mineralization at depth on the Miller Property.

The Miller Property is centered on a large, chalcedonic vein
  that has been traced along surface for more than a mile. This vein ranges from
  5 to more than 30 feet in width and displays classic high level, low temperature
  quartz textures. Calcite veining accompanies the chalcedony locally and is dominant
  in select vein segments. The main vein is the largest of at least 5 parallel
  to sub-parallel veins occurring in a broad vein zone measuring up to 400 feet
  in width. The veins cut a number of rock types including a Jurassic granite
  and sediments and metasediments of Cambrian age intruded by and partially covered
  by a variety of Tertiary rhyolitic intrusives and volcanics.

Budget

An exploration program to assess the significance of the gold-bearing,
  epithermal quartz vein system on the property has yet to be developed and budgeted;
  however, an initial minimum program involving an expenditure of $ 100,000 is
  envisaged. This amount would provide for detailed geochemical and geophysical
  surveys and approximately 10,000 feet of reverse circulation drilling which
  would include geological supervision, logging, sampling assaying and general
  program administrative costs.

There are no known reserves on the Miller Property and any
  proposed program by us is exploratory in nature. We have not conducted any exploration
  activities on the Miller Property. Subject to obtaining sufficient financing
  we plan to review these mineral claims and, if warranted, undertake further
  exploration activities. We are presently in the exploration stage and there
  is no assurance that a commercially viable mineral deposit, a reserve, exists
  in the Miller Property until further exploration is done and a comprehensive
  evaluation concludes economic and legal feasibility.

Seven Troughs Property

We have acquired a perpetual lease of certain mineral properties
  located in Pershing County, Nevada and known as the Seven Troughs Property from
  Newmont Capital Limited ("Newmont") pursuant to the terms of a Minerals Lease,
  Sublease and Agreement dated and effective March 1, 2004 between ourselves and
  Newmont.

The Seven Troughs Property consists of three sets of claims
  as follows:

- 34 patented lode mining claims (6 of which are subject
      to a 1.5% net smelter returnsroyalty) and 8 unpatented lode mining claims
      situate in Sections 12, 13, 23-26, 35 and 36,Township 30 North, Range 28
      East, and Section 7 and 19, Township 30 North, Range 29East, MDB&M,
      Pershing County, State of Nevada (the "Owned Claims");

16

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- 5 patented lode mining claims situate in Sections 25
      and 36, Township 30 North, Range28 East, MDB&M, Pershing County, State
      of Nevada which are subject to the Option andPurchase Agreement dated effective
      April 15, 1999, between Western United Mines, Inc.,a Utah corporation, and
      Seven Troughs Joint Venture, a Nevada Joint Venture amongFranco-Nevada Mining
      Corporation, Inc. and Euro-Nevada Mining Corporation, Inc. (the"Optioned
      Claims"); and
- Subleased 76 unpatented and 64 patented lode mining
      claims and leased 162 unpatentedclaims situate in Sections 12, 13, 23-26,
      35 and 36, Township 30 North, Range 28 East;and Sections 18, 19, 30 and
      31 of Township 40 North, Range 29 East, MDB&M,Pershing County, State
      of Nevada which are subject to the Mining Lease (Long Form)dated December
      31, 1975, between Slash, Inc., a Nevada corporation, and John M. Robinson;
      and to the Robinson Seven Troughs Mineral Lease and Sublease Agreementdated
      as of January 1, 1999, between John M. Robinson and Seven Troughs JointVenture,
      a Nevada Joint Venture among Franco-Nevada Mining Corporation, Inc. andEuro-Nevada
      Mining Corporation, Inc. (the "Leased Claims").

Pursuant to the terms of the Minerals Lease, Sublease and
  Agreement, we have been assigned Newmont's rights to the agreement between Newmont
  and Western United Mines, Inc. ("Western") in respect of the Optioned Claims
  (the "Option Agreement"). Pursuant to the Option Agreement, we are required
  to pay the sum of $9,000 to Western on or before April 15, 2004 and the sum
  of $9,000 to Western on or before April 15, 2005. We will thereafter be required
  to exercise the option to purchase the Optioned Claims on or before April 15,
  2006 by paying to Western the sum of $300,000.

In addition, we are required to satisfy all obligations under
  the leases for the Leased Claims (the "Leases"). These obligations include reimbursing
  Newmont for the advance minimum royalty payment paid by Newmont to the lessor
  of certain of the Leases (the "Lessor") $25,000 (which sum has been paid), as
  well as making the following advance royalty payments to the Lessor:

- $50,000 on or before January 1, 2005;
- an additional $75,000 on or before January 1, 2006; and
- an additional $100,000 on or before January 1 of each year thereafter.

The advance royalty payments will be credited against a 15%
  net profits interest payable to the Lessor in respect of certain of the Leases.
  In addition, certain of the Leased Claims are subject to an additional 1% net
  smelter returns royalty.

Pursuant to the terms of the Minerals Lease, Sublease and
  Agreement, in order to keep its lease in good standing we are required to make
  a total of $5,000,000 in exploration expenditures as follows:

- $500,000 on or before September 1, 2005;
- an additional $650,000 on or before September 1, 2006;
- an additional $850,000 on or before September 1, 2007;
- an additional $1,250,000 on or before September 1, 2008; and
- an additional $1,750,000 on or before September 1, 2009.

Exploration expenditures during any period specified above
  in excess of the amounts stated shall be carried forward and credited against
  expenditures required in the subsequent period or periods.

17

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The $500,000 of exploration expenditures required on or before
  September 1, 2005 is a firm commitment by us.

Once we have expended $2,500,000 of exploration expenditures
  on the Seven Troughs Property (but prior to commencement of production) we are
  required to provide a positive feasibility study (a "Completion Notice").

Prior to delivery of the positive feasibility study, and upon
  payment to us of 30% of the exploration expenditures made by us to that date,
  Newmont has the right to require us to enter into a joint venture on the Seven
  Troughs Property with Newmont having a 51% interest and us a 49% interest. Newmont
  will also be required to pay all expenditures by the joint venture up to an
  amount equal to 150% of the exploration expenditures made by us to that date.
  Newmont may also require us to enter into a joint venture on the Seven Troughs
  Property within 120 days of the delivery of the Completion Notice by paying
  to us 100% of the exploration expenditures made by us to that date, in which
  case Newmont will also be required to pay all expenditures by the joint venture
  up to an amount equal to 150% of the exploration expenditures made by us to
  that date.

In lieu of electing to enter into a joint venture, and once
  we have expended $2,500,000 of exploration expenditures on the Seven Troughs
  Property, Newmont may elect to receive a cash payment equal to 85% of the exploration
  expenditures made by us to that date (to a maximum of $5,500,000) following
  which Newmont will transfer its interest in the Seven Troughs Property to us,
  subject to a net smelter returns royalty on precious metals (gold, silver and
  platinum) as follows:

|Monthly Average Gold Price (U.S.$/ounce) | Net Smelter Return Percentage
|---------------------------------------- | -----------------------------
|Less than $300                           | 2.5%                         
|$300 up to $399.99                       | 3.5%                         
|$400 up to $499.99                       | 4.5%                         
|$500 and over                            | 5.5%                         

Pursuant to the terms of the Minerals Lease, Sublease and
  Agreement all lands within one-half mile of the boundaries of the Seven Troughs
  Property acquired by us will become part of the Seven Troughs Property and subject
  to the Minerals Lease, Sublease and Agreement.

In the event we determine the Seven Troughs Property does
  not merit further exploration, we will not make any further advance royalty
  payments or exploration expenditures (other than the $500,000 firm commitment).
  If we fail to make the advance royalty payments or exploration expenditures,
  the Minerals Lease, Sublease and Agreement will terminate and we will lose our
  interest in the Seven Troughs Property.

The subleased unpatented claims comprised in the Leased Claims
  are owned by Slash, Inc. and are described as follows:

18

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|                             | Date Recorded |                   |                  
|---------------------------- | ------------- | ----------------- | -----------------
|Name                         | BLM           | BLM Serial Number | Expiry
      Date
|                             |               |                   |                  
|Rex, Rex 1, 3-6              | 7/9/1979      | 72929-72934       | 9/1/2004         
|                             |               |                   |                  
|Rusty Pick, Rusty Pick 1-6   | 7/9/1979      | 72935-72941       | 9/1/2004         
|                             |               |                   |                  
|Bum                          | 7/9/1979      | 72942             | 9/1/2004         
|                             |               |                   |                  
|Gold Cup, Gold Cup 1-3       | 7/9/1979      | 72943-72946       | 9/1/2004         
|                             |               |                   |                  
|Ripsnorter                   | 7/9/1979      | 72947             | 9/1/2004         
|                             |               |                   |                  
|Link No. 5                   | 7/9/1979      | 72948             | 9/1/2004         
|                             |               |                   |                  
|Tunnel 2,3,5,6,7,9,11,13-24  | 7/9/1979      | 72949-72966       | 9/1/2004         
|                             |               |                   |                  
|Sunrise 1 & 2                | 7/9/1979      | 72967-72968       | 9/1/2004         
|                             |               |                   |                  
|Desert Gold                  | 7/9/1979      | 72969             | 9/1/2004         
|                             |               |                   |                  
|Keystone                     | 7/9/1979      | 72970             | 9/1/2004         
|                             |               |                   |                  
|Gold Prince, Gold Prince 2-5 | 7/9/1979      | 72971-72975       | 9/1/2004         
|                             |               |                   |                  
|Ford, Ford 1 - 10            | 7/9/1979      | 72976-72986       | 9/1/2004         
|                             |               |                   |                  
|Climax, Climax 1-4           | 7/9/1979      | 72987-72991       | 9/1/2004         
|                             |               |                   |                  
|Survey, Survey 1-8           | 7/9/1979      | 72992-73000       | 9/1/2004         
|                             |               |                   |                  
|Yellow Leg 1 & 2             | 7/9/1979      | 73001-73002       | 9/1/2004         
|                             |               |                   |                  
|Mountain Well                | 7/9/1979      | 73003             | 9/1/2004         
|                             |               |                   |                  
|Carlo Fraction               | 7/9/1979      | 73004             | 9/1/2004         

The subleased patented claims comprised in the Leased Claims are owned by Slash, Inc. and are described as follows:

|Name                                                                                                                                                      | Survey No. | Patent No.
|--------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------- | ----------
|                                                                                                                                                          |            |           
|Lookout No. 1, Lookout No. 2, Lookout No. 4                                                                                                               | 3069       | 32957     
|                                                                                                                                                          |            |           
|Rough Lock Fraction                                                                                                                                       | 3215       | 46619     
|                                                                                                                                                          |            |           
|Outlook No. 3, Lookout Fraction, Porphry Dike Fraction                                                                                                    | 3379       | 119765    
|                                                                                                                                                          |            |           
|Destroyer No. 1, Fairview, Fairview No. 1, Fairview No. 2, Fairview No.
      3, Fairview Fraction, Wedge Fraction, Tonopah, End Line Fraction, Oversight | 3441       | 221095    
|                                                                                                                                                          |            |           
|Idwal, Cymo, L. Lewellyn, Idris, Tomy, Ivor, Arrow                                                                                                        | 3452       | 221904    
|                                                                                                                                                          |            |           
|Grafter Fraction                                                                                                                                          | 3503       | 213551    
|                                                                                                                                                          |            |           
|Syndicate, Syndicate Fraction, Eclipse, Eclips Fraction,  Eclips
      Fraction No. 1                                                                     | 3552       | 512653    
|                                                                                                                                                          |            |           
|Eclips No. 3                                                                                                                                              | 3552       | 870845    
|                                                                                                                                                          |            |           
|Nancy No. 2                                                                                                                                               | 3565       | 153764    
|                                                                                                                                                          |            |           
|Thanksgiving, Thanksgiving Fraction, White Cap, White Cap Fraction                                                                                        | 3566       | 144753    
|                                                                                                                                                          |            |           
|Fine Gold John Cleghorn                                                                                                                                   | 3569       | 261839    

19

---

|Name                                                        | Survey No. | Patent No.
|----------------------------------------------------------- | ---------- | ----------
|                                                            |            |           
|Yellow Dog No. 1, Yellow Dog No. 2, Badger No. 1 John       | 3570       | 266590    
|Cleghorn, Badger No. 2 John Cleghorn, Jack Rabbit Fraction  |            |           
|                                                            |            |           
|High Up, High Up No. 1, High Up No. 2, Dixie Queen,         | 3677       | 154557    
|Dixie Queen Annex, Martha G.                                |            |           
|                                                            |            |           
|Signal Peak No. 1, Signal Peak No. 2, Signal Peak Fraction, | 3772       | 298364    
|Eureka, Great Dyke No. 2,                                   |            |           
|                                                            |            |           
|Nancy Fraction, Humboldt                                    |            |           
|                                                            |            |           
|Lookout No. 3, Lookout No. 5, Lookout No. 6, Townsend       | 3824       | 279173    
|Fraction, Canon Fraction,                                   |            |           
|                                                            |            |           
|Saddle Fraction                                             |            |           
|                                                            |            |           
|Apex, Apex No. 1, Apex Fraction                             | 4547       | 936719    

