UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10KSB/A
Amendment No. 2

(x) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF 1934 (FEE REQUIRED) For the fiscal year ended April 30, 2002
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from               to
Commission File number               00031501

|QUINCY RESOURCES INC.(Exact name of Company as specified in charter)                       
|-------------------------------------------------------------------------------------------
|Nevada
(State or other jurisdiction 
of incorporation or organization)                     
|309 Centre Street
Hancock MI, 499302107
(Address of principal executive offices) (Zip Code)
|9064824695
Registrants telephone number, including area code                               
|Securities registered pursuant to section 12 (b) of the Act:                               
|Title of each shareNone                                                                    
|Securities registered pursuant to Section 12 (g) of the Act:                               

Title of Class

Check whether the Issuer (1) filed all reports required to be filed by section 13 or 15 (d) of the Exchange Act during the past 12 months (or for a shorter period that the Issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.(1) Yes [X] No  [  ] (2) Yes [X] No  [  ]
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation SB is not contained in this form, and no disclosure will be contained, to the best of the Issuers knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10KSB or any amendment to this Form 10KSB. [    ]
State issuers revenues for its most recent fiscal year: $ 0
State the aggregate market value of the voting stock held by nonaffiliates of the Issuer. The aggregate market value shall be computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of a specific date within the past 60 days.
As at April 30, 2002, the aggregate market value of the voting stock held by nonaffiliates is undeterminable and is considered to be 0. 
As of April 30, 2002, the Issuer has 10,026,500 shares of common stock issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Certain exhibits required by Part III, Item 13 have been incorporated from the Issuers previously filed 10SB Registration Statement.
Transitional Small Business Disclousre Format (Check One) Yes (  ) No (X)
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TABLE OF CONTENTS

|PART I
ITEM 1
ITEM 2
ITEM 3
ITEM 4PART II
ITEM 5
ITEM 6
ITEM 7
ITEM 8PART III
ITEM 9
ITEM 10
ITEM 11
ITEM 12PART IV
ITEM 13 | DESCRIPTION OF BUSINESS
DESCRIPTION OF PROPERTY
LEGAL PROCEEDINGS
SUBMISSION OF MATTERS TO VOTE OF SECURITIES HOLDERS
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER 
MATTERS
MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF 
OPERATION
FINANCIAL STATEMENTS
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL 
PERSONS, COMPLIANCE WITH SECTION 16 (a) OF THE 
EXCHANGE ACT
EXECUTIVE COMPENSATION
SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
EXHIBITS AND REPORTS
SIGNATURES | 1
4
4
4
4
5
5
5
6
8
8
10
10
|--------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------

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PART 1

ITEM 1.  DESCRIPTION OF BUSINESS

|Claim NameQuincy #1
Quincy #2
Quincy #3 | Claim NumberP1184080
P1167077
P1167078 | Staking DateJuly 4, 2001
July 10, 2001
July 10, 2001 | Expiry DateJuly 4, 2003
July 10, 2003
July 10, 2003
|--------------------------------------- | -------------------------------------- | ---------------------------------------------------- | ---------------------------------------------------

The claims comprising the Quincy Property were allowed to lapse in July of 2003.
The Quincy Property lies approximately 28 miles due south of Timmins, Ontario.

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An all weather, two lane gravel road accesses the Property and traverses the western four claim units in a north south fashion. An older winter road trending north to northeast through the central portion of the Property is heavily overgrown (along with shorter old drill roads) and difficult to impossible to follow on the ground. Climate, Local Resources And PhysiographyThe climate of the region is similar to that for the nearby City of Timmins and can be characterized by long cold winters and short warm to hot summers. Five months of the year have an average daily temperature below 32°
F while for two months the average daily mean temperatures are above 59°
F. 
The total annual precipitation for the region is 3.5 inches of which the average rainfall is 2.3 inches with the balance accounted for as snowfall precipitation that averages 1.4 inches. 
Other than the existing roads that have been noted there is no other infrastructure on the Property. The nearest source of electricity is the Ontario Hydro transmission line linking Timmins and Subury, and occurs 1.6 miles east of the Property. 
There are no known impediments to mineral exploration or exploitation. History
The Quincy Property has never produced mineralized material.
English Township and area have been prospected for gold and iron since the 1920s with the first discovery of gold made during the 1930s. During the late 1940s and 1950s, with the advent of airborne geophysical techniques and increased use of ground geophysics, the search emphasis was redirected towards asbestos deposits and nickel sulfide deposits. Regional Geology
English Township and surrounding area lie in the westcentral portion of the Abitibi Subprovince of the Superior Province. All rocks within English Township and environs have been regionally deformed and generally exhibit greenschist metamorphism. 
There are no known reserves on the Quincy Property and any proposed program by us is exploratory in nature.  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 Quincy Property until further exploration is done and a comprehensive evaluation concludes economic and legal feasibility.Exploration FacilitiesWe 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.

