-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LBxs05rbJWhoQGhiTAUHGX8ugQwHPkarvAzPfDzwkxlxECUYJXnZGNvGj+8ZBnTo 86MUwGKWwIk8U59snzd+7A== 0001180243-02-000005.txt : 20020910 0001180243-02-000005.hdr.sgml : 20020910 20020909174309 ACCESSION NUMBER: 0001180243-02-000005 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020910 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QUINCY RESOURCES INC CENTRAL INDEX KEY: 0001092619 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 980218264 STATE OF INCORPORATION: NV FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-78431 FILM NUMBER: 02759954 BUSINESS ADDRESS: STREET 1: 535 THURLOW STREET STREET 2: SUITE 801 CITY: VANCOUVER STATE: A1 ZIP: V6E 3W8 BUSINESS PHONE: 6044084564 MAIL ADDRESS: STREET 1: 535 THURLOW STREET STREET 2: SUITE 801 CITY: VANCOUVER BC STATE: A1 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FARRELL DANIEL T CENTRAL INDEX KEY: 0001181099 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 309 CENTER STREET CITY: HANCOCK STATE: MI ZIP: 49930 BUSINESS PHONE: 9033704595 MAIL ADDRESS: STREET 1: 309 CENTER STREET CITY: HANCOCK STATE: MI ZIP: 49930 SC 13D 1 scheduleaugust.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Quincy Resources Inc. - ----------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.001 Par Value - ----------------------------------------------------------------------------- (Title of Class of Securities) 748565 10 8 - ----------------------------------------------------------------------------- (CUSIP Number) Daniel T. Farrell 309 Center Street Hancock, MI 49930 (906) 370-4695 - ----------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 30, 2002 - ----------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d.-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (However, see the Notes). - ----------------------------------------------------------------------------- CUSIP No. 748565 10 8 - ----------------------------------------------------------------------------- 1) Names of Reporting Persons: Daniel T. Farrell I.R.S. Identification Nos. of Above Persons (entities only): N/A - ----------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) - ----------------------------------------------------------------------------- 3) SEC Use Only - ----------------------------------------------------------------------------- 4) Sources of Funds (See Instructions): PF - ----------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - ----------------------------------------------------------------------------- 6) Citizenship or Place of Organization: Canada - ----------------------------------------------------------------------------- Number of (7) Sole Voting Power: 4,000,000 Shares Bene- ficially (8) Shared Voting Power -0- Owned by Each Report- (9) Sole Dispositive Power: 4,000,000 ing Person With (10) Shared Dispositive Power -0- - ----------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 4,000,000 - ----------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - ----------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11): 39.9% - ----------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions): IN - ----------------------------------------------------------------------------- Item 1. Security and Issuer This statement relates to the common stock, $0.001 par value ("Common Stock") of Quincy Resources Inc. (the "Issuer"). The principal executive offices of the Issuer are presently located at 309 Center Street, Hancock, MI 49930. Item 2. Identity and Background This statement is filed by Daniel T. Farrell, businessman, whose business address is 309 Center Street, Hancock, MI 49930. During the last five (5) years, Daniel T. Farrell has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five (5) years, Daniel T. Farrell has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining final violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration On August 30, 2002 Daniel T. Farrell purchased 4,000,000 shares of the Issuer's common stock from two majority shareholders for $4,000. Item 4. Purpose of Transaction The purpose of the transaction was to grant control of the Issuer to Daniel T. Farrell . Daniel T. Farrell's 4,000,000 shares of Common Stock is part of Daniel T. Farrell's investment portfolio. Daniel T. Farrell is an officer of the Issuer, and plans to continue the Company's business of exploring for mineral properties. Daniel T. Farrell reserves the right to actively pursue various proposals which could relate to or would result in: a. The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; b. An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; c. A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; d. Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; e. Any material change in the present capitalization or dividend policy of the Issuer; f. Any other material change in the Issuer's business or corporate structure; g. Changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; h. Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter- dealer quotation system of a registered national securities association; i. A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; j. Any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer As of August 30, 2002, the aggregate number and percentage of class of securities identified pursuant to Item 1 beneficially owned by each person named in Item 2 may be found in rows 11 and 13 of the cover pages. The powers of the Reporting Person identified in the preceding paragraph has relative to the shares discussed herein may be found in rows 7 through 10 of the cover pages. No transactions in the class of securities reported on were effected by any of the persons named in this Item 5 during the past 60 days. Item 6. Contracts, Arrangements, Understandings or Relationships with respect to the Securities of the Issuer. Except as set forth elsewhere in this Schedule 13D, there are no contracts, arrangements, understandings or relationships among the Persons named in Item 2 and between such persons and