The leased unpatented claims comprised in the Leased Claims are owned by John M. Robinson and are described as follows:

|Name                       | Date Recorded BLM | BLM Serial Number | Expiry Date
|-------------------------- | ----------------- | ----------------- | -----------
|                           |                   |                   |            
|CR-5-7                     | 5/3/1978          | 19860-19862       | 9/1/2004   
|                           |                   |                   |            
|Lemon Mist, Lemon Mist 1-5 | 7/9/1979          | 73005-73009       | 9/1/2004   
|                           |                   |                   |            
|Micro-1 & 2                | 1/4/1988          | 456453-456454     | 9/1/2004   
|                           |                   |                   |            
|PDM 1-17                   | 4/8/1988          | 470526-470542     | 9/1/2004   
|                           |                   |                   |            
|Micro 93-95                | 4/8/1988          | 470633-470635     | 9/1/2004   
|                           |                   |                   |            
|Climax B, 2b               | 1/24/1992         | 639698-639699     | 9/1/2004   
|                           |                   |                   |            
|STF 1-12                   | 1/24/1992         | 639700-639711     | 9/1/2004   
|                           |                   |                   |            
|JMR 10-39                  | 6/7/1996          | 740070-740099     | 9/1/2004   
|                           |                   |                   |            
|JMR 40-55                  | 7/3/1996          | 741327-741342     | 9/1/2004   
|                           |                   |                   |            
|Wagon 1-2                  | 10/23/1996        | 750190-750191     | 9/1/2004   
|                           |                   |                   |            
|Wagon 6-8                  | 10/23/1996        | 750195-750197     | 9/1/2004   
|                           |                   |                   |            
|Wagon 13-16                | 10/23/1996        | 750202-750205     | 9/1/2004   
|                           |                   |                   |            
|Wagon 23-27                | 10/23/1996        | 750210-750214     | 9/1/2004   
|                           |                   |                   |            
|Wagon 32-34                | 10/23/1996        | 750219-750221     | 9/1/2004   
|                           |                   |                   |            
|Wagon 39-49                | 10/23/1996        | 750226-750236     | 9/1/2004   
|                           |                   |                   |            
|Wagon 55-68                | 10/23/1996        | 750242-750255     | 9/1/2004   
|                           |                   |                   |            
|Wagon 89-90                | 10/23/1996        | 750276-750277     | 9/1/2004   
|                           |                   |                   |            
|STP 1-3                    | 4/4/1997          | 769073-769075     | 9/1/2004   
|                           |                   |                   |            
|JMR 71-82                  | 1/15/1999         | 798923-798934     | 9/1/2004   
|                           |                   |                   |            
|JMR 87                     | 1/15/1999         | 798939            | 9/1/2004   
|                           |                   |                   |            
|JMR 83R-86R                | 5/19/1999         | 804348-804351     | 9/1/2004   
|                           |                   |                   |            
|Wagon 9R                   | 11/30/1999        | 809724            | 9/1/2004   

20

---

|NM 214     | 4/13/1999  | 802551, 805443-809728 | 9/1/2004
|---------- | ---------- | --------------------- | --------
|           |            |                       |         
|NM 264     | 7/12/1999  | 805443                | 9/1/2004
|           |            |                       |         
|NM 265-268 | 11/30/1999 | 809725-809728         | 9/1/2004

The patented claims comprised in the Optioned Claims are owned by Western United Mines, Inc. and are described as follows:

|Name                                                                              | Survey No. | Patent No.
|--------------------------------------------------------------------------------- | ---------- | ----------
|                                                                                  |            |           
|Portland No. 1, Portland No. 2, Portland No. 3,
      Portland Fr., Seattle No. 1 | 4775       | 1119818   

The unpatented claims comprised in the Owned Claims are owned
  by Newmont Capital Limited and are described as follows:

|           | Date Recorded |                   | Expiry  
|---------- | ------------- | ----------------- | --------
|Name       | BLM           | BLM Serial Number | Date    
|           |               |                   |         
|NM 178-180 | 4/13/1999     | 802515-802517     | 9/1/2004
|           |               |                   |         
|NM 246-248 | 4/13/1999     | 802583-802585     | 9/1/2004
|           |               |                   |         
|NM 261-262 | 4/13/1999     | 802598-802599     | 9/1/2004

The patented claims comprised in the Owned Claims are owned
  by Newmont Capital Limited and are described as follows:

|Name                                                                                                             | Survey No. | Patent No.
|---------------------------------------------------------------------------------------------------------------- | ---------- | ----------
|                                                                                                                 |            |           
|White Cloud No. 1, White Cloud No. 2, White Cloud
      No. 3, Nancy No. 1, Porphyry Peak,  White Cloud Fraction | 3921       | 289682    
|                                                                                                                 |            |           
|Standard No. 1, Standard No. 2, Standard Fraction,
      Jennie, Harnan Fraction                                 | 3469       | 67617     
|                                                                                                                 |            |           
|Montezuma, Woman's Rights, Woman's Rights Fraction                                                               | 3581       | 382232    
|                                                                                                                 |            |           
|Standard No. 4, Standard No. 5, Black Rock, Black
      Rock Extension                                           | 3638       | 133371    
|                                                                                                                 |            |           
|North End                                                                                                        | 3730       | 241847    
|                                                                                                                 |            |           
|North Pole, South Pole, North Pole Fraction, South
      Pole Fraction, North Pole Fraction No. 1                | 3969       | 228132    
|                                                                                                                 |            |           
|Silver King Extension, Mispah Fraction, Franklin
      Fraction                                                  | 3969       | 282180    
|                                                                                                                 |            |           
|Three Sisters                                                                                                    | 4001       | 313495    
|                                                                                                                 |            |           
|J.&B. No. 1, J.&B. No. 2, J.&B. No.
      3, J.&B. Fraction, B.&J. No. 1, Jack Shoe                              | 4085       | 546021    

The Seven Troughs Property is located in Pershing County in
  the northwestern portion of the state of Nevada approximately 32 miles by road
  northwest of the town of Lovelock, located on Interstate Highway No. 80, about
  midway between the city of Reno and the town of Winnemucca, as shown on the
  following map.

21

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Access to the property is from the town of Lovelock over Nevada
  State Route 399 for 17 miles and then a further 15 miles to the northwest, over
  a network of partly maintained, gravel and dirt roads.

The acquisition of the Seven Troughs Property was based on
  a review of the results of a number of exploration programs that were carried
  out in the past, notably those by Franco Nevada Mining Corporation and Newmont
  Mining Corporation, and by Mr. Thomas Skimming. The review also included numerous
  discussions with qualified technical people familiar with the Seven Troughs
  Property and an on-site visit by Thomas Skimming, William Utterback, Kathy Tureck
  and Dave Rowe, all geologists affiliated with us who collectively concluded
  that the property was one of considerable merit, that it exhibited significant,
  untested potential for high-grade, bonanza-type gold occurrences and as a result,
  recommended to our management that an option to acquire the property be negotiated
  with the property owners.

Both Mr. Skimming and Mr. Utterback are officers and/or directors
  and are qualified geologists with extensive exploration experience in the state
  of Nevada. Messrs. Skimming and Utterback have no interest in the Seven Troughs
  Property.

Climate, Local Resources and Physiography

The Seven Troughs Property is situated on the eastern side
  of the Seven Troughs Mountain Range at elevations ranging between 4,500 and
  6,500 feet. Vegetation consists principally of sparse amounts of sage brush
  and patches of native grasses.

The climate is classified as high arid desert which features
  moderate accumulations of snow above 5,000 feet elevations during the winter
  months that usually melt by mid-March and rarely achieves depths that would
  inhibit travel. The lower elevations on the property are normally dry throughout
  most of the year.

Geology & Exploration History

The Seven Troughs Property is located on the so-called "Sleeper
  Trend" between the Sleeper Mine and the historical Comstock District. The recorded
  historical mining production from the Seven Troughs district, which is completely
  encompassed by the Seven Troughs Property, is 150,000 tons of material grading
  1.2 ounces of gold and 4.0 ounces of silver per ton. Much of the modern exploration
  drilling on the Seven Troughs Property tested shallow portions of the known
  vein systems. Although high grade intercepts have been encountered, follow-up
  work has failed to define mineable tonnages to date. However, the greatest unrealized
  potential of the Seven Troughs Property lies under the central graben. The entire
  volcanic sequence is preserved in this area and clay analyses prove that the
  deeper productive part of the system has not been eroded. Numerous high grade
  intercepts within the graben are poorly understood and require follow-up. Drilling
  by Franco Nevada Mining Corporation in 2000 in this area intersected several
  high grade intercepts including 10 feet @ 1.053 ounces per ton in gold. This
  zone is wide open to the north and to the south and represents a exploration
  opportunity.

The property is underlain by a bimodal suite of mid-Miocene
  volcanic rocks composed of basalt and rhyolite. Large, through-going, northerly,
  northwesterly and northeasterly structures form a complex zone of extensional
  tectonics with resulting horst and graben blocks. An area

22

---

approximately 5 miles long and 2.5 miles wide, lying completely
  within the Seven Troughs Property, has been variably altered by shallow level
  hydrothermal solutions. Argillic alteration is the most widespread throughout
  the property, but silicification and propylitic alteration are also present.
  Gold and silver mineralization is hosted in banded quartz veins as well as in
  sheared gouge zones. The historic mining exploited spotty but very high grade
  ore bodies primarily in two areas at the Coalition and Fairview mines respectively.

Budget

An exploration program designed to assess the significance
  of the high grade gold intersections encountered in earlier drilling by Franco
  Nevada Mining Corporation and Newmont on the Seven Troughs Property will be
  determined after a complete review of all the technical data provided to us
  by Newmont; however, an initial, minimum exploration program involving an expenditure
  of $750,000 is envisaged. This amount would provide for a comprehensive review
  and assessment of the results from all previous exploration carried out on the
  property, provide for property maintenance costs and would include a preliminary
  drilling program involving approximately 10,000 feet of diamond drilling, which
  would include geological supervision, logging, sampling, assaying and general
  administrative costs.

Exploration Facilities

We have no plans to construct a mill or smelter on any of
  our mineral claims until an ore body of reasonable worth is found (which may
  be never).

While in the exploration phase, our crews will be living in
  the towns nearby our mineral properties to avoid building any permanent facilities.

Other Material Mineral Properties

Other than the foregoing (and other than any additional mineral
  properties which we have acquired by staking but have yet not developed exploration
  plans for) we have not acquired any other material mineral properties. However,
  we will continue to seek other material mineral properties during the next year
  so to diversify our holdings. Any mineral property acquisitions may involve
  the issuance of substantial blocks of our shares.

Employees

As at January 31, 2004, we did not have any employees either
  part time or full time. Daniel T. Farrell, our President, Chief Financial Officer,
  Secretary and director devoted approximately 75% of his time to our operations.
  Our other directors serve on an "as needed" basis.

We are not party to any employment contracts or collective
  bargaining agreements. Our management is of the view that the Nevada, Oregon
  and Idaho areas have relatively large pools of people experienced in exploration
  of mineral properties; being mainly geologists and mining consultants. In addition,
  there is no lack of people who have experience in working on mineral properties
  either as laborers or prospectors. As a result, we intend to use independent
  workers and consultants on a part-time basis.

Competition

In the United States there are numerous mining and exploration
  companies, both big and small.

23

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All of these mining companies are seeking properties of merit
  and availability of funds. We will have to compete against such companies to
  acquire the funds to develop our mineral claims. The availability of funds for
  exploration is sometimes limited and we may find it difficult to compete with
  larger and more well-known companies for capital. Even though we have the right
  to the minerals on our claims there is no guarantee we will be able to raise
  sufficient funds in the future to maintain our mineral claims in good standing.
  Therefore, if we do not have sufficient funds for exploration our claims might
  lapse and be staked by other mining interests. We might be forced to seek a
  joint venture partner to assist in the exploration of our mineral claims. In
  this case, there is the possibility that we might not be able to pay our proportionate
  share of the exploration costs and might be diluted to an insignificant carried
  interest.

Even when a commercial viable ore body is discovered, there
  is no guarantee competition in refining the ore will not exist. Other companies
  may have long term contracts with refining companies thereby inhibiting our
  ability to process our ore and eventually market it. At this point in time we
  do not have any contractual agreements to refine any potential ore we might
  discover on our mineral claims.

The exploration business is highly competitive and highly
  fragmented, dominated by both large and small mining companies. Success will
  largely be dependent on our ability to attract talent from the mining field.
  There is no assurance that our mineral expansion plans will be realized.

Government Regulation and Environmental Concerns

We are committed to complying and, to our knowledge, are in
  compliance with all governmental and environmental regulations. Permits from
  a variety of regulatory authorities are required for many aspects of mine operation
  and reclamation. We cannot predict the extent to which future legislation and
  regulation could cause additional expense, capital expenditures, restrictions,
  and delays in the exploration of our properties.

Our activities are not only subject to extensive federal,
  state and local regulations controlling the mining of and exploration for mineral
  properties, but also the possible effects of such activities upon the environment.
  Future legislation and regulations could cause additional expense, capital expenditures,
  restrictions and delays in the exploration of our properties, the extent of
  which cannot be predicted. Permits may also be required from a variety of regulatory
  authorities for many aspects of mine operation and reclamation. In the context
  of environmental permitting, including the approval of reclamation plans, we
  must comply with known standards, existing laws and regulations that may entail
  greater or lesser costs and delays depending on the nature of the activity to
  be permitted and how stringently the regulations are implemented by the permitting
  authority. We are not presently aware of any specific material environmental
  constraint affecting our properties that would preclude the economic development
  or operation of any specific property.

It is reasonable to expect that compliance with environmental
  regulations will increase our costs. Such compliance may include feasibility
  studies on the surface impact of our proposed exploration operations; costs
  associated with minimizing surface impact; water treatment and protection; reclamation
  activities, including rehabilitation of various sites; on-going efforts at alleviating
  the mining impact on wildlife; and permits or bonds as may be required to ensure
  our compliance with applicable regulations. It is possible that the costs and
  delays associated with such compliance could become so prohibitive that we may
  decide not to proceed with exploration on any of our mineral properties.

24

---

We are prepared to engage professionals, if necessary, to
  ensure regulatory compliance but in the near term expect our activities to require
  minimal regulatory oversight. If we expand the scope of our activities in the
  future it is reasonable to expect expenditures on compliance to rise.

Subsidiaries

We have one wholly-owned subsidiary, Atlas Database Corp.,
  a Delaware corporation through which we hold our interest in the Atlas Database.

Patents and Trademarks

We do not own, either legally or beneficially, any patent
  or trademark.

Risks Related To Our Financial Condition And Business Model

If we do not obtain financing when needed, our business will
  fail.