2

<Page>Other Mineral PropertiesWe have not found any other mineral properties either for staking or purchasing but will seek other mineral properties during the next year so to diversify our holdings. Any staking and/or purchasing of mineral properties may involve the issuance of substantial blocks of our shares. We have no intentions of purchasing for cash or other considerations any mineral properties from our officers and/or directors. Employees
As at April 30, 2002, we did not have any employees either part time or full time. Adam Smith, our President and director devoted approximately 10% of his time to our development and operations and Gordon Krushnisky, our Secretary, Treasurer and director devoted approximately 5%of his time to our development and operations. 
We are not party to any employment contracts or collective bargaining agreements. Our management is of the view that North America has 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 parttime basis. CompetitionIn the United States and Canada there are numerous mining and exploration companies, both big and small. 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 wellknown 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 development 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 ConcernsWe 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 development of our properties.

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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 development 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; ongoing 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 to not proceed with exploration, development, or mining operations on any of our mineral properties.
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.ITEM 2. DESCRIPTION OF PROPERTYOur corporate and operational offices are located at 1302 Arbutus Street, Vancouver, British Columbia, Canada V6J 3W8. At the present time, these offices are provided to us by our President without charge. The cost of the donated offices is incorporated in the $500 per month of services donated by our President. 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 mineral property discussed under the heading "Description of Business" we do not have any material assets and, as such, we do not own any real or personal property.ITEM 3. LEGAL PROCEEDINGSThere are no legal proceedings to which the Company is a party or to which its property is subject, nor to the best of managements knowledge are any material legal proceedings contemplated. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERSNo matters were submitted to a vote of shareholders of the Company during the fiscal year ended April 30, 2002.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERSDuring the past year there has been no established trading market for the Companys common stock. Since its inception, the Company has not paid any dividends on its common stock, and the Company does not anticipate that

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it will pay dividends in the foreseeable future. As at April 30, 2002 the Company had 37 shareholders; two of these shareholders are officers and directors of the Company.
There are no securities authorized for issuance under equity compensation plans.ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Overview

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PART 111

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

|NameAdam Smith
Gordon Krushnisky | Age41
36 | Position HeldPresident and Director
Secretary, Treasurer and Director | Term as Director Since1999
1999
|-------------------------------- | -------- | --------------------------------------------------------------------- | -------------------------------

The director of the Company serves for a term of one year and until his successor is elected at the Companys Annual Shareholders Meeting and is qualified, subject to removal by the Companys shareholders.  Each officer serves, at the pleasure of the Board of Directors, for a term of one year and until his successor is elected at the meeting of the Board of Directors and is qualified.
Set forth below is certain biographical information regarding each of the Companys executive officers and the director.
ADAM SMITH, 41, was educated at the University of British Columbia where he obtained a Bachelor of Arts degree in Philosophy before undertaking the Canadian Securities Course. Mr. Smith became employed with Georgia Pacific Securities Ltd., a local firm of stockbrokers, where he administered various retail accounts. He left the brokerage house and became an analyst for Groom Capital Advisory Inc. until 1996 when he became a self employed financial consultant. His public company experience comprises of Palladium Resources Inc., an Alberta Stock Exchange listed public company, where he was the president. During this same period of time he was a director of two Vancouver Stock Exchange public companies; Novadex International Inc. and Pacific Falcon Resources Ltd. His experience with OTC Bulletin Board companies comprised of being President and Director of Goldking Resources Inc. He is no longer a director or officer of Goldking Resources Inc.
GORDON KRUSHNISKY, 36, upon graduation from high school undertook various courses in computer system technology from Vancouver Vocational Institute. After graduation in 1984 he became partners with his brother in International Laser Games, a private British Columbia incorporated company. His responsibilities included equipment upgrading and maintenance. In 1997 he became a computer analyst for London Drug Stores Ltd. and now has been promoted to Assistant Manager  Computer Departments. 
To the knowledge of management, during the past five years, no present or former director, executive officer or person nominated to become a director or an executive officer of the Company:
(1) filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by the court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filings;
(2) was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
(3) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting, the following activities:

