ITEM 1 - BUSINESS
Quad Metals Corporation (hereinafter "the Company") was incorporated under the laws of the State of Washington on June 5, 1968 and was organized primarily for the purpose of exploring for, acquiring and developing mineral properties with a potential for production.
The registrant's initial and subsequent efforts in the acquisition and exploration of potentially viable and commercial properties were unsuccessful. Consequently, all mining claims were abandoned by December of 1990. Thus the Company conducts no operations or business, and it has no employees and has no plans for such.
ITEM 2
ITEM 2 - PROPERTIES
As of December 31, 1993, the Company had no properties.
ITEM 3
ITEM 3 - LEGAL PROCEEDINGS
The registrant has no legal actions pending against it and is not a party to any suits in any court of law.
ITEM 4
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during 1993.
PART II
ITEM 5
ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(a) Market Information
The bid prices for the Registrant's common stock for the years 1991 and 1992 are as follows:
1992 1993 ------------------------- ------------------------- High Low High Low ---------- ---------- ---------- ---------- First Quarter No Trades No Trades No Trades No Trades Second Quarter No Trades No Trades No Trades No Trades Third Quarter No Trades No Trades No Trades No Trades Fourth Quarter No Trades No Trades No Trades No Trades
(b) Approximate Number of Equity Security Holders
Title of Class Number of Shareholders of Record - -------------------------- ---------------------------------- Common stock, no par value Approximately 942
(c) Dividend Information - ---------------------
No dividends were paid by the Company in 1993.
QUAD METALS CORPORATION FORM 10-K ANNUAL REPORT DECEMBER 31, 1993
ITEM 6
ITEM 6 - SELECTED FINANCIAL DATA
The following data should be read in conjunction with the Company's financial statements and the notes thereto:
Selected Income Statement Data:
Year Ended December 31, ----------------------------------------------------------- 1989 1990 1991 1992 1993 ----------- ----------- ----------- ----------- ----------- Net Revenues $ -0- $ -0- $ -0- $ -0- $ -0- Net income (loss) $ (1,152) $(1,409,868)$ -0- $ -0- $ -0- Per share $ (Nil) $ (.04) $ Nil $ Nil $ Nil Cash dividends per share $ -0- $ -0- $ -0- $ -0- $ -0-
Selected Balance Sheet Data: Year Ended December 31, ----------------------------------------------------------- 1989 1990 1991 1992 1993 ----------- ----------- ----------- ----------- ----------- Current Assets $ 868 $ -0- $ -0- $ -0- $ -0- Current Liabilities $ -0- $ -0- $ -0- $ -0- $ -0- Working Capital $ 868 $ -0- $ -0- $ -0- $ -0- Total Assets $1,409,868 $ -0- $ -0- $ -0- $ -0- Long-term debt $ -0- $ -0- $ -0- $ -0- $ -0- Stockholders' Equity (Deficit) $ (782,956) $(2,192,824)$(2,192,824)$(2,192,824)$(2,192,824)
ITEM 7
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Company had no operating activities during 1993 (no income or expenses), and as of December 31,1993, there were no assets or liabilities.
ITEM 8
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The company's financial statements appear following Part II of this report.
ITEM 9
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
None.
QUAD METALS CORPORATION FORM 10-K ANNUAL REPORT DECEMBER 31, 1993
QUAD METALS CORPORATION
FINANCIAL STATEMENTS (UNAUDITED)
December 31, 1993 and 1992
QUAD METALS CORPORATION DECEMBER 31, 1993 AND 1992
FINANCIAL STATEMENTS (UNAUDITED)
Balance Sheets for the Years Ended December 31, 1993 and 1992 2
Statements of Operations for the Years Ended December 31, 1993 and 1992 3
Statement of Changes in Stockholders' Equity (Deficit) for the Years Ended December 31, 1993 and 1992 4
Statements of Cash Flows for the Years Ended December 31, 1993 and 1992 5
NOTES TO THE FINANCIAL STATEMENTS 6
QUAD METALS CORPORATION BALANCE SHEETS DECEMBER 31, 1993AND 1992 (UNAUDITED)
1993 1992 -------------- -------------- ASSETS
CURRENT ASSETS $ -0- $ -0- -------------- --------------
TOTAL ASSETS $ -0- $ -0- ============== ==============
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) Common stock, no par value; 40,000,000 shares authorized, 35, 474, 665 shares issued and outstanding $ 2,192,824 $ 2,192,824 Accumulated deficit (2,192,824) (2,192,824) -------------- --------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) $ -0- $ -0- ============== ==============
The accompanying notes are an integral part of these financial statements.