Our current operating funds will cover our current exploration
  programs on our mineral properties. However, in order for us to perform any
  further exploration or extensive testing we will need to obtain additional financing.
  In addition, we may decide to reallocate our resources as between our mineral
  properties or we may acquire additional properties which we consider to have
  greater geological merit than our current properties and we may decide to reallocate
  our resources to such properties. As of August 1, 2004, we had cash in the amount
  of approximately $1,520,000. We currently do not have any income. Our business
  plan calls for significant expenses in connection with the exploration of our
  mineral claims. We will also require additional financing if the costs of the
  exploration of our mineral claims are greater than anticipated. We will require
  additional financing to sustain our business operations if we are not successful
  in earning revenues once exploration is complete. If our exploration programs
  are successful in discovering ore of commercial tonnage and grade, we will require
  additional funds in order to place our mineral claims into commercial production.
  We currently do not have any arrangements for additional financing and we may
  not be able to obtain financing when required. Obtaining additional financing
  would be subject to a number of factors, including the market prices for minerals
  and the costs of exploring for or mining these materials. These factors may
  make the timing, amount, terms or conditions of additional financing unavailable
  to us.

Because we have not commenced business operations, we face
  a high risk of business failure due to our inability to predict the success
  of our business.

We have just begun the initial stages of exploration of our
  mineral claims, and thus have no way to evaluate the likelihood that we will
  be able to operate the business successfully. We were incorporated on May 5,
  1999 and to date have been involved primarily in organizational activities and
  the acquisition of our mineral claims. We have not earned any revenues as of
  the date of this report.

Because of the unique difficulties and uncertainties inherent
  in mineral exploration business, we face a high risk of business failure.

Potential investors should be aware of the difficulties normally
  encountered by mineral exploration companies and the high rate of failure of
  such enterprises. The likelihood of success must be considered in light of the
  problems, expenses, difficulties, complications and delays encountered in connection
  with the exploration of the mineral properties that we plan to

25

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undertake. These potential problems include, but are not limited
  to, unanticipated problems relating to exploration, and additional costs and
  expenses that may exceed current estimates.

Because we anticipate our operating expenses will increase
  prior to our earning revenues, we may never achieve profitability.

Prior to completion of our exploration stage, we anticipate
  that we will incur increased operating expenses without realizing any revenues.
  We therefore expect to incur significant losses into the foreseeable future.
  We recognize that if we are unable to generate significant revenues from the
  exploration of our mineral claims and the production of minerals thereon, if
  any, we will not be able to earn profits or continue operations. There is no
  history upon which to base any assumption as to the likelihood that we will
  prove successful, and we may not be able to generate any operating revenues
  or ever achieve profitable operations. If we are unsuccessful in addressing
  these risks, our business will most likely fail.

Because of the speculative nature of exploration of mineral
  claims, there is substantial risk that no commercially exploitable minerals
  will be found and this business will fail.

The search for valuable minerals as a business is extremely
  risky. Our mineral claims may not contain commercially exploitable deposits
  of gold and silver. Exploration for minerals is a speculative venture necessarily
  involving substantial risk. The expenditures to be made by us in the exploration
  of our mineral claims may not result in the discovery of commercial quantities
  of ore. Problems such as unusual or unexpected formations and other conditions
  are involved in mineral exploration and often result in unsuccessful exploration
  efforts. In such a case, we would be unable to complete our business plan.

Because of the inherent dangers involved in mineral exploration,
  there is a risk that we may incur liability or damages as we conduct our business.

The search for valuable minerals involves numerous hazards.
  As a result, we may become subject to liability for such hazards, including
  pollution, cave-ins and other hazards against which we cannot insure or against
  which we may elect not to insure. The payment of such liabilities may have a
  material adverse effect on our financial position.

Risks Related To Legal Uncertainty

As we undertake exploration of our mineral claims, we will
  be subject to compliance with government regulation that may increase the anticipated
  cost of our exploration program. There are several governmental regulations
  that materially restrict mineral exploration or exploitation. We will be subject
  to local mining laws as we carry out our exploration program. We may be required
  to obtain work permits, post bonds and perform remediation work for any physical
  disturbance to the land in order to comply with these regulations. While our
  planned exploration programs budget for regulatory compliance, there is a risk
  that new regulations could increase our costs of doing business and prevent
  us from carrying out our exploration program.

ITEM 2. DESCRIPTION OF PROPERTY

We have interests in the Silver Bow Property, the AG Property,
  the Lantern Property, the Quartz Mountain Property, the Empire Property, the
  Miller Property and the Seven Troughs Property, each as described above. Our
  corporate offices are located at 309 Center Street, Hancock, MI 49930. At the
  present time, these offices are provided to us by our President without charge.

26

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Effective May 1, 2004 our operations offices were re-located
  to 120 Adelaide Street W., Suite 512, Toronto Ontario Canada M5H 1T1. We believe
  that this space is sufficient at this time. However, we may move to expanded
  office space when and if our business expands. Other than the Atlas Database
  and the mineral properties discussed under the heading "Our Business" we do
  not have any material assets and, as such, we do not own any real or personal
  property.

ITEM 3. LEGAL PROCEEDINGS

We are not currently a party to any legal proceedings.

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

Information is incorporated by reference from the Company's
  Schedule 14C Definitive Information Statement dated April 8, 2004.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

On November 24, 2003 we were approved for listing on the Over-the-Counter
  Bulletin Board under the symbol "QCYR". On July 7, 2004 we changed our name
  to "Quincy Gold Corp" and were issued a new symbol, "QCYG". As of June 30, 2004
  we had 22,626,670 shares of our common stock outstanding, which shares were
  held by approximately 150 shareholders of record. On July 1, 2004 our common
  stock closed on the Over-the-Counter Bulletin Board at $0.47 per share.

The following table sets forth the range of high and low closing
  bid quotations for our common stock since our common stock was listed on the
  Over-the-Counter Bulletin Board. The quotations represent inter-dealer prices
  without retail markup, markdown or commission, and may not necessarily represent
  actual transactions.

|Period           | High  | Low  
|---------------- | ----- | -----
|January 30, 2004 | $0.77 | $0.77
|April 30, 2004   | $0.53 | $0.53




27

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description of a dealer market, including bid and ask prices
  for penny stocks and significance of the spread between the bid and ask price;
  (d) contains a toll-free telephone number for inquiries on disciplinary actions;
  (e) defines significant terms in the disclosure document or in the conduct of
  trading in penny stocks; and (f) contains such other information and is in such
  form as the Commission shall require by rule or regulation. The broker-dealer
  also must provide, prior to effecting any transaction in a penny stock, the
  customer: (a) with bid and offer quotations for the penny stock; (b) the compensation
  of the broker-dealer and its salesperson in the transaction; (c) the number
  of shares to which such bid and ask prices apply, or other comparable information
  relating to the depth and liquidity of the market for such stock; and (d) monthly
  account statements showing the market value of each penny stock held in the
  customer's account. In addition, the penny stock rules require that prior to
  a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer
  must make a special written determination that the penny stock is a suitable
  investment for the purchaser and receive the purchaser's written acknowledgment
  of the receipt of a risk disclosure statement, a written agreement to transactions
  involving penny stocks, and a signed and dated copy of a written suitably statement.

These disclosure requirements may have the effect of reducing
  the trading activity in the secondary market for our stock if it becomes subject
  to these penny stock rules. Therefore, if our common stock becomes subject to
  the penny stock rules, stockholders may have difficulty selling those securities.

Recent Sales of Unregistered Securities

We did not complete any unregistered sales of our common stock
  during our fiscal year ended April 30, 2004, except as follows:

On September 4, 2003 we issued 75,000 shares of our common
  stock to 2 persons upon the exercise of 75,000 previously issued share purchase
  warrants at a price of $0.25 per share for gross proceeds to us of $18,750.
  These securities were issued in reliance upon the exemption from registration
  provided by Regulation S as the purchasers were not U.S. Persons as that term
  is defined in Regulation S. There are "stop transfer" instructions placed against
  the certificates and a legend has been imprinted on the stock certificates.
  We have registered the resale of the 75,000 shares issued pursuant our prospectus
  dated October 10, 2003, as amended to April 21, 2004.

On September 15, 2003 we issued 66,667 shares of our common
  stock to 1 person upon the exercise of 66,667 previously issued share purchase
  warrants at a price of $0.25 per share for gross proceeds to us of $16,666.
  We have registered the resale of the 66,667 shares issued pursuant our prospectus
  dated October 10, 2003, as amended to April 21, 2004.

On October 15, 2003 we issued 50,000 shares of our common
  stock to Seabridge Gold Corporation (a wholly-owned subsidiary of Seabridge
  Gold Inc.) pursuant to the terms of an Option Agreement dated October 15, 2003
  between ourselves and Seabridge These shares were issued in reliance upon the
  exemption from registration provided by s. 4(2) of the Securities Act. There
  are "stop transfer" instructions placed against the certificates and a legend
  has been imprinted on the stock certificates.

On October 29, 2003 we accepted subscriptions from ten investors
  and issued 1,700,000 shares at a price of $0.25 per share for gross consideration
  of $425,000. These shares were issued in reliance upon the exemption from registration
  provided by Regulation S. These securities are "restricted securities" as that
  term is defined in Rule 144. There are "stop transfer" instructions

28

---

placed against the certificates and a legend has been imprinted
  on the stock certificates. We have agreed to register the resale of these securities.

On November 20, 2003 we accepted subscriptions from six investors
  and issued 681,920 shares at a price of $0.25 per share for gross consideration
  of $170,480. These shares were issued in reliance upon the exemption from registration
  provided by Regulation S. These securities are "restricted securities" as that
  term is defined in Rule 144. There are "stop transfer" instructions placed against
  the certificates and a legend has been imprinted on the stock certificates.
  We have granted to the purchasers demand registration rights commencing March
  19, 2004. We have agreed to register the resale of these securities.

On December 3, 2003 we granted options to acquire a total
  of 1,670,000 shares of our common stock at a price of $0.25 per share. These
  options vest over a period of two years beginning as follows: 25% on January
  1, 2004; 25% on July 1, 2004; 25% on January 1, 2005; and 25% on July 1, 2005.
  We have registered the resale of the common shares underlying the options pursuant
  to an S-8 registration statement dated May 25, 2004.

On January 13, 2004 we granted options to acquire a total
  of 225,000 shares of our common stock at a price of $0.67 per share. These options
  vest over a period of two years beginning as follows: 25% on July 13, 2004;
  25% on January 13, 2005; 25% on July 13, 2005 and 25% on January 13, 2006. We
  have registered the resale of the common shares underlying the options pursuant
  to an S-8 registration statement dated May 25, 2004.

On January 15, 2004 we issued 50,000 shares of our common
  stock to 1 person upon the exercise of 50,000 previously issued share purchase
  warrants at a price of $0.25 per share for gross proceeds to us of $12,500.
  These securities were issued in reliance upon the exemption from registration
  provided by Regulation S as the purchaser was not a U.S. Person as that term
  is defined in Regulation S. There are stop transfer instructions placed against
  the certificates and a legend has been imprinted on the stock certificates.
  We have agreed to register the resale of these securities.

On March 31, 2004 we accepted subscription from 7 investors
  and issued 3,100,000 units at a price of $0.70 per unit for gross consideration
  of $2,170,000. Each unit consisted of one share of our common stock and one-half
  of one share purchase warrant. Each whole share purchase warrant entitles the
  holder to purchase an additional share of our common stock until September 30,
  2004 at a price of $1.00 per share. The units were issued in reliance upon the
  exemptions from registration provided by Regulation S as the purchasers were
  not U.S. Persons as that term is defined in Regulation S and in reliance upon
  the exemption from registration provided by Regulation D. We have agreed to
  register the resale of these securities. There are "stop transfer" instructions
  placed against the certificates representing these shares and a legend has been
  imprinted on the stock certificates.

Dividends

There are no restrictions in our articles of incorporation
  or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes,
  however, do prohibit us from declaring dividends where, after giving effect
  to the distribution of the dividend:

|1. | We would not be able to pay our debts as they become due in the usual
      course of business; or
|-- | --------------------------------------------------------------------------------------------------

29

---

|2. | Our total assets would be less than the sum of our
        total liabilities plus the amount that would be needed to satisfy the
        rights of shareholders who have preferential rights superior to those
        receiving the distribution.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We have never declared or paid any cash dividends on our common
  stock. We currently intend to retain future earnings, if any, to finance the
  expansion of our business. As a result, we do not anticipate paying any cash
  dividends in the foreseeable future.

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

The following discussion and analysis explains the major factors
  affecting our financial condition. The following discussion of our financial
  condition and plan of operations should be read along with the financial statements
  and notes to the financial statements included elsewhere in this annual report.

We are a start-up, exploration stage company and have not
  yet generated or realized any revenues from our business operations. We must
  raise cash in order to implement our plan and stay in business.

Our continued existence and plans for future growth depend
  on our ability to obtain the capital necessary to operate, through the generation
  of revenue and the issuance of additional debt or equity. While we believe that
  we have sufficient resources to continue in business until at least December
  2004, we may not be able to continue in business beyond that date unless we
  obtain additional capital to pay our bills. Our management has not made a commitment
  of financial support to meet future obligations and we have not generated any
  revenues and no revenues are anticipated unless and until mineralized material
  is discovered on the properties that we have an interest in. Accordingly we
  must raise cash from other than the sale of mineralized materials. We will be
  conducting research in connection with the exploration of our properties. We
  are not planning to buy or sell any plant or significant equipment.

Plan of Operations

Our business plan is to proceed with the exploration of our
  mineral properties to determine whether there are commercially exploitable reserves
  of gold, silver or other metals.

We are planning to focus our efforts for the current fiscal
  year on our Quartz Mountain and Seven Troughs Properties. We have recently commenced
  a drill program on our Quartz Mountain Property which we expect will be completed
  in the spring of 2005. Once we receive results from this exploration program,
  we will assess whether to proceed to any further exploration phases. In making
  this determination, we will make an assessment as to whether the results are
  sufficiently positive to enable us to obtain the financing necessary to proceed.