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(i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliate person, director or employee of any investment company, or engaging in or continuing any conduct or practice in connection with such activity;
(ii) engaging in any type of business practice; or
(iii) engaging in any activities in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws;
(4) was the subject of any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activities;
(5) was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law, and the judgment in such civil action or finding by the Securities and Exchange Commission has not been subsequently reversed, suspended, or vacated.
(6) was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.COMPLIANCE WITH SECTION 16 (A) OF THE EXCHANGE ACTOther than those disclosed below the Company knows of no director, officer, beneficial owner of more than ten percent of any class of equity securities of the Company registered pursuant to Section 12 ("Reporting Person") that failed to file any reports required to be furnished pursuant to Section 16(a). 
The following table sets forth as at April 30, 2002, the name and position of each Reporting Person that failed to file on a timely basis any reports required pursuant to Section 16 (a) during the most recent fiscal year.

|Class of Securities                    | Name                                      | Position                                                       | Report 
to be filed           | Number of late reports/transactions
|-------------------------------------- | ----------------------------------------- | -------------------------------------------------------------- | ----------------------------- | -----------------------------------
|Common Stock
Common Stock
Common Stock | Adam Smith
Gordon Krushnisky
Roger Miller | President & Director
Secretary, Treasurer 
& Director
Director | Form 3, 4
Form 3, 4
Form 3, 4 | 2
2
2                              

7

<Page>ITEM 10. EXECUTIVE COMPENSATION
Cash Compensation

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|Name and Address ofBeneficial Owner                                                                                                                            | Nature ofOwnership (1) | Nature ofBeneficialOwnership  | Percent of Class   
|-------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------- | ----------------------------- | -------------------
|Adam Smith
1327 Laburnum Street
Vancouver, BC V6J 2W4
Gordon Krushnisky
1088 Ferguson Road
Delta, BC V4L 1X1
All Officers and Directors as a group (2 persons) | Direct
Direct
Direct   | 1,000,000
3,000,000
4,000,000 | 9.97%
29.92%
39.89%

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

|Name and Address ofBeneficial Owner                                                                                                                                                                                                                                                                                                                 | Nature ofOwnership (1)                    | Nature ofBeneficialOwnership                        | Percent of Class                    
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------- | --------------------------------------------------- | ------------------------------------
|Adam Smith
1327 Laburnum Street
Vancouver, BC V6J 2W4
Gordon Krushnisky
1088 Ferguson Road
Delta, BC V4L 1X1
Ken Radomsky
840  15355  24th Ave
White Rock, BC V4A 2H9
Michael Dacunaha
PO 93079  Willow Brook Shop
Langley, BC V3A 9H2
Marion Sept
19188  84th Avenue
Surrey, BC V4N 3G5
Anita Wolfe
4363 Woodcrest Road
West Vancouver, BC V7S 2W1 | Direct
Direct
Direct
Direct
Direct
Direct | 1,000,000
3,000,000
550,000
545,000
540,000
535,000 | 9.97%
29.92%
5.49%
5.44%
5.38%
5.33%

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|Klaus van Eyk
68 5850, 177B Street
Surrey, BC V3S 4J6
Charlene Abrahams
9428 203rdSurrey, BC V3S 4J6 | Direct
Direct | 530,000
525,000 | 5.28%
5.23%
|---------------------------------------------------------------------------------------------------- | ------------- | --------------- | -----------

(1) All shares owned directly are owned beneficially and of record, and such shareholder has sole voting, investment and dispositive power, unless otherwise noted.
(2) As of April 30, 2002 there were 10,026,500 common shares outstanding. ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions With Management And OthersExcept as indicated below, there were no material transactions, or series of similar transactions, since inception of the Company and during its current fiscal period, or any currently proposed transactions, or series of similar transactions, to which the Company was or is to be a party, in which the amount involved exceeds $60,000, and in which any director or executive officer, or any security holder who is known by the Company to own of record or beneficially more than 5% of any class of the Companys common stock, or any member of the immediate family of any of the foregoing persons, has an interest.Indebtedness Of Management

PART IV

ITEM 13. EXHIBITS AND REPORTS
(a) (1)    Financial Statements.

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|Title of DocumentReport of Andersen, Andersen & Strong, Certified Public Accountants
Balance Sheet as at April 30, 2002
Statement of Operations for the year ended April 30, 2002 and 2001
     And for the period from May 5, 1999 (Date of
     Inception) to April 30, 2002
Statement of Changes in Stockholders Equity for the period from May 5, 1999 (Date of Inception to April 30, 2002
Statement of Cash Flows for the year ended April 30, 2002 and 2001
     And for the period from May 5, 1999 (Date of
     Inception) to April 30, 2002
Notes to Financial Statements | PageF1
F2
F3
F4
F5
F6
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------

(a) (2)  FINANCIAL STATEMENT SCHEDULES

|Exhibit No.
3.1*
3.2*
4.1* | Document DescriptionArticles of Incorporation
Bylaws
Specimen Stock Certificate
|-------------------------- | -------------------------------------------------------------------------------

* Incorporated by reference to same exhibit filed with the Companys Form 10SB Registration Statement filed September 11, 2000, SEC file no. 00031501.

