UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE QUARTER ENDED
MARCH 31, 2002
Commission File Number 000-30644
LEOPARD CAPITAL, INC.
(Exact name of registrant as specified in its charter)
Nevada, USA | 98-0348086 |
(State or other Jurisdiction | (IRS Employer Identification No.) |
of Incorporation or Organization) | |
1574 Gulf Road #1505, Point Roberts, WA 98281
(Address of principal executive offices
(604) 879-9001
(Registrant's telephone number)
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes /x/ No / /
As of March 31, 2002, there were 5,495,826 shares of voting common stock, $.001 par value, of Leopard Capital, Inc. issued and outstanding.
Transitional Small Business Disclosure Format (check one): Yes / / No /x/
Table of Contents
PART I
Item 1. Financial Statements
Item 2. Management's Discussion and Analysis or Plan of Operation
PART II
Item 1. Legal Proceedings
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signatures
PART I
Item 1. Financial Statements
|
|
|
LEOPARD CAPITAL, INC. |
FINANCIAL STATEMENTS |
MARCH 31, 2002 |
(Unaudited) |
|
| |
Balance Sheets As Of March 31, 2002 And December 31, 2001 | F-1 |
| |
Statements Of Operations For The Three Months Ended March 31, 2002 | |
| And 2001 And From Inception Through March 31, 2002 | F-2 |
| |
Statement Of Shareholders' Deficit From Inception Through March 31, 2002 | F-3 to F-5 |
| |
Statements Of Cash Flows For The Three Months Ended March 31, 2002 | |
| And 2001 And From Inception Through March 31, 2002 | F-6 |
| |
Condensed Notes To March 31, 2002 Financial Statements | F-7 |
|
|
F-1 |
LEOPARD CAPITAL, INC. |
(A Development Stage Company) |
BALANCE SHEETS MARCH 31, 2002 AND DECEMBER 31, 2001 |
(Unaudited) |
|
|
Mar. 31, 2002 | Dec. 31, 2001 | | (Unaudited) | |
| | |
ASSETS | $0 | $0 |
| | |
LIABILITIES AND SHAREHOLDERS' DEFICIT | | |
LIABILITIES | | |
CURRENT | | |
Advances payable to former subsidiary | $0 | $0 |
LONG TERM | | |
Advances from shareholders | 0 | 0 |
Total liabilities | 0 | 0 |
SHAREHOLDERS' DEFICIT | | |
Share capital (Note 2) | 1,280,579 | 1,280,579 |
Deficit accumulated during the development stage | (1,280,579) | (1,280,579) |
Total shareholders' deficit | 0 | 0 |
Total liabilities and shareholders' deficit | $0 | $0 |
|
(See accompanying notes) |
F-2 |
LEOPARD CAPITAL, INC. |
(A Development Stage Company) |
STATEMENTS OF OPERATIONS |
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001 |
AND FROM INCEPTION ON JUNE 18, 1990 THROUGH MARCH 31, 2002 |
(Unaudited) |
|
| | | For The | | For The |
|
Cumulative | | Three Months | | Three Months | |
Total Since | | Ended | | Ended | |
Inception | | Mar. 31, 2002 | | Mar. 31, 2001 | | (Unaudited) | |
(Unaudited) | | (Unaudited) | | | | | | |
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT |
Exploration and development | $19,885 | | $0 | | $0 |
Write off of investment in joint venture | 60,463 | | 0 | | 0 |
Write off of development and property costs | 442,529 | | 0 | | 0 |
Total exploration and development expenses | 522,877 | | 0 | | 0 |
MARKETING EXPENSES | | | | | |
Advertising | 2,637 | | 0 | | 0 |
Courier and postage | 7,383 | | 0 | | 0 |
Meetings | 1,357 | | 0 | | 0 |
Printing | 19,056 | | 0 | | 0 |
Promotion and entertainment | 16,454 | | 0 | | 0 |
Services | 58,525 | | 0 | | 0 |
Telephone and fax | 22,438 | | 0 | | 0 |
Travel | 41,305 | | 0 | | 0 |
Total marketing expenses | 169,155 | | 0 | | 0 |
ADMINISTRATIVE EXPENSES | | | | | |
Accounting and audit fees | 45,431 | | 0 | | 0 |
Automobile | 2,689 | | 0 | | 0 |
Bank charges and interest | 2,185 | | 0 | | 0 |