We are also compiling data for a three dimensional drill program
  on our Seven Troughs Property. We expect to have completed our data compilation
  by September 2004 following which we will determine the scope and timing of
  an exploration program on the Seven Troughs Property.

As at the date of this report we have sufficient funds to
  complete the Quartz Mountain exploration program. However, we will require additional
  financing for additional work programs. We have made no arrangements for any
  such financing and there is no guarantee that such financing will be available.

30

---

There are no known reserves on any of our mineral properties
  and any proposed program by us is exploratory in nature. We have not conducted
  any significant exploration activities on our mineral properties. We are presently
  in the exploration stage and there is no assurance that a commercially viable
  mineral deposit, a reserve, exists in any of our properties until further exploration
  is done and a comprehensive evaluation concludes economic and legal feasibility.

Results of Operations  Fiscal Year ended April 30, 2004

We did not earn any revenues during the fiscal year ended
  April 30, 2004. We do not anticipate earning revenues until such time as we
  have entered into commercial production of our mineral properties. We are presently
  in the exploration stage of our business and we can provide no assurance that
  we will discover commercially exploitable levels of mineral resources on our
  properties, or if such resources are discovered, that we will enter into commercial
  production of our mineral properties.

We have incurred operating expenses in the amount of $1,222,992
  for the period from inception on May 5, 1999 to April 30, 2004. These operating
  expenses included: (a) staking fees and exploration costs of $385,241; (b) consulting
  fees of $261,094; (c) legal and accounting fees of $189,669; (d) shareholder
  communication costs of $105,878; (e) travel expenses of $96,791; (f) executive
  compensation expenses of $68,000; and (f) fees relating to the preparation of
  geological reports of $30,824.

We incurred a loss in the amount of $1,222,992 for the period
  from inception on May 5, 1999 to April 30, 2004. For the fiscal year ended April
  30, 2004 only, we incurred a loss of $1,042,182. Our loss for this fiscal year
  was attributable to staking fees and exploration costs ($349,632), consulting
  fees ($260,094), legal and accounting fees ($128,168), shareholder communication
  costs ($96,190), travel expenses ($76,688), executive compensation expenses
  ($42,500) and geological report fees ($28,874).

Liquidity and Capital Resources

There is limited historical financial information about our
  company upon which to base an evaluation of our performance. We are an exploration
  stage company and have not generated any revenues from operations.

Our continued existence and plans for future growth depend
  on our ability to obtain the capital necessary to operate, through the generation
  of revenue and the issuance of additional debt or equity. We will need to raise
  additional capital to fund normal operating costs and exploration efforts. If
  we are not able to generate sufficient revenues and cash flows or obtain additional
  or alternative funding, we will be unable to continue as a going concern. Our
  recurring losses and negative cash flow from operations raise substantial doubt
  about our ability to continue as a going concern.

At April 30, 2004 we had cash of $1,965,159 and working capital
  of $1,819,287. We believe that we currently have sufficient working capital
  to pay our administrative and general operating expenses through December 2004
  and to complete exploration program on the Quartz Mountain Property.

We have also executed an Engagement Letter with a broker-dealer
  pursuant to which it has appointed the broker-dealer as its agent to sell, on
  a reasonable efforts basis and by way of private

31

---

placement, $8,000,000 worth of units, each unit consisting
  of one share and one warrant. The pricing of the issue and the terms of the
  warrants have not been determined. In connection with the private placement,
  the Company has applied for a listing on the TSX Venture Exchange. The broker-dealer
  is currently conducting its due diligence on our business and our properties.

We will need to obtain additional funds (presumably through
  equity offerings and/or debt borrowing) in order, if warranted, to fund our
  general and administrative expenses beyond December 2004, to make the future
  lease payments required on mineral properties and to conduct additional exploration
  programs thereon. Failure to obtain such additional financing will result in
  the loss by us of our interests in our mineral properties. Other than as stated
  above, we have no agreements or understandings with any person for additional
  financing.

None of our properties has commenced commercial production
  and we have no history of earnings or cash flow from our operations. While we
  may attempt to generate additional working capital through the operation, development,
  sale or possible joint venture development of our properties, there is no assurance
  that any such activity will generate funds that will be available for operations.

We have not declared or paid dividends on our shares since
  incorporation and do not anticipate doing so in the foreseeable future.

New Accounting Pronouncements

In June 2001, the FASB issued SFAS No. 141 "Business Combinations"
  which supersedes APB Opinion No. 16 "Business Combinations" and FASB Statement
  No. 38 "Accounting for Preacquisition Contingencies of Purchased Enterprises."
  The provisions of this statement require that all business combinations be accounted
  for using "purchase accounting" and it disallows the use of "pooling of interests"
  as previously allowed under APB Opinion No. 16 and FASB Statement No. 38. This
  statement is effective for all business combinations subsequent to June 30,
  2001. The adoption of this statement did not have a material effect on our financial
  statements.

Also in June 2001, the FASB issued SFAS No. 142 "Goodwill
  and Other Intangible Assets," which supersedes APB Opinion No. 17 "Intangible
  Assets." The provisions of this statement changes the unit of account for goodwill
  and takes a very different approach to how goodwill and other intangible assets
  are accounted for subsequent to their initial recognition. Because goodwill
  and some intangible assets will no longer be amortized, the reported amounts
  of goodwill and intangible assets, as well as total assets, will not decrease
  at the same time and in the same manner as under previous standards. This statement
  is effective for all fiscal years beginning subsequent to December 15, 2001.
  The adoption of this statement did not have a material effect on our financial
  statements.

In August 2001, the FASB issued SFAS No. 143 "Accounting for
  Asset Retirement Obligations," which amends SFAS No. 19, and establishes a uniform
  methodology for accounting for estimated reclamation and abandonment costs.
  This statement requires that the fair value of a liability for an asset retirement
  obligation be recognized in the period in which it is incurred if a reasonable
  estimate of fair value can be made. The statement is required to be adopted
  by January 1, 2003, at which time we will record the estimated present value
  of reclamation liabilities and increase the carrying value of related assets.
  Subsequently, reclamation costs will be allocated to expense over the life of
  the related assets and will be adjusted for changes resulting from the passage
  of time and changes to either the timing or amount of the original present value
  estimate underlying the

32

---

obligation. Currently we are in the process of quantifying
  the effect the adoption of this statement will have on our consolidated financial
  statements.

The FASB also issued SFAS No. 144 "Accounting for the Impairment
  or Disposal of Long-Lived Assets." This Statement addresses financial accounting
  and reporting for the impairment or disposal of long-lived assets. It supersedes
  SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
  Assets to Be Disposed Of," and the accounting and reporting provisions of APB
  Opinion No. 30, "Reporting the Results of Operations -- Reporting the Effects
  of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
  Occurring Events and Transactions," for the disposal of a segment of a business.
  It also amends APB No. 51, "Consolidated Financial Statements," to eliminate
  the exception to consolidation for a subsidiary for which control is likely
  to be temporary. The provisions of this Statement are effective for financial
  statements issued for fiscal years beginning after December 15, 2001, and interim
  periods within those fiscal years, with early application encouraged. The provisions
  of this Statement generally are to be applied prospectively. The adoption of
  this statement did not have a material effect on our financial statements.

Forward Looking Statements

Many statements made in this report are forward-looking statements
  that are not based on historical facts. Because these forward-looking statements
  involve risks and uncertainties, there are a number of factors that could cause
  actual results to differ materially from those expressed or implied by these
  forward-looking statements. The forward-looking statements made in this report
  relate only to events as of the date on which the statements are made.

ITEM 7. FINANCIAL STATEMENTS

|Auditors' Report                                                                                                                                                               | F-1
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---
|                                                                                                                                                                               |    
|Consolidated Balance Sheet as at April
      30, 2004                                                                                                                          | F-2
|                                                                                                                                                                               |    
|Consolidated Statements
        of Operations for the two years ended April 30, 2004 and 2003 and for
        the period from inception on May 5, 1999 to April 30, 2004       | F-3
|                                                                                                                                                                               |    
|Consolidated Statements of Stockholders'
      Equity for the period from inception on May 5, 1999 to April 30, 2004                                                           | F-4
|                                                                                                                                                                               |    
|Consolidated Statements
        of Cash Flows for the two years ended April 30, 2004 and 2003 and for
        the period from inception on December 21, 2001 to April 30, 2004 | F-5
|                                                                                                                                                                               |    
|Notes to Financial Statements                                                                                                                                                  | F-6

33

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|MADSEN & ASSOCIATES, CPA's Inc.                       |  | 684 East Vine St, Suite 3
|----------------------------------------------------- |  | -------------------------
|Certified Public Accountants and Business Consultants |  | Murray, Utah 84107       
|                                                     
|                                                     
|                                                      |  | Telephone 801 268 2632   
|                                                      |  | Fax 801-262-3978         

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying consolidated balance sheet
  of Quincy Gold Corp. and Subsidiary (exploration stage company) at April 30,
  2004, and the related consolidated statement of operations, stockholders' equity,
  and cash flows for the years ended April 30, 2004 and 2003 and the period May
  5, 1999 (date of inception) to April 30, 2004. 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 audit.

We conducted our audit in accordance with the standards of
  the Public Company Accounting Oversight Board (United States). 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 audit provides 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 Gold
  Corp. and Subsidiary at April 30, 2004, and the results of operations, and cash
  flows for the years ended April 30, 2004 and 2003 and the period May 5, 1999
  (date of inception) to April 30, 2004, in conformity with accounting principles
  generally accepted in the United States of America

|Salt Lake City, Utah |                                  
|-------------------- | ---------------------------------
|August 7, 2004       | s/Madsen & Associates, CPA's Inc.

F-1

---

QUINCY GOLD CORP. AND SUBSIDIARY
  
  (Exploration Stage Company)
  CONSOLIDATED BALANCE SHEETApril 30, 2004

|ASSETS                                                    |   |            |  
|--------------------------------------------------------- | - | ---------- | -
|CURRENT ASSETS                                            |   |            |  
|                                                          |   |            |  
|Cash                                                      | $ | 1,965,159  |  
|                                                          |   |            |  
|Total Current Assets                                      |   | 1,965,159  |  
|                                                          |   |            |  
|OTHER ASSETS                                              |   |            |  
|                                                          |   |            |  
|Database -net of amortization                             |   | 9,098      |  
|Deposits                                                  |   | 2,475      |  
|                                                          |   |            |  
|                                                          | $ | 1,976,732  |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                      |   |            |  
|CURRENT LIABILITIES                                       |   |            |  
|                                                          |   |            |  
|Account payable - related parties                         | $ | 58,035     |  
|Accounts payable                                          |   | 87,837     |  
|                                                          |   |            |  
|Total Current
      Liabilities                           |   | 145,872    |  
|                                                          |   |            |  
|STOCKHOLDERS' EQUITY                                      |   |            |  
|                                                          |   |            |  
|Common stock                                              |   |            |  
|200,000,000 shares authorized,
      at $0.001 par value; |   |            |  
|22,626,670 shares
      issued and outstanding            |   | 22,627     |  
|Capital in excess of par value                            |   | 3,031,225  |  
|Deficit accumulated during the exploration
      stage    |   | (1,222,992 | )
|                                                          |   |            |  
|Total Stockholders'
      Equity                          |   | 1,830,860  |  
|                                                          |   |            |  
|                                                          | $ | 1,976,732  |  




F-2

---

QUINCY GOLD CORP. AND SUBSIDIARY
  (Exploration Stage Company)
  CONSOLIDATED STATEMENT OF OPERATIONSFor the Years Ended April 30, 2004 and 2003 and the
  Period May 5, 1999 (Date of Inception) to April 30, 2004

|                           |   | Apr 30,    |   |   | Apr 30,  |   |   | May 5, 1999 to |  
|-------------------------- | - | ---------- | - | - | -------- | - | - | -------------- | -
|                           |   | 2004       |   |   | 2003     |   |   | Apr 30, 2004   |  
|                           |   |            |   |   |          |   |   |                |  
|REVENUES                   | $ | -          |   | $ | -        |   | $ | -              |  
|                           |   |            |   |   |          |   |   |                |  
|EXPENSES                   |   |            |   |   |          |   |   |                |  
|                           |   |            |   |   |          |   |   |                |  
|Administrative             |   | 530,697    |   |   | 83,889   |   |   | 673,455        |  
|Exploration                |   | 349,634    |   |   | 31,602   |   |   | 387,193        |  
|Financing costs            |   | 160,350    |   |   | -        |   |   | 160,350        |  
|Amortization               |   | 1,501      |   |   | 493      |   |   | 1,994          |  
|                           |   | 1,042,182  |   |   | 115,984  |   |   | 1.222,992      |  
|                           |   |            |   |   |          |   |   |                |  
|NET LOSS                   | $ | (1,042,182 | ) | $ | (115,984 | ) | $ | (1,222,992     | )
|                           |   |            |   |   |          |   |   |                |  
|                           |   |            |   |   |          |   |   |                |  
|                           |   |            |   |   |          |   |   |                |  
|NET LOSS PER COMMON SHARE  |   |            |   |   |          |   |   |                |  
|                           |   |            |   |   |          |   |   |                |  
|Basic and diluted          | $ | (.06       | ) | $ | (.01     | ) |   |                |  
|                           |   |            |   |   |          |   |   |                |  
|                           |   |            |   |   |          |   |   |                |  
|                           |   |            |   |   |          |   |   |                |  
|AVERAGE OUTSTANDING SHARES |   |            |   |   |          |   |   |                |  
|(stated in
      1,000's)  |   |            |   |   |          |   |   |                |  
|Basic                      |   | 18,620     |   |   | 12,221   |   |   |                |  
|Diluted                    |   | 21,328     |   |   | 14,929   |   |   |                |  