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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 RESOURCES INC.By /s/ "Daniel T. Farrell"
Daniel T. Farrell
President, Chief Financial Officer, Secretary
Date: August 19, 2003
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.
By /s/ "Daniel T. Farrell"
Daniel T. Farrell
President, Chief Financial Officer, Secretary and Director
Date: August 19, 2003
By /s/ "Thomas Skimming"
Thomas Skimming
Director
Date: August 19, 2003
By /s/ "John Cullen"
John Cullen
Director
Date: August 19, 2003
Supplemental information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Exchange Act By Non reporting Issuers
The registrant has not prepared nor has it distributed an annual report or proxy material to security holders during the fiscal year 2002.

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|ANDERSEN ANDERSEN & STRONG, L.C.
CERTIFIED PUBLIC ACCOUNTANTS AND BUSINESS CONSULTANTS BOARD
Member SEC Practice Section of the AICPA | 941 East 3300 South, Suite 220
Salt Lake City, Utah, 84106
Telephone 8014860096
Fax 8014860098
|------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------

Board of Directors
Quincy Resources Inc.
Vancouver B. C. Canada
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have audited the accompanying balance sheet of Quincy Resources, Inc. (exploration stage company) at April 30, 2002, and the related statement of operations, stockholders equity, and cash flows for the years ended April 30, 2002 and 2001 and the period May 5, 1999 (date of inception) to April 30, 2002. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standard generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall balance sheet presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Quincy Resources Inc. at April 30, 2002, and the results of operations, stockholders equity, and cash flows for the years ended April 30, 2002 and 2001 and the period May 5, 1999 (date of inception) to April 30, 2002, in conformity with accounting principles generally accepted in United States of America. 
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company will need additional working capital to service its debt and for its planned activity, which raises substantial doubt about its ability to continue as a going concern.
Managements plans in regard to these matters are described in Note 5. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Salt Lake City, Utah
July 10, 2002               
/s/ "Andersen Andersen & Strong"

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

|ASSETS
CURRENT ASSETS
Cash
Total Current Assets                                                                                                                                                                                             | $41
$41                       
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------
|LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES
Account payable  related party
Accounts payable
Total Current Liabilities                                                                                                           | 6,01613,80119,817             
|STOCKHOLDERS EQUITY
Common Stock
200,000,000 shares authorized, at $0.001 par
value; 10,026,500 shares issued and outstanding
Capital in excess of par value
Deficit accumulated during the exploration stage
Total stockholders deficiency | 10,027
35,023(64,826)
(19,776)
|                                                                                                                                                                                                                                            | $41                           



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

|                           | Apr 30, 
2002 | Apr 30, 
2001 | May 5, 1999 to 
Apr 30, 2002
|-------------------------- | ------------- | ------------- | ----------------------------
|REVENUES                   | $             | $             | $                           
|EXPENSES                   | 22,906        | 17,862        | 64,826                      
|NET LOSS                   | $(22,906)     | $(17,862)     | $(64,826)                   
|NET LOSS PER COMMON SHARE  |               |              
|Basic                      | $             | $             |                             
|AVERAGE OUTSTANDING SHARES |               |              
|Basic                      | 10,026,500    | 10,026,500    |                             





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

|                                                                                                                                                                                                                                                                                                                                                                                                              | Common
Shares              | Stock 
Amount         | Capital In Excess of Par Value | Accumulated Deficit
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | --------------------- | ------------------------------ | -------------------
|BALANCE MAY 5, 1999
(date of inception)                                                                                                                                                                                                                                                                                                                                                                       |                            | $                     | $                              | $                  
|Issuance of common stock for cash at $0.001  June 17, 1999
Issuance of common stock for cash at $0.001  July 26, 1999
Issuance of common stock for cash at $0.10  August 15, 1999 
Capital contributions  expenses related parties
Net operating loss for the period from May 5, 1999 to April 30, 2000
Capital contributions  expenses  related parties
Net operating loss for the year ended April 30, 2001 | 4,000,000
6,000,000
26,500 | 4,000
6,000
27
10,800 | 2,623
10,800                   | (24,058)
(17,862)  
|BALANCE APRIL 30, 2001                                                                                                                                                                                                                                                                                                                                                                                        | 10,026,500                 | 10,027                | 24,223                         | (41,920)           
|Capital contributions  expenses  related parties
Net operating loss for the year ended April 30, 2002                                                                                                                                                                                                                                                                                                         |                            |                       | 10,800                         | (22,906)           
|BALANCE APRIL 30, 2002                                                                                                                                                                                                                                                                                                                                                                                        | 10,026,500                 | $10,027               | $35,023                        | $(64,826)          





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QUINCY RESOURCES INC.