Computer servicing | 9,830 | | 0 | | 0 |
Incorporation expenses written off | 6,794 | | 0 | | 0 |
Insurance | 836 | | 0 | | 0 |
Interest on long term debt | 11,991 | | 0 | | 0 |
Legal | 145,525 | | 0 | | 0 |
Management and consulting fees | 160,906 | | 0 | | 6,000 |
Meals and entertainment | 28 | | 0 | | 0 |
Office supplies and service | 69,420 | | 0 | | 627 |
Rent | 9,021 | | 0 | | 0 |
SEC filing fees | 10,981 | | 0 | | 0 |
Telephone and fax | 7,036 | | 0 | | 0 |
Transfer agent fees | 4,231 | | 0 | | 0 |
Travel | 33,990 | | 0 | | 0 |
U.S. financial services | 28,339 | | 0 | | 0 |
Wages and benefits | 25,930 | | 0 | | 0 |
Total administrative expenses | 575,163 | | 0 | | 6,627 |
LOSS BEFORE OTHER INCOME (LOSS) | (1,267,195) | | 0 | | (6,627) |
OTHER INCOME (LOSS) | | | | | |
Interest income | 798 | | 0 | | 0 |
Loss on disposal of capital assets | (11,923) | | 0 | | 0 |
Loss on cash settlements of accounts payable | (2,259) | | 0 | | 0 |
NET LOSS | ($1,280,579) | | 0 | | ($6,627) |
|
(See accompanying notes) |
F-3 |
LEOPARD CAPITAL, INC. |
(A Development Stage Company) |
STATEMENT OF SHAREHOLDERS' DEFICIT |
FROM INCEPTION ON JUNE 18, 1990 THROUGH MARCH 31, 2002 |
(Unaudited) |
|
| | | | |
Deficit | | | | | |
Accumulated | | | Common Stock | Additional |
During The | |
Per | | | Paid-up | Development | Voting Common Stock |
Share | Shares | Par Value | Capital | Stage | Issuance of stock to officers, directors and | | | | | |
other individuals, for an amount equal to | | | | | |
part of the organization costs, | | | | | |
on April 10, 1991 | $0.1000 | 30,000 | $300 | $2,700 | |
Reorganization of capital reducing the par | | | | | |
value from $.01 / share to $.001 / share | | | (270) | 270 | |
Net loss, year ended December 31, 1994 | | | | | |
Balance, December 31, 1992, 1993 & 1994 | | 30,000 | 30 | 2,970 | |
Issuance of stock to investment banker, | | | | | |
controlled by a director for services | | | | | |
rendered and valued at the billed amount | | | | | |
for the services | 0.5000 | 12,000 | 12 | 5,988 | |
Issuance of common stock to public for cash | 0.5000 | 8,000 | 8 | 3,992 | |
Net loss, year ended December 31, 1995 | | | | | |
Balance, December 31, 1995 | | 50,000 | 50 | 12,950 | |
Issuance of common stock pursuant to stock | | | | | |
options of which 1,220 shares were issued | | | | | |
to an affiliate of the issuer for cash | 0.0100 | 50,000 | 50 | 450 | |
Balance prior to stock split | | 100,000 | 100 | 13,400 | |
Stock split effective April, 1996 | | 300,000 | 300 | (300) | |
Balance after stock split | | 400,000 | 400 | 13,100 | |
Stock issued for acquisition of Dakota | | | | | |
Mining & Exploration, Ltd. ("Dakota") | | | | | |
valued at the net book value of Dakota | | | | | |
at the date of acquisition | 0.0069 | 10,000,000 | 10,000 | 59,488 | |
Recognition of deficit accumulated during | | | | | |
the development stage by Dakota up to | | | | | |
the date of acquisition | | | | 78,064 | ($78,064) |
Issue of shares to H J S Financial Services, | | | | | |
Inc. for services rendered valued at the | | | | | |
market value of the shares when issued | 1.2815 | 24,000 | 24 | 30,732 | |
Issuance of common stock to repay | | | | | |
advances to Canadian Northern Lites, Inc. | | | | | |
made by former directors and valued at the | | | | | |
net book value of those advances which | | | | | |
was less than the market value of the shares | 0.1502 | 4,000,000 | 4,000 | 596,822 | |
Net loss, year ended December 31, 1996 | | | | | (460,106) |
Balance at December 31, 1996 | | 14,424,000 | $14,424 | $778,206 | ($538,170) |
| | | | | |