F-3

---

QUINCY GOLD CORP. AND SUBSIDIARY(Exploration Stage Company)CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
  For the Period May 5, 1999 (Date of Inception) to April 30, 2004

|                                          |  |              |  |   |           |  |   | Capital in  |  |   |            |  
|----------------------------------------- |  | ------------ |  | - | --------- |  | - | ----------- |  | - | ---------- | -
|                                          |  | Common Stock |  |   | Excess of |  |   | Accumulated | 
|                                          |  | Shares       |  |   | Amount    |  |   | Par Value   |  |   | Deficit    |  
|                                          |  |              |  |   |           |  |   |             |  |   |            |  
|                                          |  |              |  |   |           |  |   |             |  |   |            |  
|Balance May 5, 1999(date of inception)    |  | -            |  | $ | -         |  | $ | -           |  | $ | -          |  
|                                          |  |              |  |   |           |  |   |             |  |   |            |  
|                                          |  |              |  |   |           |  |   |             |  |   |            |  
|Issuance of common stock for cash         |  |              |  |   |           |  |   |             |  |   |            |  
|at $.001 - June 17, 1999                  |  | 4,000,000    |  |   | 4,000     |  |   | -           |  |   | -          |  
|Issuance of common stock for cash         |  |              |  |   |           |  |   |             |  |   |            |  
|at $.001 - July 26, 1999                  |  | 6,000,000    |  |   | 6,000     |  |   | -           |  |   | -          |  
|Issuance of common stock for cash         |  |              |  |   |           |  |   |             |  |   |            |  
|at $.10 - August 15, 1999                 |  | 26,500       |  |   | 27        |  |   | 2,623       |  |   | -          |  
|Contributions to capital - expenses -     |  |              |  |   |           |  |   |             |  |   |            |  
|related parties                           |  | -            |  |   | -         |  |   | 10,800      |  |   |            |  
|Net operating loss for the period         |  |              |  |   |           |  |   |             |  |   |            |  
|May 5, 1999 to April 30, 2000             |  | -            |  |   | -         |  |   | -           |  |   | (24,058    | )
|Contributions to capital - expenses -     |  |              |  |   |           |  |   |             |  |   |            |  
|related parties                           |  | -            |  |   | -         |  |   | 10,800      |  |   | -          |  
|Net operating loss for the year           |  |              |  |   |           |  |   |             |  |   |            |  
|ended April 30, 2001                      |  | -            |  |   | -         |  |   | -           |  |   | (17,862    | )
|Contributions to capital - expenses -     |  |              |  |   |           |  |   |             |  |   |            |  
|related parties                           |  | -            |  |   | -         |  |   | 10,800      |  |   | -          |  
|Net operating loss for the year           |  |              |  |   |           |  |   |             |  |   |            |  
|ended April 30, 2002                      |  | -            |  |   | -         |  |   | -           |  |   | (22,906    | )
|Issuance of common stock for cash at $.15 |  |              |  |   |           |  |   |             |  |   |            |  
|November 2002 & January 2003              |  | 533,333      |  |   | 533       |  |   | 79,468      |  |   | -          |  
|Issuance of common stock for              |  |              |  |   |           |  |   |             |  |   |            |  
|purchase of subsidiary - note 5           |  | 6,000,000    |  |   | 6,000     |  |   | 5,092       |  |   | -          |  
|Issuance of common stock for cash         |  |              |  |   |           |  |   |             |  |   |            |  
|at $.25 - April 2003                      |  | 195,250      |  |   | 195       |  |   | 48,618      |  |   | -          |  
|Issuance of common stock for payment      |  |              |  |   |           |  |   |             |  |   |            |  
|of debt - at $.25 - April 10, 2003        |  | 148,000      |  |   | 148       |  |   | 36,852      |  |   |            |  
|Contribution to capital - expenses -      |  |              |  |   |           |  |   |             |  |   |            |  
|related parties                           |  | -            |  |   | -         |  |   | 6,000       |  |   | -          |  
|Net operating loss for the year           |  |              |  |   |           |  |   |             |  |   |            |  
|ended April 30, 2003                      |  | -            |  |   | -         |  |   | -           |  |   | (115,984   | )
|Issuance of common stock for cash         |  |              |  |   |           |  |   |             |  |   |            |  
|at $.25 - 2003-2004                       |  | 2,573,587    |  |   | 2,574     |  |   | 640,822     |  |   | -          |  
|Issuance of common stock for expenses     |  |              |  |   |           |  |   |             |  |   |            |  
|at $.25 50,000                            |  | 50           |  |   | 12,450    |  |   | -           |  |   |            |  
|Issuance of common stock for cash         |  |              |  |   |           |  |   |             |  |   |            |  
|at $.70 - March 2004                      |  | 3,100,000    |  |   | 3,100     |  |   | 2,166,900   |  |   | -          |  
|Net operating loss for the year           |  |              |  |   |           |  |   |             |  |   |            |  
|ended April 30, 2004                      |  | -            |  |   | -         |  |   | -           |  |   | (1,042,182 | )
|                                          |  |              |  |   |           |  |   |             |  |   |            |  
|                                          |  |              |  |   |           |  |   |             |  |   |            |  
|                                          |  |              |  |   |           |  |   |             |  |   |            |  
|Balance April 30, 2004                    |  | 22,626,670   |  | $ | 22,627    |  | $ | 3,031,225   |  | $ | (1,222,992 | )




F-4

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QUINCY GOLD CORP. AND SUBSIDIARY(Exploration Stage Company)CONSOLIDATED STATEMENT OF CASH FLOWSFor the Years Ended April 30, 2004 and 2003 and the
  Period May 5, 1999 (Date of Inception) to April 30, 2004

|                                                         |   | Apr 30,    |   |   | Apr 30,  |   |   | May 5, 1999 to |  
|-------------------------------------------------------- | - | ---------- | - | - | -------- | - | - | -------------- | -
|                                                         |   | 2004       |   |   | 2003     |   |   | Apr 30, 2004   |  
|CASH FLOWS FROM                                          |   |            |   |   |          |   |   |                |  
|OPERATING ACTIVITIES                                     |   |            |   |   |          |   |   |                |  
|                                                         |   |            |   |   |          |   |   |                |  
|Net loss                                                 | $ | (1,042,182 | ) | $ | (115,984 | ) | $ | (1,222,992     | )
|                                                         |   |            |   |   |          |   |   |                |  
|Adjustments to reconcile net loss to                     |   |            |   |   |          |   |   |                |  
|net cash provided
      by operating                     |   |            |   |   |          |   |   |                |  
|activities                                               |   |            |   |   |          |   |   |                |  
|                                                         |   |            |   |   |          |   |   |                |  
|Amortization                                             |   | 1,501      |   |   | 493      |   |   | 1,994          |  
|Change in
      deposits                                 |   | (2,475     | ) |   | -        |   |   | (2,475         | )
|Change in
      accounts payable                         |   | 123,551    |   |   | 39,504   |   |   | 182,872        |  
|Capital contributions
      - expenses - related parties |   | -          |   |   | 6,000    |   |   | 38,400         |  
|Issuance of common capital
      stock for expenses      |   | 12,500     |   |   | -        |   |   | 12,500         |  
|                                                         |   |            |   |   |          |   |   |                |  
|                                                         |   |            |   |   |          |   |   |                |  
|Net
      Change in Cash From Operations                 |   | (907,105   | ) |   | (69,987  | ) |   | (989,701       | )
|                                                         |   |            |   |   |          |   |   |                |  
|CASH FLOWS FROM INVESTING                                |   |            |   |   |          |   |   |                |  
|ACTIVITIES                                               |   | -          |   |   | -        |   |   | -              |  
|                                                         |   |            |   |   |          |   |   |                |  
|CASH FLOWS FROM FINANCING                                |   |            |   |   |          |   |   |                |  
|ACTIVITIES                                               |   |            |   |   |          |   |   |                |  
|                                                         |   |            |   |   |          |   |   |                |  
|Proceeds from
      issuance of common stock             |   | 2,813,396  |   |   | 128,814  |   |   | 2,954,860      |  
|                                                         |   |            |   |   |          |   |   |                |  
|Net Change in Cash                                       |   | 1,906,291  |   |   | 58,827   |   |   | 1,965,159      |  
|                                                         |   |            |   |   |          |   |   |                |  
|Cash at Beginning of Period                              |   | 58,868     |   |   | 41       |   |   | -              |  
|Cash at End of Period                                    | $ | 1,965,159  |   | $ | 58,868   |   | $ | 1,965,159      |  
|                                                         |   |            |   |   |          |   |   |                |  
|                                                         |   |            |   |   |          |   |   |                |  
|                                                         |   |            |   |   |          |   |   |                |  
|SCHEDULE OF NONCASH OPERATING ACTIVITIES                 |   |            |   |   |          |   |   |                |  
|                                                         |   |            |   |   |          |   |   |                |  
|Capital contributions - expenses - related parties       | $ | 38,400     |   |   |          |   |   |                |  
|Issuance of 50,000 common shares for expenses            |   | 12,500     |   |   |          |   |   |                |  




F-5

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QUINCY GOLD CORP. AND SUBSIDIARY
  (Exploration Stage Company)
  NOTES TO FINANCIAL STATEMENTSApril 30, 2004

1. ORGANIZATION

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

On July 7, 2004 the name was changed to "Quincy Gold Corp."

The Company was organized for the purpose of acquiring and
  developing mineral properties and at the report date mineral claims had been
  acquired. The Company has not established the existence of a commercially mineable
  ore deposit and therefore is considered to be in the exploration stage.

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.

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. Diluted net income
  (loss) per share amounts are computed using the weighted average number of common
  shares and common equivalent shares outstanding as if shares had been issued
  on the exercise of any common share rights unless the exercise becomes antidilutive
  and then the diluted income (loss) per shares is not shown.

Income Taxes

The Company utilizes the liability method of accounting for
  income taxes. Under the liability method deferred tax assets and liabilities
  are determined based on the differences between financial reporting and the
  tax bases of the assets and liabilities and are measured using the enacted tax
  rates and laws that will be in effect, when the differences are expected to
  reverse. An allowance against deferred tax assets is recognized, when it is
  more likely than not, that such tax benefits will not be realized. On April
  30, 2004 the Company had a net operating loss carry forward of $1,222,992. The
  tax benefit of approximately $367,000 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 not been able to project an estimated future operating
  profit. The net operating loss expires starting 2015 through 2024.

F-6

---

QUINCY GOLD CORP. AND SUBSIDIARY
  (Exploration Stage Company)
  NOTES TO FINANCIAL STATEMENTSApril 30, 2004

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Mineral Claim Costs

Cost of acquisition, exploration, carrying and retaining unproven mining leases
  are expensed as incurred.

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.

Principles of Consolidation

The consolidated financial statements include the accounts
  of Quincy Gold Corp. (parent) and its wholly owned subsidiary Atlas Database
  Corp. All intercompany transactions have been eliminated

Concentration of Credit Risk

There are no financial instruments that potentially subject
  the Company to significant concentration of credit risks except that the Company
  maintains cash in banks over the federally insured amounts of $100,000, but
  are otherwise in banks of high quality.

Revenue Recognition

Revenue is recognized on the sale and delivery of a product or the completion
  of services provided.

Statement of Cash Flows

For the purposes of the statement of cash flows, the Company
  considers all highly liquid investments with a maturity of three months or less
  to be cash equivalents.

Financial Instruments

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

F-7

---

QUINCY GOLD CORP. AND SUBSIDIARY
  (Exploration Stage Company)
  NOTES TO FINANCIAL STATEMENTSApril 30, 2004

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Key Employee Stock Option Plan

SFAS No. 123, "Accounting for Stock-Based Compensation," establishes
  accounting and reporting standards for stock-based employee compensation plans.
  As permitted by SFAS No. 123, the Company accounts for such arrangements under
  APB Opinion No. 25, "Accounting for Stock Issued to Employees." and related
  interpretations.

Estimates and Assumptions

Management uses estimates and assumptions in preparing financial
  statements in accordance with accounting principles generally accepted in United
  States of America. Those estimates and assumptions may 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.

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 A DATABASE BY ATLAS DATABASE CORP. (SUBSIDIARY)

In June 1, 2000 Atlas Database Corp. (subsidiary) purchased
  a database for $15,000. The database contains information on the natural resources
  and exploration developed during the period 1982 through 1997. The majority
  of the information contained in the database relates to research on bulk mineable
  precious mineralized material in the western United States, particularly sediment
  hosted disseminated gold mineralized material and volcanic hosted disseminated
  hot springs gold mineralized material from which the Company, and its subsidiary,
  is using for the Company's stated business objective of locating, acquiring,
  and exploring, mineral natural resource properties.

The database is being amortized to expense, on the straight
  line method, over 10 years starting, on the date of purchase.

4. ACQUISITION OF MINERAL LEASES

The following acquired claims have not been proven to have
  a commercially mineable ore reserves and therefore all costs of exploration
  and retaining the properties have been expensed.

F-8

---

QUINCY GOLD CORP. AND SUBSIDIARY
  (Exploration Stage Company)
  NOTES TO FINANCIAL STATEMENTSApril 30, 2004

4. ACQUISITION OF MINERAL LEASES - continued

Silver Bow Property

In February, 2003 the Company optioned 73 unpatented lode
  mining claims in Nye County, Nevada known as the Silver Bow Property. The terms
  of the option provides for advanced royalty payments totaling $165,000 by the
  fifth anniversary date as follows:

$10,000 upon signing (paid) 
  $15,000 on the 1st anniversary (paid) 
  $20,000 on the 2nd anniversary 
  $30,000 on the 3rd anniversary 
  $40,000 on the 4th anniversary 
  $50,000 on the 5th anniversary and yearly thereafter

The vendors maintain a 3% Net Smelter Return (NSR) royalty
  in the property of which the Company has the right to purchase two thirds of
  the NSR for $1,500,000 and the final third for an additional $2,000,000.

Lantern Property

On July 31, 2003, the Company entered into a mining lease
  with Newmont Mining Corporation for unpatented mining claims totaling 1,123
  acres, and also received a quit claim deed for 340 acres consisting of 22 unpatented
  mining claims. The property is known as the Lantern Property. Platoro West Incorporated,
  a corporation controlled by William Sheriff, one of the Company’s shareholders,
  is also a party to the Mining Lease.