QUAD METALS CORPORATION STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1993 AND 1992 (UNAUDITED)
1993 1992 -------------- --------------
REVENUES $ -0- $ -0- -------------- --------------
OPERATING EXPENSES -0- -0- -------------- --------------
OPERATING INCOME -0- -0- -------------- --------------
NET INCOME $ -0- $ -0- ============== ==============
NET LOSS PER COMMON SHARE $ -0- $ -0- ============== ==============
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC 35,474,665 35,474,665 ============== ==============
The accompanying notes are an integral part of these financial statements.
QUAD METALS CORPORATION STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) FOR THE YEARS ENDED DECEMBER 31, 1993 AND 1992 (UNAUDITED)
Common Stock -------------------------- Number Accumulated of Shares Amount Deficit Total ------------ ------------ ------------ ------------ Balance, December 31, 1991 35,474,665 $ 2,192,824 $(2,192,824) $ -0-
Net loss -0- -0- ------------ ------------ ------------ ------------
Balance, December 31, 1992 35,474,665 2,192,824 (2,192,824) -0-
Net loss -0- -0- ------------ ------------ ------------ ------------
Balance, December 31, 1993 35,474,665 $ 2,192,824 $(2,192,824) $ -0- ============ ============ ============ ============
The accompanying notes are an integral part of these financial statements.
QUAD METALS CORPORATION STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1993 AND 1992 (UNAUDITED) The accompanying notes are an integral part of these financial statements Page 11 of 18
1993 1992 -------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ -0- $ -0- -------------- --------------
Net cash provided by operating activities -0- -0- -------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES: -0- -0- -------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES: -0- -0- -------------- --------------
Net decrease in cash -0- -0-
Cash, beginning of year -0- -0- -------------- --------------
Cash, end of year $ -0- $ -0- ============== ==============
The accompanying notes are an integral part of these financial statements.
QUAD METALS CORPORATION NOTES TO FINANICAL STATEMENTS (UNAUDITED) DECEMBER 31, 1993 AND 1992
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
The Company was incorporated in the State of Washington on June 5, 1968 for the primary purpose of acquiring mining claims and exploring for precious mineral deposits. As of December 31, 1990, the Company abandoned all mining claims.
Revenues and expenses are recognized under the accrual method of accounting.
Costs incurred in the acquisition, exploration and development of mining claims and permits are capitalized. These costs would be amortized on the units-of-production basis based upon the production of commercial mineral deposits. Costs incurred for abandoned or unrenewed mining claims and permits are charged to operating expenses at the time of abandonment or non-renewal.
Earnings (loss) per share are calculated using the weighted average method for outstanding shares.
The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
NOTE 2 - INCOME TAXES
There is a net operating loss carryover of $1,524,090 for the year ended December 31, 1993. The Company has not recorded a deferred tax asset for the future potential benefit of the net operating loss carryovers because it is highly unlikely that they will be utilized prior to their expiration.
QUAD METALS CORPORATION FORM 10-K ANNUAL REPORT DECEMBER 31, 1993
PART III
ITEM 10
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) Identification of Directors. ------------------------------
Name of Director Age History - --------------------------- --- ----------------------------------------- Stanley Harrison 67 Mr. Harrison has been a director and Vice E. 10900 Wolf Lodge Bay Rd President of the Registrant since October Coeur d' Alene, ID 83814 1984.
The bylaws of the Company provide that each Director serve for a period of one year or until his successor is elected and qualified.
There are no arrangements or understanding between any of the Directors or any other persons pursuant to which any Director is to be selected as a Director or nominee.
(b) Identification of Executive Officers. ----------------------------------------
Name of Executive Officers Age Title - ----------------------------- --- ---------------------- Stanley Harrison 67 Vice President
Each Officer serves in the position indicated after his name for a period of one year or until his successor is elected and qualified.
(c) Identification of Certain Significant Employees. ----------------------------------------------------
The Registrant has no significant employees.
(d) Family Relationships. ----------------------
None of the Officers or Directors is related by blood, marriage or adoption to any other of the Officers or Directors.
(e) Business Experience. ---------------------
Stanley Harrison has many years experience in mining exploration, development and production in the Coeur d' Alene Silver Belt of Northern Idaho. He owns interests in several of the smaller mining companies in that and other areas.
(f) Involvement in Certain Legal Proceedings. ---------------------------------------------
None of the Officers and Directors of the Registrant has been involved in any bankruptcy, insolvency or receivership proceedings as an individual or a member of any partnership or corporation; none has been convicted in a criminal proceeding.
QUAD METALS CORPORATION FORM 10-K ANNUAL REPORT DECEMBER 31, 1993
ITEM 11
ITEM 11 - EXECUTIVE COMPENSATION
(a) (1) Cash Compensation: -------------------
None of the Officers and Directors received any compensation for acting as such in 1993.
(a) (2) Bonuses and Deferred Compensation: -------------------------------------
There are no bonuses or deferred compensation.