any other person with respect to any securities of the Issuer, including but not limited to the transfer of voting of any securities, finder's fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits. 7(a) Share Purchase Agreement between Daniel T. Farrell and Adam Smith 7(b) Share Purchase Agreement between Daniel T. Farrell and Gordon Kruchnisky SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: September 3, 2002 /s/ Daniel T. Farrell Daniel T. Farrell EX-1 3 spaasmithfin.txt SHARE PURCHASE AGREEMENT THIS AGREEMENT is made this 16th day of August, 2002 by and between ADAM SMITH of 1302 Arbutus Street, Vancouver, British Columbia, V6J 3W8 (the "Vendor") and DAN FARRELL of 309 Center Street, Hancock, MI, 49930 USA (the "Purchaser") for the purpose of setting forth the terms and conditions upon which the Vendor will sell to the Purchaser 1,000,000 shares of the common stock (the "Shares") of Quincy Resources Inc. (the "Company") In consideration of the mutual promises, covenants, representations and warranties contained herein, THE PARTIES HERETO AGREE AS FOLLOWS: Purchase and Sale of Shares 1. Subject to the terms and conditions of this Agreement, the Vendor hereby agrees to sell, and the Purchaser hereby agrees to purchase, on the Closing Date (as defined herein), the Shares for the sum of US$1,000 (the "Purchase Price"). Representation and Warranties of the Vendor 2. The Vendor hereby represents and warrants to the Purchaser, with the understanding that the Purchaser is relying on such representations and warranties in entering into this Agreement, that: (a) the Shares are owned by the Vendor as the beneficial owner thereof with good and marketable title thereto free and clear of all mortgages, liens, charges, security interests, adverse claims, charges, encumbrances, and demands whatsoever and that none of the Shares are or will be subject to any voting trust or agreement and that no person holds or has the right to receive any proxy or similar instrument with respect to such Shares; (b) the Vendor has the legal capacity to enter into this Agreement and to sell, assign, transfer, and convey the Shares so owned by him pursuant to this Agreement and the Vendor has the exclusive right to dispose of the Shares; and (c) this Agreement has been duly executed and delivered by the Vendor, and constitutes a valid and binding obligation of the Vendor enforceable against the Vendor in accordance with its terms. Closing 3. Closing of the purchase and sale of the Shares shall be effected by the delivery by the Vendor or his counsel of a certificate or certificates representing the Shares, duly endorsed in blank for transfer with the registered holder's signature properly medallion guaranteed or with a duly executed and medallion guaranteed stock power of attorney, together with a copy of this Agreement duly executed by the Vendor, to counsel for the Purchaser and by the concurrent delivery by counsel to the Purchaser of a trust cheque made payable to the counsel for the Vendor, "In Trust" in the amount of the Purchase Price (such date being the "Closing Date"). Resignations 4. On the Closing Date the Vendor agrees to appoint the Purchaser as the sole officer of the Company and, subject to the Company filing the Notice required by Rule 14f-1 promulgated under the Securities Exchange Act of 1934, appoint the Purchaser as director of the Company and tender his resignation as director of the Company. Filings 5. As soon as practicable after the Closing Date the Vendor will file with the Securities and Exchange Commission a Form 4, Insider Report and such other documents as may be required under the Securities Exchange Act of 1934, such filings being at the sole cost and expense of the Vendor. Miscellaneous 6. Time shall be of the essence of this Agreement. This Agreement contains the whole agreement between the parties hereto and there are no warranties, representations, terms, conditions or collateral agreements expressed, implied or statutory. The parties agree to do such further acts and things as may be necessary to give effect to the foregoing. This Agreement may be signed in one or more counterparts which shall together comprise one and the same document. This Agreement may also be delivered by telecopier which delivery shall be deemed to be valid and sufficient. 7. Each party acknowledges and understands that they have the right to consult with legal counsel of their choice concerning the terms, execution and effect of this Agreement and have done so or, in their own discretion, have chosen not to seek such advice. Each party represents to the other that they have had an opportunity to review this Agreement, that they have read and understand this Agreement, and that they are fully aware of the contents of this Agreement and of its legal effect. Each party hereby represents and warrants to the other that this Agreement is executed voluntarily and without duress or undue influence on the part of or on behalf of any person, firm or corporation. 8. The Purchaser has obtained legal advice concerning this matter and requests that the Vendor obtains independent legal advice with respect to this matter before executing this Agreement. The Vendor hereby represents and warrants to the Purchaser that he has been so advised to obtain independent legal advice, and that prior to the execution of this Agreement he has so obtained independent legal advice or has, in his discretion, knowingly and willingly elected not to do so. [Remainder of page intentionally left blank.] AGREED TO AND ACCEPTED effective the date first above written. /s/ Patrick Farrell /s/ Daniel T. Farrell Signature of Witness Signature of Purchaser PATRICK FARRELL DANIEL T. FARRELL Print Name of Witness Print Name of Witness 309 Center Street 309 Center Street Print Address of Witness Print Address of Vendor Hancock, MI Hancock, MI 49930 49930 /s/ Richard Hethey /s/ Adam Smith Signature of Witness Signature of Vendor RICHARD T. HETHEY ADAM SMITH Print Name of Witness Print Name of Witness 397 Ventura Crescent 1302 Arbutus