Under the lease agreement the Company is required to spend
  $25,000 on exploration and assessment work during each of the years ended July
  31, 2005 and 2006, $50,000 during each of the years ended July 31, 2007 through
  2012 and $100,000 each year after that. The lease is subject to a maximum 4%
  NSR.

The title to 1,000 acres of the above property is being challenged in a court
  action, and is presently on appeal in the Nevada Supreme court.

Quartz Mountain Property

On October 15 2003 the Company acquired an exclusive option
  from Seabridge Gold Corporation to earn a 50% interest in 67 unpatented mining
  claims located in Lake County, Oregon known as the Quartz Mountain Property.

F-9

---

QUINCY GOLD CORP. AND SUBSIDIARY
  (Exploration Stage Company)
  NOTES TO FINANCIAL STATEMENTSApril 30, 2004

4. ACQUISITION OF MINERAL LEASES - continued

Quartz Mountain Property - continued

The terms of the agreement includes payments of cumulative
  exploration expenditures totaling $1,500,000 on or before October 15, 2008 with
  the following minimum payments:

$100,000 by October 15, 2004, an additional $150,000 by October
  15, 2005, an additional $250,000 by October 15, 2006, and the balance the of
  $1,000,000 by October 15, 2008, and the issuance of 50,000 shares of common
  capital stock (completed), and 200,000 shares within 30 days of satisfying the
  expenditures described above.

Empire Property

On December 15, 2003 the Company entered into a Mining Lease
  and Agreement with Nevada Contact Inc., for 22 unpatented mineral claims (except
  oil and gas) situated in Owhee County, Idaho, known as the Empire Claims, and
  certain additional lands (except oil and gas) comprising 552 acres, more or
  less, also located in Owhee County, Idaho pursuant to a State of Idaho Department
  of Lands Mineral Lease.

The terms of the lease include an annual advance royalty payment
  of $10,000 on December 15 of each year beginning December 15, 2003. The Empire
  Claims are subject to a 3% net smelter return royalty, which will be reduced
  to 1% after Nevada Contact Inc. has received a total compensation of $1,000,000.

Miller Property

During January, 2004 the Company entered into a Mining Lease
  and Agreement with Pacific Intermountain Gold Corporation in which the Company
  leased 21 unpatented lode claims located in Esmeralda County, Nevada known as
  the "Miller Property". The terms of the agreement includes the following lease
  and minimum royalty and exploration payments.

|                                                   |   |        |  |   | Advance Royalty | 
|-------------------------------------------------- | - | ------ |  | - | --------------- | 
|                                                   |   | Lease  |  |   | & Exploration   | 
|January 23, 2004 (paid)                            | $ | 5,000  |  |   | -               | 
|January 23, 2005                                   |   | 7,500  |  | $ | 20,000          | 
|January 23, 2006                                   |   | 10,000 |  | $ | 35,000          | 
|January 23, 2007                                   |   | 15,000 |  | $ | 50,000          | 
|January 23, 2008                                   |   | 30,000 |  | $ | 70,000          | 
|January 23, 2009 and yearly thereafter             |   | 50,000 |  | $ | 100,000         | 
|until commencement of commercial
      production. |   |        |  |   |                 | 

F-10

---

QUINCY GOLD CORP. AND SUBSIDIARY
  (Exploration Stage Company)
  NOTES TO FINANCIAL STATEMENTSApril 30, 2004

4. ACQUISITION OF MINERAL LEASES - continued

Miller Property - continued

The property is subject to a sliding scale net smelter returns
  royalty ranging from 2% for gold prices under $300.00/oz to 5% for gold prices
  in excess of $500.00/oz. Advance royalty payments are credited against the sliding
  scale net smelter returns royalty.

The Company's largest shareholder holds a 25% interest in Pacific Intermountain
  Gold Corporation.

Seven Troughs Property

During March, 2004 the Company acquired a perpetual lease
  of mineral properties located in Pershing County, Nevada, known as the Seven
  Troughs Property from Newmont Capital Limited. The lease consists of three claim
  groups, which are owned, leased or optioned by Newmont Capital Limited. Certain
  of the claims are subject to underlying net smelter returns royalties of 1%
  to 1.5% .

The Company is required to satisfy all obligations under the
  leases for Seven Troughs Property which include reimbursing Newmont for an advance
  minimum royalty payment of $25,000 (paid) and making payments on or before January
  1 as follows:

$50,000 on January 1, 2005, $75,000 on January 1, 2006, and
  $100,000 on January 1, 2007 and yearly thereafter.

The advance royalty payments will be credited against 1% of
  the smelter returns royalty payable to the Lessor in respect of certain of the
  Leases.

The terms of the agreement also includes payments totaling
  $5,000,000 in exploration expenditures as follows:

$500,000 on or before September 1, 2005 
  $650,000 on or before September 1, 2006 
  $850,000 on or before September 1, 2007
  $1,250,000 on or before September 1, 2008 and 
  $1,750,000 on or before September 1, 2009

The $500,000 of exploration expenditures due by September
  1, 2005 is a firm commitment by the Company.

F-11

---

QUINCY GOLD CORP. AND SUBSIDIARY
  (Exploration Stage Company)
  NOTES TO FINANCIAL STATEMENTSApril 30, 2004

5. ACQUISITION OF ALL STOCK OF ATLAS DATABASE CORP.

On January 24, 2003 the Company acquired all of the outstanding
  stock of Atlas Database Corp. (subsidiary) by the issuance of 6,000,000 restricted
  common shares of the Company, representing 36 % of the outstanding shares of
  the Company after the acquisition. The acquisition was recorded as a purchase
  with no good will recognized. The only asset held by Atlas Database Corp. (subsidiary)
  was the database outlined in note 3. The stock of Atlas Database Corp. acquired
  by the Company was valued at $11,092, the remaining book value of the database
  held by Altas Database Corp. (subsidiary). The value of the 6,000,000 restricted
  shares issued by the Company was otherwise undeterminable. The operations of
  the subsidiary are included in the consolidated statement of operations starting
  January 24, 2003. There were no contingent terms as part of the acquisition
  agreement.

6. COMMON CAPITAL STOCK AND WARRANTS

Since inception the Company completed private placement offerings
  of 16,428,670 common shares for $2,954,860, 148,000 shares for payment of a
  debt, 6,000,000 shares for the purchase of all outstanding shares of Atlas Database
  Corp., and 50,000 shares for the purchase of mineral claims.

The Company issued 266,667 common share warrants as part of
  the issuance of 533,333 common shares during November 2002 and January 2003.
  The warrants entitled the holders to purchase 266,667 common shares of the Company
  for $.25 per share and the unexpired warrants will expire starting in November
  2003 through January 2004. The Company issued 1,550,000 common share warrants
  as part of the issuance of 3,100,000 common shares on April 5, 2004. The warrants
  entitle the holders to purchase 1,550,000 common shares of the Company for $1.00
  and will expire in September 2005. The terms of the private placement provides
  for registration rights on the shares.

7. 2003 KEY EMPLOYEE STOCK OPTION PLAN

The Company established a 2003 Key Employee Stock Option Plan
  on October 15, 2003 and has issued 1,670,000 options on December 3, 2003, and
  225,000 options on January 13, 2004, with an expiration date of December 3,
  2008, to selected officers-directors and consultants, to purchase an equal number
  of common shares, which can be purchased by the option holder after the vesting
  periods. 1,670,000 of the options have an option price of $.25 and vest one
  fourth on January 1, 2004, one fourth on July 1, 2004, one fourth on January
  1, 2005, and one fourth on July 1, 2005. 225,000 of the options have an option
  price of $.67, which was amended to $.45 on June 15, 2004, and vest one fourth
  on July 13, 2004, one fourth on January 13, 2005, one fourth on July 13, 2005,
  and one fourth on January 13, 2006. The trading value of the shares on December
  3, 2003 was $.25 and on January 13, 2004 a value of $.59. None of the options
  had been exercised by the report date.

F-12

---

QUINCY GOLD CORP. AND SUBSIDIARY
  (Exploration Stage Company)
  NOTES TO FINANCIAL STATEMENTSApril 30, 2004

7. 2003 KEY EMPLOYEE STOCK OPTION PLAN - continued

SFAS No. 123, "Accounting for Stock-Based Compensation," establishes
  accounting and reporting standards for stock-based employee compensation plans.
  As permitted by SFAS No. 123, the Company accounts for such arrangements under
  the intrinsic value method as provided in APB Opinion No. 25, "Accounting for
  Stock Issued to Employees." and related interpretations. Accordingly, no compensation
  expense is recognized for stock option grants because the exercise price of
  the stock options equals or exceeds the market price of the underlying stock
  on the date of the grant to officers-directors or employees.

The Company applies the intrinsic value method in accounting
  for its stock based compensation plan. If the Company had measured compensation
  under the fair value based method for stock options the net operating loss and
  loss per share amounts for the year ended April 30, 2004 would have been as
  follows:

|Net loss as reported                            | $ | (1,042,182 | )
|----------------------------------------------- | - | ---------- | -
|Stock based employee compensation
      expense |   | (141,950   | )
|Net pro-forma
      loss                        | $ | (1,184,132 | )
|                                                |   |            |  
|Net loss per common share                       |   |            |  
|as reported                                     | $ | (.06       | )
|pro-forma                                       |   | (.06       | )

8. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

An officer-director and two other directors have acquired 46
  % of the common stock issued and have made contributions to capital by the payment
  of expenses for the Company amounting to $38,400 since inception.

The Company has accrued accounts payable to officer-directors
  of $58,035 and paid consultant fees of $115,987 for the last fiscal year.

9. SUBSEQUENT EVENT

In June 2004 the Company entered into an Investor Relations
  Service Agreement pursuant to which it granted an option to acquire 50,000 common
  shares at $0.40 per share until June 17, 2005.

F-13

---

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

We have had no disagreements with our independent auditors
  on accounting or financial disclosures.

Effective January 30, 2004 we dismissed our auditors, Sellers
  & Andersen LLC, and appointed Madsen and Associates, CPA's Inc. Our principal
  accountant, Mr. Rex Andersen, formerly of Sellers and Andersen LLC, now works
  with Madsen & Associates, CPA's Inc. Mr. Rex Andersen remains our principal
  accountant and has not resigned from this position nor has he been dismissed.

ITEM 8A. CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Securities Exchange Act
  of 1934 (the "Exchange Act"), we carried out an evaluation of the effectiveness
  of the design and operation of our disclosure controls and procedures within
  the 90 days prior to the filing date of this report. This evaluation was carried
  out under the supervision and with the participation of our Chief Executive
  Officer and Chief Financial Officer, Mr. Daniel T. Farrell. Based upon that
  evaluation, our Chief Executive Officer and Chief Financial Officer concluded
  that our disclosure controls and procedures are effective in timely alerting
  management to material information relating to us required to be included in
  our periodic SEC filings. There have been no significant changes in our internal
  controls or in other factors that could significantly affect internal controls
  subsequent to the date we carried out our evaluation.

Disclosure controls and procedures are controls and other
  procedures that are designed to ensure that information required to be disclosed
  our reports filed or submitted under the Exchange Act is recorded, processed,
  summarized and reported, within the time periods specified in the Securities
  and Exchange Commission's rules and forms. Disclosure controls and procedures
  include, without limitation, controls and procedures designed to ensure that
  information required to be disclosed in our reports filed under the Exchange
  Act is accumulated and communicated to management, including our Chief Executive
  Officer and Chief Financial Officer, to allow timely decisions regarding required
  disclosure.

PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Each of our directors is elected by stockholders to a term
  of one year and serves until his or her successor is elected and qualified.
  Each of our officers is elected by the board of directors to a term of one year
  and serves until his or her successor is duly elected and qualified, or until
  he is removed from office. The board of directors has no nominating, auditing
  or compensation committees.

The names, addresses, ages and positions of our present officers
  and directors are set forth below:

34

---

|Full Name and Resident   | Age | Positions            | Date Appointed    
|------------------------ | --- | -------------------- | ------------------
|Address                  |     |                      | Director          
|                         |     |                      |                   
|Daniel T. Farrell        | 66  | President, Secretary | August 30, 2002   
|309 Center Street        |     | and Director         |                   
|Hancock, MI 49930        |     |                      |                   
|                         |     |                      |                   
|Thomas Skimming          | 68  | Vice-President       | September 18, 2002
|11 Camelot Court         |     | (Exploration),       |                   
|Toronto, Ontario M3B 2N4 |     | Director             |                   
|                         |     |                      |                   
|William Utterback        | 61  | Director             | December 17, 2002 
|5020 Weikel Drive        |     |                      |                   
|Winnemucca, NV 89445     |     |                      |                   
|                         |     |                      |                   
|George Cole              | 61  | Vice-President       | March 5, 2003     
|610 S. Sutro Terrace     |     | (Nevada), Director   |                   
|Carson City, NV 89706    |     |                      |                   
|                         |     |                      |                   
|John Cullen              | 47  | Director             | April 29, 2003    
|37 Amelia Street         |     |                      |                   
|Barrie, Ontario L4M 1M5  |     |                      |                   
|                         |     |                      |                   
|William Morris Sheriff   | 46  | Vice-President       | N/A               
|7000 Eagle Circle        |     | (Advanced Project    |                   
|Wylie, TX 75098          |     | Development          |                   

The persons named above have held their offices/positions
  since the date of appointment and are expected to hold their offices/positions
  until the next annual general meeting of our stockholders.

Background of Officers and Directors

Mr. Farrell has been a corporate development officer with
  CGX Energy, Inc., an oil and gas exploration company based in Toronto, Ontario,
  listed on the TSX Venture Exchange. Mr. Farrell has served as President of Diadem
  Resources Ltd. from December, 1997 through July, 1998, President of Tiaro Bay
  Resources Inc. from January 1997 through September, 1997 and President of RJK
  Explorations Ltd. from January, 1996 through December, 1996, all of which are
  publicly traded companies listed on the TSX Venture Exchange and engaged in
  the natural resource exploration business. Mr. Farrell was a corporate development
  officer with Greater Lenora Resources from June, 1994 through December, 1995.
  From 1991 through the 1994 Mr. Farrell was a financial adviser with American
  Express in Houghton, Michigan. Mr. Farrell holds a B.Sc. in geology from Michigan
  Technological University in Houghton, Michigan.