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | April 30, 2002                         | April 30,
2001                                | May 5, 1999 to
April 30, 2002                         
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------- | --------------------------------------------- | ------------------------------------------------------
|CASH FLOWS FROM 
OPERATING ACTIVITIES
Net Loss
Adjustments to reconcile net loss to net cash 
provided by operating activities:
Change in accounts payable
Capital contribution  expenses  
related parties
Net Change in Cash From Operations
CASH FLOWS FROM 
INVESTING ACTIVITIES
CASH FLOWS FROM 
FINANCING ACTIVITIES
Proceeds from issuance of common stock
Net Change in Cash
Cash at Beginning of Period
Cash at end of period
SCHEDULE OF NONCASH OPERATING
ACTIVITIES
Capital Contributions  expenses  
related parties | $(22,906)
12,14710,800
4141$41
$10,800 | $(17,862)
6,49510,800
(567)(567)567
$
$10,800 | $(64,826)
19,81732,400
(12,609)
12,6504141
$41
$32,400

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



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QUINCY RESOURCES, INC.

1.  ORGANIZATION
The Company was incorporated under the laws of the State of Nevada on May 5, 1999 with authorized common stock of 200,000,000 shares at $0.001 par value. 
The Company was organized for the purpose of acquiring and developing mineral properties.
Since its inception the Company has completed Regulation D offerings of 10,026,500 shares of its capital stock for cash. 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
The Company recognizes income and expenses based on the accrual method of accounting.
Dividend Policy
The Company has not yet adopted a policy regarding payment of dividends.
Income Taxes
On April 30, 2002 the Company had a net operating loss carry forward of $64,826. The tax benefit of $19,448 from the loss carry forward has been fully offset by a valuation reserve because the use of the future tax benefit is doubtful since the Company has no operations. The net operating loss expires in 2022.
Basic and Diluted Net Income (Loss) Per Share
Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding.
Capitalization of Mineral Claim Costs
Cost of acquisition, exploration, carrying and retaining unproven properties are expensed as incurred. Costs incurred in proving and developing a property ready for production are capitalized and amortized over the life of the mineral deposit or over a shorter period if the property is shown to have an impairment in value. Expenditures for mining equipment are capitalized and depreciated over their useful life.
Environmental Requirements
At the report date environmental requirements related to the mineral leases acquired are unknown and therefore any estimate of any future cost cannot be made.

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

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  CONTINUED
Financial Instruments
The carrying amounts of financial instruments, including cash and accounts payable, are considered by management to be their estimated fair values. 
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.
Comprehensive Income
The Company adopted Statement of Financial Accounting Standards No. 130. The adoption of this standard had no impact on the total stockholders equity.
Recent Accounting Pronouncements
The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.
3. ACQUISITION OF MINERAL LEASE
The Company acquired and staked an undeveloped mineral claim containing 16 units covering 256 hectares located in the Ferrier Creek area of the English Township in the Porcupine mining Division of Ontario, Canada approximately 50 kilometres south of the mining community of Timmins. The claims have not been proven to have a commercially mineable ore reserve and therefore all costs of exploration

and retaining the properties have been expensed.
The claims are in good standing until July 10, 2003.

4. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES
Officerdirectors have acquired 40% of the common stock issued and have made contributions to capital by the payment of Company expenses of $32,400.
An officer has made advances of $6,016 to the Company which is shown in the accounts payable.

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

5. GOING CONCERN
The Company will need additional working capital to service its debt and to be successful in its efforts to develop the mineral lease acquired.
Continuation of the Company as a going concern is dependent upon obtaining additional working capital and the management of the Company has developed a strategy, which it believes will accomplish this objective through contributions from officers, additional equity funding, and long term financing, which will enable the Company to operate in the coming year.

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|ANDERSEN ANDERSEN & STRONG, L.C.
CERTIFIED PUBLIC ACCOUNTANTS AND BUSINESS CONSULTANTS BOARD
Member SEC Practice Section of the AICPA | 941 East 3300 South, Suite 220
Salt Lake City, Utah, 84106
Telephone 8014860096
Fax 8014860098
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