Street Print Address of Witness Print Address of Vendor North Vancouver, BC Vancouver, BC V7N 3G7 V6J 3W8 This is page 4 to the Share Purchase Agreement made as of the 16th day of August, 2002 between the above parties. EX-2 4 spagk.txt SHARE PURCHASE AGREEMENT THIS AGREEMENT is made this 16th day of August, 2002 by and between GORDON KRUSHNISKY of 1088 Ferguson Road, Delta, British Columbia, V4L 1X1 (the "Vendor") and DAN FARRELL of 309 Center Street, Hancock, MI, 49930 USA (the "Purchaser") for the purpose of setting forth the terms and conditions upon which the Vendor will sell to the Purchaser 3,000,000 shares of the common stock (the "Shares") of Quincy Resources Inc. (the "Company") In consideration of the mutual promises, covenants, representations and warranties contained herein, THE PARTIES HERETO AGREE AS FOLLOWS: Purchase and Sale of Shares 1. Subject to the terms and conditions of this Agreement, the Vendor hereby agrees to sell, and the Purchaser hereby agrees to purchase, on the Closing Date (as defined herein), the Shares for the sum of US$3,000 (the "Purchase Price"). Representation and Warranties of the Vendor 2. The Vendor hereby represents and warrants to the Purchaser, with the understanding that the Purchaser is relying on such representations and warranties in entering into this Agreement, that: (a) the Shares are owned by the Vendor as the beneficial owner thereof with good and marketable title thereto free and clear of all mortgages, liens, charges, security interests, adverse claims, charges, encumbrances, and demands whatsoever and that none of the Shares are or will be subject to any voting trust or agreement and that no person holds or has the right to receive any proxy or similar instrument with respect to such Shares; (b) the Vendor has the legal capacity to enter into this Agreement and to sell, assign, transfer, and convey the Shares so owned by him pursuant to this Agreement and the Vendor has the exclusive right to dispose of the Shares; and (c) this Agreement has been duly executed and delivered by the Vendor, and constitutes a valid and binding obligation of the Vendor enforceable against the Vendor in accordance with its terms. Closing 3. Closing of the purchase and sale of the Shares shall be effected by the delivery by the Vendor or his counsel of a certificate or certificates representing the Shares, duly endorsed in blank for transfer with the registered holder's signature properly medallion guaranteed or with a duly executed and medallion guaranteed stock power of attorney, together with a copy of this Agreement duly executed by the Vendor, to counsel for the Purchaser and by the concurrent delivery by counsel to the Purchaser of a trust cheque made payable to the counsel for the Vendor, "In Trust" in the amount of the Purchase Price (such date being the "Closing Date"). Resignations 4. On the Closing Date the Vendor agrees to appoint the Purchaser as the sole officer of the Company and, subject to the Company filing the Notice required by Rule 14f-1 promulgated under the Securities Exchange Act of 1934, appoint the Purchaser as director of the Company and tender his resignation as director of the Company. Filings 5. As soon as practicable after the Closing Date the Vendor will file with the Securities and Exchange Commission a Form 4, Insider Report and such other documents as may be required under the Securities Exchange Act of 1934, such filings being at the sole cost and expense of the Vendor. Miscellaneous 6. Time shall be of the essence of this Agreement. This Agreement contains the whole agreement between the parties hereto and there are no warranties, representations, terms, conditions or collateral agreements expressed, implied or statutory. The parties agree to do such further acts and things as may be necessary to give effect to the foregoing. This Agreement may be signed in one or more counterparts which shall together comprise one and the same document. This Agreement may also be delivered by telecopier which delivery shall be deemed to be valid and sufficient. 7. Each party acknowledges and understands that they have the right to consult with legal counsel of their choice concerning the terms, execution and effect of this Agreement and have done so or, in their own discretion, have chosen not to seek such advice. Each party represents to the other that they have had an opportunity to review this Agreement, that they have read and understand this Agreement, and that they are fully aware of the contents of this Agreement and of its legal effect. Each party hereby represents and warrants to the other that this Agreement is executed voluntarily and without duress or undue influence on the part of or on behalf of any person, firm or corporation. 8. The Purchaser has obtained legal advice concerning this matter and requests that the Vendor obtains independent legal advice with respect to this matter before executing this Agreement. The Vendor hereby represents and warrants to the Purchaser that he has been so advised to obtain independent legal advice, and that prior to the execution of this Agreement he has so obtained independent legal advice or has, in his discretion, knowingly and willingly elected not to do so. [Remainder of page intentionally left blank.] AGREED TO AND ACCEPTED effective the date first above written. /s/Patrick Farrell /s/ Daniel T. Farrell Signature of Witness Signature of Purchaser PATRICK FARRELL DANIEL T. FARRELL Print Name of Witness Print Name of Witness 309 Center Street 309 Center Street Print Address of Witness Print Address of Vendor Hancock, MI Hancock, MI 49930 49930 /s/ E.D. Thachuk /s/ Gordon Krushnisky Signature of Witness Signature of Vendor E.D. Thachuk GORDON KRUSHNISKY Print Name of Witness Print Name of Witness #34-3387 King George Hwy 1088 Ferguson Road Print Address of Witness Print Address of Vendor Surrey, BC Delta, BC V4P 1B7 V4L 1X1 This is page 4 to the Share Purchase Agreement made as of the 16th day of August, 2002 between the above parties. -----END PRIVACY-ENHANCED MESSAGE-----