(See accompanying notes) |
F-4 |
LEOPARD CAPITAL, INC. |
(A Development Stage Company) |
STATEMENT OF SHAREHOLDERS' DEFICIT |
FROM INCEPTION ON JUNE 18, 1990 THROUGH MARCH 31, 2002 |
(Unaudited) |
|
| | | | |
Deficit | | | | | |
Accumulated | | |
Common Stock | Additional | During The | |
Per | | | Paid-up | Development | Voting Common Stock (Continued) |
Share | Shares | Par Value | Capital | Stage | Balance at December 31, 1996 | | 14,424,000 | $14,424 | $778,206 | ($538,170) |
Issuance of common stock for services to | | | | | |
former legal counsel valued at the billed | | | | | |
value for the services rendered | $0.1745 | 570,000 | 570 | 98,911 | |
Fair value of donated accounting services | | | | | |
provided by a former director | | | | 2,000 | |
Net loss, year ended December 31, 1997 | | | | | (521,159) |
Balance at December 31, 1997 | | 14,994,000 | 14,994 | 879,117 | (1,059,329) |
Issuance of common stock to former directors | | | | | |
to repay amounts advanced by them to | | | | | |
the Company and the shares are valued at | | | | | |
the value of the amount owing to them |
0.1249 | 667,000 | 667 | 82,672 | | Issuance of common stock to an arm's | | | | | |
length supplier to repay the amount owing | | | | | |
and shares valued at the fair value of | | | | | |
the shares issued | 0.0598 | 50,000 | 50 | 2,942 | |
Issuance of common stock to a company | | | | | |
controlled by a current director to repay an | | | | | |
amount owing and valued at the market | | | | | |
value of the shares issued | 0.0100 | 1,500,000 | 1,500 | 13,500 | |
Net loss, year ended December 31, 1998 | | | | | (118,524) |
Balance at December 31, 1998 | | 17,211,000 | 17,211 | 978,231 | (1,177,853) |
Net loss, year ended December 31, 1999 | | | | | (58,216) |
Balance at December 31, 1999 | | 17,211,000 | 17,211 | 978,231 | (1,236,069) |
Cancellation of shares in consideration for | | | | | |
the release by the Company of its 20% | | | | | |
joint venture interest | 0.0000 | (2,080,000) | (2,080) | 2,079 | |
Issuance of common stock to a company | | | | | |
controlled by a current director to repay an | | | | | |
amount owing and valued at the market | | | | | |
value of the shares issued | 0.0050 | 4,000,000 | 4,000 | 16,000 | |
Balance prior to reverse stock split | | 19,131,000 | 19,131 | 996,310 | |
Reverse stock split effective December 1, 2000 | | (18,365,760) | (18,366) | 18,366 | |
Balance after reverse stock split | | 765,240 | 765 | 1,014,676 | |
Cost amount of shares of subsidiary | | | | | |
that were distributed to the shareholders | | | | (1) | |
Reversal of prior year management fees | | | | | |
charged by a related party | | | | 36,995 | |
Recognition of the loss in net assets | | | | | |
created by the spin-off of the former | | | | | |
subsidiary | | | | (657) | |
Net loss, year ended December 31, 2000 | | | | | (23,587) |
Balance of voting common stock as at | | | | | |
December 31, 2000 | | 765,240 | $765 | $1,051,013 | ($1,259,656) |
| | | | | |
(See accompanying notes) |
F-5 |
LEOPARD CAPITAL, INC. |
(A Development Stage Company) |
STATEMENT OF SHAREHOLDERS' DEFICIT |
FROM INCEPTION ON JUNE 18, 1990 THROUGH MARCH 31, 2002 |
(Unaudited) |
|
| | | | |
Deficit | | | | | |
Accumulated | | | Common Stock | Additional |
During The | |
Per | | | Paid-up | Development | Voting Common Stock (Continued) |
Share | Shares | Par Value | Capital | Stage | Balance at December 31, 2000 | | 765,240 | $765 | $1,051,013 |
($1,259,656) | Conversion of non-voting common stock to | | | | | |
voting common stock | | 1,600,000 | $1,600 | 101,978 | |