(b) (1) Compensation Pursuant to Plans: ----------------------------------
There are no compensation plans. There are no pension plans, stock options, or stock appreciation rights, and none is proposed for the future.
(c) Other Compensation: --------------------
None
(d) Compensation of Directors: ----------------------------
(1) Standard Arrangements.
There are no standard arrangements for compensating Directors.
(2) Other Arrangements.
There are no other arrangements for compensating Directors.
(e) Termination of Employment and Change of Control Arrangements. --------------------------------------------------------------------
There are no compensatory plans or arrangements for compensation in the event of termination of employment, resignation, retirement etc.
QUAD METALS CORPORATION FORM 10-K ANNUAL REPORT DECEMBER 31, 1993
ITEM 12
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Security ownership of certain beneficial owners. -----------------------------------------------------
Amount & Nature of Percent Title of Class Name of Beneficial Owner Beneficial Ownership of Class - -------------- ------------------------------- -------------------- -------- Common Stock Estate of Dr. Tibor Klobusicky 9,750,000 shares of record and owned beneficially 27.48% Common Stock The Klobusicky Family Trust 2,000,000 shares of E. 3612 16th Ave. record and owned Spokane, WA 99203 beneficially 5.63 % Common Stock Klobusicky Family Partnership 1,000,000 shares of Spokane, WA 99203 record and owned beneficially 2.82% Common Stock Elizabeth Klobusicky Mailender 2,250,000 shares of Haupstrasse 58 record and owned 7401 Remmingsheim beneficially 6.34% West Germany Common Stock Iris Momber 2,250,000 shares of E. 3612 16th Avenue record and owned Spokane, WA 99203 beneficially 6.34%
Common Stock Nadine Young 2,250,000 shares of 3804 Indigo record and owned Plano, Texas 75075 beneficially 6.34%
(a) Security ownership of certain beneficial owners. -----------------------------------------------------
Amount & Nature of Percent Title of Class Name of Beneficial Owner Beneficial Ownership of Class - -------------- ------------------------------- -------------------- -------- Common Stock Stanley Harrison 10,000,000 shares of E. 10900 Wolf Lodge Bay Road record and owned Coeur d' Alene, ID 83814 beneficially 28.19%
(b) Security ownership of management. ------------------------------------ Amount & Nature of Percent Title of Class Name of Beneficial Owner Beneficial Ownership of Class - -------------- ------------------------------- -------------------- -------- Common Stock Estate of Tibor Klobusicky* 15,750,000 44.40% Common Stock Stanley Harrison 10,000,000 shares of record and owned beneficially 28.19% Total of all Officers and Directors 25,750,000 shares of record and owned beneficially 72.59%
* Includes 3,000,000 shares of held of record and owned beneficially by the Estate of Tibor Klobusicky and 12,750,000 as to which Tibor Klobusicky claims beneficial ownership through the shares held of record by the Family of Dr. Tibor Klobusicky, The Klobusicky Family Trust, and the Klobusicky Family Partnership as set forth in Item 12(a) above.
QUAD METALS CORPORATION FORM 10-K ANNUAL REPORT DECEMBER 31, 1993
ITEM 13
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) Transactions with Management and Others. --------------------------------------------
There have been no transactions or series of transactions since the beginning of the Registrant's last fiscal year, nor are there any currently proposed transactions or series of similar transactions to which the Registrant or any Director or Executive Officer of the Registrant, any security holder who is known to the Registrant to own of record or beneficially more than 5% of any class of the registrant's voting securities, or any member of the immediate family of any of the foregoing persons involving any amount. (There are no nominees for election as Director of the Registrant).
(b) Certain Business Relationships. ---------------------------------
There have been no relationships during the last fiscal year of the Registrant between the Registrant, or affiliates as described in Item 404(b) (1-6) of the Regulation S-K.
(c) Indebtedness of Management. -----------------------------
No Director or Executive Officer of the Registrant, nor any member of the immediate family of any such, nor any corporation, nor any trust or estate or any other entity is indebted in any amount to the Registrant.
(d) Transactions with Promoters. ------------------------------
Not applicable.
PART IV
ITEM 14
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statements. - --- ----------------------
Included in Part II of the report.
(b) Exhibits - --------
No additional exhibits are filed as a part of this report.
(c) Reports on Form 8-K - ----------------------
No reports on Form 8-K were filed by the Registrant during the last quarter of 1993.
QUAD METALS CORPORATION FORM 10-K ANNUAL REPORT DECEMBER 31, 1993
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Quad Metals Corporation ----------------------- (Registrant)
/S/ Robert W. O'Brien August 24, 2001 - ----------------------- ----------------- Robert W. O'Brien Date President and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant and in the capacities and as of the date indicated.
/S/ Robert W. O'Brien August 24, 2001 - ----------------------- ----------------- Robert W. O'Brien Date President and Director