Mr. Skimming, P. Eng., is a professional geologist with over
  30 years experience in the natural resource exploration industry, having served
  as a director and officer of several natural resource exploration companies
  listed on the TSX Venture Exchange. Since 1972 Mr. Skimming has provided geological
  consulting services as president of Thomas Skimming & Associates Limited.
  Mr. Skimming is currently a director of Pamlico Resources Ltd., St. Anthony
  Resources Inc., Romios Gold Resources Inc. and Barton Bay Resources Inc., all
  of which are publicly traded companies listed on the TSX Venture Exchange and
  engaged in the natural resource exploration business. Mr. Skimming holds a B.Sc.
  from the University of Michigan and took post graduate studies at McGill University.
  Mr. Skimming has been a member of the Association of Professional Engineers
  of Ontario since 1971.

35

---

Mr. Utterback is a consulting geologist with over 30 years
  experience in the natural resource exploration industry. Mr. Utterback served
  as chief geologist of Amax Gold Inc. from 1986 through 1993 and currently provides
  geological consulting services to Gold Property Services. Mr. Utterback holds
  Bachelors and Masters degrees in Science from Oregon State University.

Mr. Cole, currently retired, was formerly Vice-President,
  Exploration of Teck Cominco Limited, a diversified mining, smelting and refining
  group of companies headquartered in Vancouver, British Columbia whose securities
  are listed on the Toronto Stock Exchange and the American Stock Exchange, from
  1993 through December, 2001. Mr. Cole holds a M.Sc. in Geology from the University
  of Montana and a B.Sc. in Geology from Montana State University.

Mr. Cullen has been President of Cullen Management since May,
  1998. From 1987 through May, 1998 Mr. Cullen was an investment advisor with
  Nesbitt Burns, a registered investment dealer in Toronto, Ontario (now a subsidiary
  of the Bank of Montreal). Mr. Cullen is currently a director of CGX Energy,
  Inc. and Dumont Nickel Inc., both of which are engaged in the business of natural
  resources exploration and whose shares are listed on the TSX Venture Exchange,
  and is also a director of Biogan International Inc., a natural resource exploration
  company whose shares are listed on the OTC Bulletin Board. From October, 1995
  through February, 1997 Mr. Cullen served as a director of Link Minerals Inc.
  a natural resource exploration company whose shares are quoted on the CDN over-the-counter
  market.

Mr. Sheriff has been president of Platoro West Incorporated
  since April 1985. Mr. Sheriff has also served as a director of Castleworth Ventures
  Inc., a publicly traded company listed on the TSX Venture Exchange and engaged
  in the natural resource exploration business since October 2003. Mr. Sheriff
  holds a B.Sc. from Fort Lewis College in Durango, Colorado.

Conflicts of Interest

We believe that Messrs. Skimming, Utterback, Cullen and Sheriff
  will be subject to conflicts of interest. The conflicts of interest arise from
  their relationships in other mining companies.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company's executive
  officers and directors, and persons who beneficially own more than ten percent
  of the Company's equity securities, to file reports of ownership and changes
  in ownership with the Securities and Exchange Commission. Officers, directors
  and greater than ten percent shareholders are required by SEC regulation to
  furnish the Company with copies of all Section 16(a) forms they file. Based
  on its review of the copies of such forms received by it, the Company believes
  that during the fiscal year ended April 30, 2004 all such filing requirements
  applicable to its officers and directors were complied with.

ITEM 10. EXECUTIVE COMPENSATION

Our directors have not been compensated for their services
  and there are no plans to compensate them in the near future until such time
  as we generate sufficient revenue to do so. Other than as described herein,
  our President has not been compensated for his services to date. We do not have
  any plans to compensate Mr. Farrell until such time as we have sufficient financial
  resources to do so.

36

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Compensation Of Directors

During the fiscal years ended April 30, 2004 and 2003, we did not pay our
  directors for any meetings.

Executive Compensation

The following table sets forth the total compensation paid
  or accrued by us for the three years ended April 30, 2004 on behalf of each
  of our named executive officers.

Summary Compensation Table

The following table sets forth information with respect to
  stock options to purchase common stock granted to our named executive officers
  during the fiscal year ended April 30, 2004.

SUMMARY COMPENSATION TABLE

|                              |      | ANNUAL       |                       
|----------------------------- | ---- | ------------ | ----------------------
|                              |      | COMPENSATION | LONG TERM COMPENSATION
|                              |      |              |                       
|                              |      |              |                       
|                              |      |              |                       
|                              |      |              |                       
|                              |      |              |                       
|                              |      |              |                       
|Name and Principal Position   | Year | Salary       | Bonus                 
|                              |      | ($)          | ($)                   
|                              |      |              |                       
|Daniel T. Farrell (1) ,       |      |              |                       
|President, Secretary and      | 2004 | $Nil         | Nil                   
|director                      | 2003 | Nil          | Nil                   
|                              |      |              |                       
|Adam Smith (2) , President    | 2003 | Nil          | Nil                   
|and director                  | 2002 | Nil          | Nil                   
|                              |      |              |                       
|Gordon Krushnisky (3) , Chief |      |              |                       
|Financial Officer,            | 2003 | Nil          | Nil                   
|Secretary and director        | 2002 | Nil          | Nil                   

|(1) | Appointed President, Chief Financial Officer and Secretary August 16,
      2002 and as director August 30, 2002.
|--- | -----------------------------------------------------------------------------------------------------------------
|(2) | Resigned as President August 16, 2002 and as director August 30, 2002.                                           
|(3) | Resigned as Chief Financial Officer and Secretary August 16, 2002 and
      as director August 30, 2002.         

During the year ended April 30, 2004 we paid Daniel T. Farrell,
  our President, Chief Financial Officer, Secretary and director compensation
  of $1,500 per month for the period May through September, 2003 and $5,000 per
  month for the period October, 2003 through April 2004.

Mr. Farrell was not paid any compensation in the year ended
  April 30, 2003 other than a one-time payment of $1,500. Prior to the afore-mentioned
  payment, Mr. Farrell was donating his services to us, and we valued these services
  at $500 per month.

On April 8, 2003 Mr. Farrell converted the sum of $37,000
  which he had loaned to us or had advanced on our behalf into share of our common
  stock. The conversion price was $0.25 per share, which was the same price at
  which we issued shares of our common stock to investors on

37

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April 2 and 9th, 2003 pursuant to private placements
  referred to elsewhere in this report. See "Recent Sales of Unregistered Securities"
  for a discussion of the terms of the private placements. Accordingly. Mr. Farrell
  was not conferred any benefit as part of this conversion.

Employment Agreements with Executive Officers

There are no employment agreements with any officers or directors.

Option Grants in Last Fiscal Year

Other than options granted to our directors, officers and
  consultants under our 2003 KeyEmployee Stock Option Plan, we
  did not grant any options to purchase our common stock during the year ended
  April 30, 2004. Subsequent to April 30, 2004 in June 2004 we entered into an
  Investor Relations Service Agreement pursuant to which we granted an option
  to acquire 50,000 common shares at $0.40 per share until June 17, 2005.

Employee Stock Incentive Plan

On December 3, 2003, the board of directors adopted the2003 Key Employee Stock Option Plan subject to shareholder approval. The
  aggregate number of shares of common stock that can be awarded under the plan
  is 1,700,000, of which 1,670,000 were granted on December 3, 2003 subject to
  shareholder approval. On January 13, 2004 the board of directors determined
  to increase the aggregate number of shares of common stock that can be awarded
  under the plan to 1,900,000 and granted an additional 225,000 options, subject
  to shareholder approval. Shareholder approval was obtained on March 2, 2004.
  The plan permits the Board to grant qualified options with an exercise price
  of not less than the fair market value on the date of grant, and non-qualified
  options at an exercise price of not less than eighty-five percent (85%) of the
  fair market value of the underlying shares of common stock on the date of the
  grant. The plan permits the Board to grant options with a term of up to ten
  years for certain qualified options and not more than five years for options
  granted to a granted to a person holding 10% or more of our stock. However,
  no options will be issued with a term longer than five years. Options will be
  used by us to attract and retain certain key individuals and to give such individuals
  a direct financial interest in our future success and profitability.

Option Grants to the Named Executive Officers and Directors as of the date
  hereof:

|Name of Beneficial Owner | Title                         | Options
|------------------------ | ----------------------------- | -------
|                         |                               |        
|Daniel T. Farrell        | President (Chief Executive    | 220,000
|                         | Officer), Secretary and       |        
|                         | Director                      |        
|                         |                               |        
|Thomas Skimming          | Vice-President (Exploration), | 220,000
|                         | Director                      |        
|                         |                               |        
|George Cole              | Vice-President (Nevada),      | 220,000
|                         | Director                      |        
|                         |                               |        
|William C. Utterback     | Director                      | 100,000
|                         |                               |        
|John Cullen              | Director                      | 220,000
|                         |                               |        
|William Sheriff          | Vice-President (Advanced      | 220,000
|                         | Project Development)          |        

38

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Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-end Option
  Values

There were no option exercises in the last fiscal year.

Benefit Plans

We do not have a long-term incentive plan nor do we have a
  defined benefit, pension plan, profit sharing or other retirement plan.

Code of Ethics

We have adopted a Code of Ethics and Business Conduct for
  Officers, Directors and Employees, that applies to all of our officers, directors
  and employees. The Code of Ethics is filed as an exhibit to this Report on Form
  10-KSB.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the date of this report,
  the total number of shares owned beneficially by the present owners of 5% or
  more of our total outstanding shares. Unless otherwise stated, the stockholders
  listed below have direct ownership of their shares and possess sole voting and
  dispositive power with respect to their shares:

The persons named below may be deemed to be a parents and
  promoters of our company within the meaning of such terms under the Securities
  Act, as amended, by virtue of his/its direct and indirect stock holdings. Mr.
  Farrell is the only promoter of our company.

|Title of Class | Name and Address of       | Amount and Nature of       | Percent of Class
|-------------- | ------------------------- | -------------------------- | ----------------
|               | Beneficial Owner          | Beneficial Ownership       |                 
|               |                           |                            |                 
|Common Stock   | Daniel T. Farrell         | 3,973,000 Common Shares(1) | 17.56%          
|               | 309 Center Street         | Direct                     |                 
|               | Hancock, MI 49930         |                            |                 
|               |                           |                            |                 
|Common Stock   | William M. Sheriff        | 6,001,000 Common Shares(1) | 26.52%          
|               | 3518 Earl Avenue          | Direct and Indirect(2)     |                 
|               | PO Box 2654               |                            |                 
|               | Durango, CO 81302         |                            |                 
|               |                           |                            |                 
|Common Stock   | RAB Special Situations LP | 2,150,000 Common Shares(3) | 9.50%           
|               | No. 1 Adam Street         | Direct                     |                 
|               | London W2CN 6LE           |                            |                 
|               | United Kingdom            |                            |                 

The following table sets forth, as of the date of this report,
  the total number of shares owned beneficially by each of our directors, officers
  and key employees, individually and as a group. Unless otherwise stated, the
  stockholders listed below have direct ownership of their shares and possess
  sole voting and dispositive power with respect to their shares:

39

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|Title of Class | Name and Address of      | Amount and Nature of | Percent of Class
|-------------- | ------------------------ | -------------------- | ----------------
|               | Beneficial Owner         | Beneficial Ownership |                 
|               |                          |                      |                 
|Common Stock   | Daniel T. Farrell        | 3,973,000 Common     | 17.56%          
|               | 309 Center Street        | Shares (1)           |                 
|               | Hancock, MI 49930        | Direct               |                 
|               |                          |                      |                 
|Common Stock   | Thomas Skimming          | Nil(1)               | N/A             
|               | 11 Camelot Court         |                      |                 
|               | Toronto, Ontario M3B 2N4 |                      |                 
|               |                          |                      |                 
|Common Stock   | William Utterback        | Nil(2)               | N/A             
|               | 5020 Weikel Drive        |                      |                 
|               | Winnemucca, NV 89445     |                      |                 
|               |                          |                      |                 
|Common Stock   | George Cole              | Nil(1)               | N/A             
|               | 610 S. Sutro Terrace     |                      |                 
|               | Carson City, NV 89706    |                      |                 
|               |                          |                      |                 
|Common Stock   | John Cullen              | 390,000 Common       | 1.72%           
|               | 37 Amelia Street         | Shares (1)           |                 
|               | Barrie, Ontario L4 1M5   | Direct               |                 
|               |                          |                      |                 
|Common Stock   | All Officers and         | 4,363,000 Common     | 19.28%          
|               | Directors, as a group    | Shares               |                 

|(1) | Does not include Options to purchase 220,000 shares.
|--- | ----------------------------------------------------
|(2) | Does not include Options to purchase 100,000 shares.

Except as otherwise noted, it is believed that all persons
  have full voting and investment power with respect to the shares indicated.
  Under the rules of the Securities and Exchange Commission, a person (or group
  of persons) is deemed to be a beneficial owner of a security if he or she, directly
  or indirectly, has or shares the power to vote or to direct the voting of such
  security, or the power to dispose of or to direct the disposition of such security.
  Accordingly, more than one person may be deemed to be a beneficial owner of
  the same security. A person is also deemed to be a beneficial owner of any security,
  which that person has the right to acquire within 60 days, such as options or
  warrants to purchase our Common Stock.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Except as disclosed below, none of the following parties has
  in the last two fiscal years had any material interest, direct or indirect,
  in any transaction with us or in any presently proposed transaction that has
  or will materially affect us:

- Any of our directors or officers;
- Any person proposed as a nominee for election as a director;
- Any person who beneficially owns, directly or indirectly,
      shares carrying more than 10%of the voting rights attached to our outstanding
      shares of common stock;
- Any of our promoters; or
- Any relative or spouse of any of the foregoing persons who has the same
    house as suchperson.

