UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) May 1213, ~~2004~~2005

QUINCY ENERGY CORP.

(formerly Quincy Gold Corp.)

(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction of incorporation)

000-31501
(Commission File Number)

98 0218264
(IRS Employer Identification No.)

309 Center Street, Hancock, MI 49930

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (906) 370 4695

ITEM. 14.01 ~~ENTRY~~CHANGE ~~INTO~~IN AREGISTRANT’S ~~MATERIAL~~CERTIFYING ~~DEFINITIVE AGREEMENT~~ACCOUNTANT

~~The~~On ~~Registrant~~May ~~has~~13, ~~entered~~2005, ~~into~~the aRegistrant ~~definitive~~was ~~option~~notified ~~agreement~~by ~~with~~Madsen NZ& ~~Uranium~~Associates, ~~LLC~~CPA's ~~dated~~Inc., ~~May~~its ~~12,~~independent ~~2005~~public ~~pursuant~~accountants, tothat ~~which~~they ~~the~~would ~~Registrant~~not ~~can~~be ~~earn~~pursuing upcertification toby athe ~~65%~~Canadian ~~interest~~Public inAccountability ~~the~~Board ~~Crownpoint~~and ~~property~~for ~~located~~that inreason ~~McKinley~~were ~~County,~~resigning ~~New~~as ~~Mexico~~the ~~and~~Registrant’s ~~totaling~~independent ~~approximately~~public ~~1,099~~accountants.~~24 acres.~~

AsMadsen ~~consideration~~& ~~for~~Associates' ~~the~~opinion ~~option,~~in ~~the~~their ~~Registrant~~reports ~~will~~on ~~issue to NZ Uranium LLC 3,000,000 shares of common stock and pay to NZ Uranium LLC USD $350,000. In order to exercise~~ the ~~option, the~~ Registrant's ~~will~~financial bestatements ~~required~~for tothe ~~spend~~years aended ~~total~~April ~~of USD $4~~30,~~000,000~~ on2003 ~~exploration~~ and ~~development~~2002 ofexpressed ~~the~~substantial ~~property~~doubt ~~over~~with arespect ~~four~~to ~~year~~the ~~period,~~Registrant's ~~of which USD $500~~ability,~~000~~ ~~would~~during bethose ~~a firm commitment~~periods, ~~and issue~~ to NZcontinue ~~Uranium~~as ~~LLC~~a angoing ~~additional 3,150,000 shares of common stock~~concern.

~~The~~During ~~Registrant~~the ~~has~~years ~~the~~ended ~~right~~April to30, ~~increase~~2004 ~~its~~and ~~interest~~2003 inMadsen ~~the~~& ~~property~~Associates todid ~~80%~~not ifissue itany ~~elects~~other toreport ~~fund~~on the ~~property~~financial statements of the Registrant which contained any adverse opinion or disclaimer of opinion, or was qualified or modified as to auncertainty, ~~bankable~~audit ~~feasibility~~scope ~~study~~or ~~for~~accounting principles. Furthermore, during the ~~intended~~period ~~mining~~from May 5, 1999 (date of incorporation) through April 30, 2004, and ~~processing~~the ~~operation~~subsequent interim periods preceding April 30, in2005, ~~which~~there ~~case~~were no disagreements with Madsen & Associates within the ~~Registrant~~meaning ~~would~~of beInstruction ~~required~~4 to ~~issue~~Item to304 NZof ~~Uranium~~Regulation ~~LLC~~S-B anunder ~~additional~~the ~~750,000~~Securities ~~shares~~Exchange Act of ~~common~~1934 ~~stock.~~on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements,

~~The~~if ~~agreement~~not isresolved ~~subject~~ to the ~~Registrant~~satisfaction ~~receiving~~of anMadsen ~~acceptable~~& ~~title~~Associates, ~~report~~would ~~and~~have ~~the~~caused ~~finalization~~them ofto amake ~~formal~~reference ~~operating~~in ~~agreement~~connection towith ~~govern~~their ~~the~~opinion ~~relationship~~to of the ~~parties~~subject onmatter ~~exercise~~ of the ~~options,~~disagreement asin ~~well~~connection aswith ~~the~~any ~~approval~~report ofthey ~~the~~might ~~TSX~~have ~~Venture Exchange~~issued.

On May 13, 2005, the board of directors of the Registrant resolved to engage parker simone, Chartered Accountants LLP of Mississauga, Ontario as its independent public accountants effective as at that date. The Registrant did not previously consult with parker simone regarding any matter, including but not limited to:

the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Registrant's financial statements; or

any matter that was either the subject matter of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-B and the related instructions) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-B).

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

9916.1 ~~Press release issued May 16, 2005~~.

Letter from Madsen & Associates, CPA’s Inc, dated May 17, 2005.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:

May 1617, 2005

QUINCY ENERGY CORP.

By:

/s/ James N. Fairbairn

James N. Fairbairn

Chief Financial Officer

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