Issuance of common stock to a company | | | | | |
controlled by a current director to repay an | | | | | |
amount owing and valued at the amount | | | | | |
of the debt repaid | $0.0400 | 3,000,000 | 3,000 | 117,000 | |
Issuance of common stock to a company | | | | | |
controlled by a current director to repay an | | | | | |
amount owing and valued at the amount | | | | | |
of the debt repaid | 0.0400 | 114,337 | 114 | 4,459 | |
Issuance of common stock to a company | | | | | |
controlled by a current director to repay an | | | | | |
amount owing and valued at the amount | | | | | |
of the debt repaid | 0.0400 | 16,249 | 16 | 634 | |
Net loss, year ended December 31, 2001 | | | | | (20, 923) |
Balance, December 31, 2001 | | 5,495,826 | $5,495 | $1,275,084 | ($1,280,579) |
Net loss, three months ended March 31, 2002 | | | | | 0 |
Balance, March 31, 2002 | | 5,495,826 | $5,495 | $1,275,084 | ($1,280,579) |
| | | | | |
Non-voting Common Stock | | | | | |
Issuance of non-voting common stock | | | | | |
to the president and companies controlled | | | | | |
by him to reduce debts owing by the | | | | | |
Company and its subsidiary to those | | | | | |
parties | $0.0025 | 40,000,000 | $40,000 | $60,000 | |
Reverse stock split effective December 1, 2000 | | (38,400,000) | (38,400) | 38,400 | |
Balance after reverse stock split | | 1,600,000 | 1,600 | 98,400 | |
Reversal of prior year management fees | | | | | |
charged by a related party | | | | 3,643 | |
Recognition of the loss in net assets | | | | | |
created by the spin-off of the former | | | | | |
subsidiary | | | | (65) | |
Balance of non-voting common stock as at | | | | | |
December 31, 2000 | | 1,600,000 | 1,600 | 101,978 | |
Conversion of non-voting common stock to | | | | | |
voting common stock | | (1,600,000) | ($1,600) | ($101,978) | |
Balance of non-voting common stock as at | | | | | |
December 31, 2001 | | 0 | $0 | $0 | |
Balance of non-voting common stock as at | | | | | |
March 31, 2002 | | 0 | $0 | $0 | |
|
(See accompanying notes) |
F-6 |
LEOPARD CAPITAL, INC. |
(A Development Stage Company) |
STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001 |
AND FROM INCEPTION ON JUNE 18, 1990 THROUGH MARCH 31, 2002 |
(Unaudited) |
|
| | For The Three | For The Three |
|
Cumulative | Months | Months | |
Total Since | Ending | Ending | |
Inception | Mar. 31, 2002 | 2001 | |
(Unaudited) | (Unaudited) | (Unaudited) | | | | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | |
Net loss | ($1,280,579) | 0 | ($6,627) |
Items not involving an outlay of cash | | | |
Non-cash accounting services of a former director | 2,000 | 0 |
0 | Loss on disposal of capital assets | 11,923 | 0 | 0 |
Write off of incorporation costs | 794 | 0 | 0 |
Write off of investment in joint venture | 60,463 | 0 | 0 |
Write off of development and property costs | 442,529 | 0 | 0 |
Loss on cash settlements of accounts payable | 2,260 | 0 | 0 |
Change in working capital items | | | |
Canadian goods and services tax receivable | (1,500) | 0 | (422) |
Accounts payable increase before part of the | | | |
balance was settled by issuing shares | 216,205 | 0 | 11,349 |
Net cash (used in) received from operating activities | (545,905) | 0 | 4,300 |
CASH FLOWS FROM FINANCING ACTIVITIES | | | |
Proceeds from issuance of common stock | 151,502 | 0 | 0 |
Stock issued on exercise of stock options | 500 | 0 | 0 |
Loan from shareholder | 14,016 | 0 | 0 |
Advances from former subsidiary | 4,300 | 0 | 4,300 |
Advances from shareholders before part of the | | | |
balance was settled by issuing shares |