In June, 1999 we issued 4,000,000 shares of our common stock
  to our directors, Adam Smith, Gordon Krushnisky and Raymond Miller for $4,000.
  Mr. Miller subsequently transferred his

40

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shares to Mr. Krushnisky. On August 16, 2002, Adam Smith and
  Gordon Krushnisky each entered into Stock Purchase Agreements with Daniel T.
  Farrell whereby Smith and Krushnisky sold 4,000,000 shares to Mr. Farrell for
  $4,000. Mr. Farrell was then appointed our President, Chief Financial Officer
  and Secretary. Our Board of Directors appointed Mr. Farrell as a director on
  August 30, 2002. Messrs. Smith and Krushnisky then resigned.

On January 17, 2003 we acquired Atlas Database Corp., the
  owner of a natural resources exploration database developed by Atlas Minerals
  Inc. Atlas Database Corp. was acquired in an arms length tax-free exchange pursuant
  to an Agreement and Plan of Merger between ourselves, Atlas Database Acquisition
  Corp., our wholly owned subsidiary, Atlas Database Corp., Platoro West Incorporated
  and William M. Sheriff. Mr. Sheriff is the sole Shareholder of Platoro which
  was, in turn, the sole shareholder of Atlas Database Corp. Pursuant to the terms
  of the Agreement and Plan of Merger, 6,000,000 shares of our common stock were
  issued to Platoro in exchange for all of the issued and outstanding shares of
  Atlas Database Corp., Atlas Database Acquisition Corp. merged with and into
  Atlas Database Corp. and its separate existence ceased. As a result of the foregoing,
  Atlas Database Corp. is now a wholly-owned subsidiary of ours. Atlas Database
  Corp. was formed in January, 2003 and was assigned all of the Platoro's right,
  title and interest in and to the Atlas Database in exchange for $15,000 cash.
  Prior to the Agreement and Plan of Merger, Platoro West Incorporated was the
  sole shareholder of Atlas Database Corp. and therefore its parent company. Platoro's
  interest in the Atlas Database was acquired pursuant to a Bill of Sale and Letter
  Agreement between Platoro and Atlas Minerals Inc. dated June 10, 2000. The purchase
  price paid by Platoro to Atlas Minerals Inc. was $15,000 cash. As required by
  the Letter Agreement, we have agreed to comply with the terms thereof. Accordingly,
  we are required to allow Atlas Minerals Inc. access to the data contained in
  the Atlas Database, provided that Atlas Minerals Inc. provides reasonable notice.
  To date, Atlas Minerals Inc. has not requested access to the data. Pursuant
  to the terms of the Letter Agreement, in the event we sell any of the data to
  a third party we are required to pay Atlas Minerals Inc. 25% of the proceeds
  of the sale.

On April 8, 2003 we settled debts totaling $37,000 due to
  our President through the issuance of 148,000 shares of our common stock at
  a price of $0.25 per share.

On March 31, 2004 we issued to RAB Special Situations LP 2,150,000
  units at a price of $0.70 per unit for gross consideration of $1,505,000 as
  part of a private placement which closed on that date. Each unit consisted of
  one share of our common stock and one-half of one share purchase warrant. Each
  whole share purchase warrant entitles the holder to purchase an additional share
  of our common stock until September 30, 2005 at a price of $1.00 per share.
  The units were issued in reliance upon the exemption from registration provided
  by Regulation D.

ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K

Exhibits

|Exhibit No. | Document Description      
|----------- | --------------------------
|3.1(1)      | Articles of Incorporation 
|3.2(1)      | Bylaws                    
|4.1(1)      | Specimen Stock Certificate

41

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|Exhibit No. | Document Description                                                                                                                                                                                   
|----------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1(3)     | Agreement and Plan of Merger dated January
      17, 2003 between Quincy Resources Inc., Atlas Database Acquisition Corp.,
      Atlas Database Corp., Platoro West Incorporated and William M. Sheriff
|10.2(2)     | Silver Bow Property Agreement                                                                                                                                                                          
|10.3(4)     | Bill of Sale and Letter Agreement between
      Platoro West Incorporated and Atlas Minerals, Inc. dated June 10, 2000.                                                                                
|10.4(4)     | Agreement between Quincy Resources Inc. and Dennis Harbour
      dated March 31, 2003.                                                                                                                 
|10.5(4)     | Agreement between Quincy Resources Inc.
      and Bill Rowe dated March 31, 2003.                                                                                                                      
|10.6(4)     | Agreement between Quincy Resources Inc. and Maureen Cotman
      dated March 28, 2003.                                                                                                                 
|10.7(4)     | Agreement between Quincy Resources Inc.
      and John Cullen dated March 27, 2003.                                                                                                                    
|10.8(4)     | Agreement between Quincy Resources Inc. and James Fairbairn
      dated March 28, 2003.                                                                                                                
|10.9(4)     | Agreement between Quincy Resources Inc.
      and Denis Clement dated March 28, 2003.                                                                                                                  
|10.10(4)    | Agreement between Quincy Resources Inc. and Bob Antoniou dated
      March 28, 2003.                                                                                                                   
|10.11(4)    | Agreement between Quincy Resources Inc.
      and Mark Youngman dated March 27, 2003.                                                                                                                  
|10.12(4)    | Agreement between Quincy Resources Inc. and Philip Beaudoin
      dated March 31, 2003.                                                                                                                
|10.13(4)    | Agreement between Quincy Resources Inc.
      and Brian Bosse dated March 28, 2003.                                                                                                                    
|10.14(4)    | Agreement between Quincy Resources Inc. and Kate McVeigh dated
      March 31, 2003.                                                                                                                   
|10.15(4)    | Form of Subscription Agreement dated for
      reference September 19, 2002.                                                                                                                           
|10.16(4)    | Form of Subscription Agreement dated for reference February
      1, 2003.                                                                                                                             
|10.17(4)    | Agreement between Newmont USA Limited, d/b/a
      Newmont Mining Corporation, Quincy Resources, Inc., and Platoro West Incorporated,
      dated July 31, 2003.                                       
|10.18(5)    | Quartz Mountain Property Option Agreement.                                                                                                                                                             
|10.19(5)    | Form of Subscription Agreement dated for
      reference October 14, 2003.                                                                                                                             
|10.20(7)    | Mining Lease and Agreement between Quincy Resources, Inc.
      and Nevada Contact Inc., dated December 15, 2003.                                                                                      
|10.21(7)    | Mining Lease and Agreement between Quincy
      Resources, Inc. and Pacific Intermountain Gold Corporation dated January
      23, 2004.                                                               
|10.22(6)    | Minerals Lease, Sublease and Agreement between Quincy Resources,
      Inc. and Newmont Capital Limited dated March 1, 2004.                                                                           
|21.1(2)     | Subsidiary of Quincy Gold Corp.                                                                                                                                                                        
|31.1        | Certification of Principal Executive
      Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002                                                     
|32.1        | Certification Pursuant to 18 U.S.C.
      Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
      of 2002                                                                     
|99.1        | Code of Ethics and Business Conduct
      of Officers, Directors and Employees                                                                                                                         

(1)Incorporated by reference to same exhibit filed
  with the Company's Form 10SB Registration Statement filed September 11, 2000,
  SEC file no. 000-31501. (2)Previously filed as an exhibit to our Form SB-2 filed on May
  28, 2003, SEC file no. 333-105616. (3)Incorporated by reference to same exhibit filed with the Company's
  Form 8-K Current Report dated January 17, 2003, SEC file no. 000-31501.

42

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(4)Previously filed as an exhibit to our Form
  SB-2/A-1 filed on August 19, 2003, SEC file no. 333-105616. (5)Previously
  filed as an exhibit to our Post Effective Amendment No. 1 on Form SB-2 filed
  on December 23, 2003, SEC file no. 333-105616. (6) Incorporated by reference to same exhibit filed with the Company's
  Form 8-K Current Report dated March 15, 2004, SEC file no. 000-31501. (7)Incorporated by reference to our Post Effective Amendment No.
  2 on Form SB-2 filed on March 26, 2003, SEC file no. 333-105616.

Reports on Form 8-K

|Form 8-K | Property Acquisition and Private Placement 
        March 1, 2004. This reported on the acquisition by the Company of the
        Seven Troughs Property and the undertaking of a private placement of up
        to 4,285,714 units at a price of $0.70 per Unit for gross proceeds of
        up to $3,000,000. For details pertaining to the property acquisition and
        private placement refer to the Company's Current Report filed on Form
        8-K dated March 1, 2004 which can be viewed on the Securities and Exchange
        Commission website (SEC file no. 000-31501).
|-------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Form 8-K | Change of Name  July 7, 2004. This reported
        on the Company's change of name from "Quincy Resources Inc." to "Quincy
        Gold Corp." For details pertaining to the name change refer to the Company's
        Current Report filed on Form 8-K dated July 7, 2004 which can be viewed
        on the Securities and Exchange Commission website (SEC file no. 000-31501).                                                                                                                                                                                                          

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The Company's board of directors reviews and approves audit
  and permissible non-audit services performed by Madsen & Associates, CPA's
  Inc. ("Madsen"), as well as the fees charged by Madsen for such services. In
  its review of non-audit service fees and its appointment of Madsen as the Company's
  independent accountants, the board of directors considered whether the provision
  of such services is compatible with maintaining Madsen's independence. All of
  the services provided and fees charged by Madsen in 2004 were pre-approved by
  the board of directors.

Audit Fees

The aggregate fees billed for professional services rendered
  by Madsen for the audit of our annual financial statements and the reviews of
  the financial statements included in our quarterly reports on Form 10-QSB for
  fiscal years 2004 and 2003 were $7,000 (estimated) and $5,175, respectively.

Audit-Related Fees

There were no other fees billed by Madsen during the last
  two fiscal years for assurance and related services that were reasonably related
  to the performance of the audit or review of the Company's financial statements
  and not reported under "Audit Fees" above.

Tax Fees

No professional services were rendered by Madsen for tax compliance services
  in fiscal years 2004 and 2003.

43

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All Other Fees

There were no other fees billed by Madsen during the last
  two fiscal years for products and services provided by Madsen.

GLOSSARY OF CERTAIN TERMS

You may find the following definitions helpful in your reading of this report.

- Cash Operating Costs -- Includes all direct and indirect
      operating cash costs incurred ateach operating mine, excluding royalties
      and mine production taxes.
- Mineralized Material -- A mineralized body which has
      been delineated by appropriatelyspaced drilling and/or underground sampling
      to support a sufficient tonnage and averagegrade of metals.
- Ore -- A mixture of valuable minerals and gangue (valueless
      minerals) from which atleast one of the minerals or metals can be extracted
      at a profit.
- Orebody -- A continuous, well-defined mass of material
      of sufficient ore content to makeextraction economically feasible.
- Probable Reserves -- Reserves for which quantity and
      grade and/or quality are computedfrom information similar to that used for
      Proven reserves, but the sites for inspection,sampling and measurement are
      farther apart or are otherwise less adequately spaced. Thedegree of assurance,
      although lower than that for Proven reserves, is high enough toassume continuity
      between points of observation.
- Proven Reserves -- Reserves for which (a) quantity is
      computed from dimensionsrevealed in outcrops, trenches, workings or drill
      holes; grade and/or quality are computedfrom the results of detailed sampling,
      and (b) the sites for inspection, sampling andmeasurement are spaced so
      closely and the geologic character is so well-defined that size,shape, depth
      and mineral content of reserves are well-established.
- Reserves -- That part of a mineral deposit which could
      be economically and legallyextracted or produced at the time of the reserve
      determination.
- Sediment Hosted Disseminated Gold Deposits -- Low grade
      occurrences of gold whichare hosted by clastic sedimentary rocks generally
      consisting of sandstone, limestone,dolomite or siltstone or any combination
      thereof in any given deposit. Normally goldgrades are low (i.e.: .02 to
      .08 ounces per ton) and are usually developed by open pitmining methods.
- Total Cash Costs -- Includes all direct and indirect
      operating cash costs incurred at eachoperating mine.
- Total Production Costs -- Includes total cash costs,
      as defined, plus depreciation,depletion, amortization and reclamation accruals
      relating to each operating mine.
- Unpatented Mining Claim -- A parcel of property located
      on federal lands pursuant to theGeneral Mining Law and the requirements
      of the state in which the unpatented claim islocated, the paramount title
      of which remains with the federal government. The holder ofa valid, unpatented
      lode- mining claim is granted certain rights including the right toexplore
      and mine such claim under the General Mining Law.
- Volcanic Hosted Disseminated Hot Springs Gold Mineralized
      Material -- Materialcontaining small particles of gold, emplaced through
      ancient hot spring activity,randomly distributed throughout a large volume
      of volcanic rock, commonly rhyolitic incomposition. Similar to the sediment
      hosted disseminated gold deposits, gold grades arenormally low (i.e.: .02
      to .08 ounces per ton) and are usually developed by open pit

44

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act,
  the registrant caused this report to be signed on its behalf by the undersigned,
  thereunto duly authorized.

|                      | QUINCY GOLD CORP.
|--------------------- | -----------------
|                      |                  
|Date: August 10, 2004 | By:              
|                      |                  
|                      |                  
|                      |                  

In accordance with the Exchange Act, this report has been signed
  below by the following persons on behalf of the registrant and in the capacities
  and on the dates indicated.

|Date: August 10, 2004 | By: | /s/ Daniel Farrell                                                                                                                                      
|--------------------- | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------
|                      |     |                                                                                                                                                         
|                      |     | Daniel T. Farrell                                                                                                                                       
|                      |     | President, Principal Executive Officer, Chief Financial Officer, Secretary,
      Principal Accounting Officer, Principal Financial Officer and Director

|Date: August 10, 2004 | By: | /s/ George Cole
|--------------------- | --- | ---------------
|                      |     |                
|                      |     | George Cole    
|                      |     | Director       

|Date: August 10, 2004 | By: | /s/ John Cullen
|--------------------- | --- | ---------------
|                      |     |                
|                      |     | John Cullen    
|                      |     | Director       

45

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