866,457 | 0 | 0 | Net cash from financing activities | 1,036,775 | 0 | 4,300 |
CASH FLOWS FROM INVESTING ACTIVITIES | | | |
Purchase of capital assets | (11,949) | 0 | 0 |
Proceeds from disposal of fixed assets | 26 | 0 | 0 |
Incorporation costs | (794) | 0 | 0 |
Mineral property payments | (478,153) | 0 | 0 |
Net cash (used in) received from investing activities | (490,870) | 0 | 0 |
NET DECREASE IN CASH | 0 | 0 | 0 |
CASH AT BEGINNING OF YEAR | 0 | 0 | 0 |
FOREIGN CURRENCY TRANSLATION GAIN | 0 | 0 | 0 |
CASH AT END OF YEAR | $0 | $0 | $0 |
| | | |
(See accompanying notes) |
F-7 |
LEOPARD CAPITAL, INC. |
(A Development Stage Company) |
CONDENSED NOTES TO MARCH 31, 2002 FINANCIAL STATEMENTS |
(Unaudited) |
|
|
1. | BASIS OF FINANCIAL STATEMENT PRESENTATION |
| |
| The financial statements have been prepared by LEOPARD CAPITAL, INC. without audit and pursuant |
| to the rules and regulations of the Securities and Exchange Commission. The information furnished in |
| the financial statements include normal recurring adjustments and reflects all adjustments, which are, |
| in the opinion of management, necessary for a fair presentation of such financial statements. Certain |
| information and footnote disclosures normally included in financial statements prepared in accordance |
| with generally accepted accounting principles have been condensed or omitted pursuant to such rules |
| and regulations. The Company believes that the information presented is not misleading. These |
| condensed financial statements should be read in conjunction with the financial statements and the |
| accompanying notes included in the Company's Form 10-KSB for the fiscal year ended |
| December 31, 2001. The results of operations for the period ended March 31, 2002 are not necessarily |
| indicative of operating results for the fiscal year. |
| |
| |
2. | SHARE CAPITAL |
| | |
| (a) | Authorized Share Capital |
| | |
| | The Company's authorized capital is 200,000,000 shares of common stock with $0.001 par value. |
| | As of March 31, 2002, there were 5,495,826 common voting shares issued and outstanding. |
| | There are no warrants or options outstanding. |
| | |
| | |
| (b) | Issued and Outstanding |
| | |
| | | | # of Shares | Paid Up Capital |
| | |
Mar. 31, 2002 | Mar. 31, 2001 | Mar. 31, 2002 | Mar. 31, 2001 | | | Voting common shares | | | | |
| | | Par value | | | $5,495 | $2,365 |
| | | Additional paid-up capital | | | 1,275,084 | 1,152,991 |
| | | Total | 5,495,826 | 2,365,240 | 1,280,579 | 1,155,356 |
| | Non-voting common shares | | | | |
| | | Par value | | | 0 | 0 |
| | | Additional paid-up capital | | | 0 | 0 |
| | | Total | 0 | 0 | 0 | 0 |
| | Total | 5,495,826 | 2,365,240 | $1,280,579 | $1,155,356 |
| | |
| | |
| (c) | Net Loss Per Share |
| | | Mar. 31, 2002 | Mar. 31, 2001 |
| | Net loss | $0 | ($6,627) |
| | Weighted number of common shares issued | 5,331,790 | 1,411,377 |
| | | | |
| | | Net loss per share | $0.00 | $0.00 |
| | |
Item 2. Management's Discussion and Analysis or Plan of Operation
The Company has minimal cash and has not yet developed any producing mines. The Company has no history of earnings, and due to the nature of its business, there can be no assurance that the Company will be profitable. Since the Company has been a development stage company since inception and has not generated revenues, the Company operates with minimal overhead. The Company will need to raise additional funds, either in the form of an advance or an equity investment by the Company's President; or in the form of equity investment by outside investors, or some combination of each.
Subsequent to the first quarter ending March 31, 2002, the letter of intent to acquire International Global Positioning ("IGP") expired on April 15, 2002 and is no longer in effect, as IGP was unable to satisfy the due diligence requirements set forth in the letter.
Management is focused on the immediate task of improving the Company's ability to attract equity capital.
On March 5, 2002, Larry Low resigned as a Director of Leopard Capital, Inc. citing personal reasons.
Liquidity and Capital Resources
The Company's cash position at March 31, 2002 was $0, compared to $0 at December 31, 2001.
At March 31, 2002, the Company had a working capital position of $0, compared to $0 at December 31, 2001.
Results of Operation
The Company had no revenue for the three month period ended March 31, 2002 compared to no revenue for the three month period ended March 31, 2001.
The Company recorded a net profit of $0 for the three month period ended March 31, 2002 compared to a net loss of ($6,627) for the three month period ended March 31, 2001.
The Company incurred administrative expenses of $0 for the quarter ended March 31, 2002 compared to $6,627 for the quarter ended March 31, 2001.
Forward-Looking Statements
From time-to-time, the Company or its representatives may have made or may make forward-looking statements, orally or in writing. Such forward-looking statements may be included in, but not limited to, press releases, oral statements made with the approval of an authorized executive officer or in various filings made by the Company with the Securities and Exchange Commission or other regulatory agencies. Words or phrases "will likely result", "are expected to", "will continue", " is anticipated", "estimate", "project or projected", or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform Act").
The Company wishes to ensure that such statements are accompanied by meaningful cautionary statements, so as to maximize to the fullest extent possible the protections of the safe harbor established in the Reform Act. Accordingly, such statements are qualified in their entirety by reference to and are accompanied by the following discussion of certain important factors that could cause actual results to differ materially from such forward-looking statements.
The risks identified here are not inclusive. Furthermore, reference is also made to other sections of this Statement that include additional factors that could adversely impact the Company's business and financial performance. Also, the Company operates in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for management to predict all such risk factors, nor can it assess the impact of all such risk factors on the Company's business or the extent to which any factor or combination of factors may cause actual results to differ significantly from those contained in any forward-looking statements. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results.
Description of Property
None.
Description of Securities
The Company's authorized capital is 200,000,000 shares of common stock with $0.001 par value. As of March 31, 2002, there were 5,495,826 common voting shares issued and outstanding.
Debt Securities to be Registered
Not applicable.
American Depository Receipts
Not applicable
Other Securities to be Registered
Not applicable.
PART II
Item 1. Legal Proceedings
The Company knows of no material, active or pending legal proceedings against them; nor is the Company involved as a plaintiff in any material proceeding or pending litigation.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
A Form 8-K dated March 5, 2002 was filed on March 7, 2002 to report the resignation of Larry Low as a Director of Leopard Capital, Inc. This 8K dated March 5, 2002 is incorporated by reference.
A Form 8-K dated March 6, 2002 was filed on March 6, 2002 to report the Company entered into a letter of intent to acquire all of the outstanding shares of capital stock of International Global Positioning, Inc. ("IGP") in exchange for authorized but as yet unissued shares of Leopard Capital, Inc. common stock. This 8K dated March 6, 2002 is incorporated by reference.
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.
Leopard Capital, Inc. (Registrant) |
|
By /s/ T.G. Cook T.G. Cook, President |
Date May 7, 2002 |