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
SEPTEMBER 30, 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 September 30, 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
Item 3. Controls and Procedures
PART II
Item 1. Legal Proceedings
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signatures
Certifications
PART I
Item 1. Financial Statements
|
|
|
LEOPARD CAPITAL, INC. |
FINANCIAL STATEMENTS |
SEPTEMBER 30, 2002 |
(Unaudited) |
|
| |
Balance Sheets As Of September 30, 2002 And December 31, 2001 | F-1 |
| |
Statements Of Operations For The Quarter and Nine Months Ended September 30, 2002 | |
| And 2001 And From Inception Through September 30, 2002 | F-2 |
| |
Statement Of Shareholders' Deficit From Inception Through September 30, 2002 | F-3 to F-5 |
| |
Statements Of Cash Flows For The Nine Months Ended September 30, 2002 | |
| And 2001 And From Inception Through September 30, 2002 | F-6 |
| |
Condensed Notes To September 30, 2002 Financial Statements | F-7 to F-9 |
|
|
F-1 |
LEOPARD CAPITAL, INC. |
(A Development Stage Company) |
BALANCE SHEETS SEPTEMBER 30, 2002 AND DECEMBER 31, 2001 |
(Unaudited) |
|
| Sept. 30, 2002 | Dec. 31, 2001 |
| (Unaudited) | |
| | |
ASSETS | $0 | $0 |
| | |
LIABILITIES AND SHAREHOLDERS' DEFICIT | | |
LIABILITIES | | |
CURRENT | | |
Accounts Payable | $8,575 | $0 |
Advances payable to former subsidiary | 0 | 0 |
LONG TERM | | |
Advances from shareholders | 0 | 0 |
Total liabilities | 0 | 0 |
SHAREHOLDERS' DEFICIT | | |
Share capital (Note 3) | 1,280,579 | 1,280,579 |
Deficit accumulated during the development stage | (1,289,154) | (1,280,579) |
Total shareholders' deficit | (8,575) | 0 |
Total liabilities and shareholders' deficit | $0 | $0 |
|
(See accompanying notes) |
F-2 |
LEOPARD CAPITAL, INC. |
(A Development Stage Company) |
STATEMENT OF OPERATIONS FOR THE QUARTER & NINE MONTHS ENDED SEPTEMBER 30, 2002 |
AND 2001 AND FROM INCEPTION ON SEPTEMBER 18, 1990 THROUGH SEPTEMBER 30, 2002 |
(Unaudited) |
|
| | Three | Three | Nine | Nine |
| | Months | Months | Months | Months |
| Cumulative | Ended | Ended | Ended | Ended |
| Total Since | Sept. 30, | Sept. 30, | Sept. 30, | Sept. 30, |
| Inception | 2002 | 2001 | 2002 | 2001 |
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) |
| | | | | |
STATEMENT OF SHAREHOLDERS' DEFICIT | | | | | |
Exploration and development | $19,885 | $0 | $0 | $0 | $0 |
Write off of investment in joint venture | 60,463 | 0 | 0 | 0 | 0 |
Write off of development and property costs | 442,529 | 0 | 0 | 0 | 0 |
Total exploration and development expenses | 522,877 | 0 | 0 | 0 | 0 |
MARKETING EXPENSES | | | | | |
Advertising | 2,637 | 0 | 0 | 0 | 0 |
Courier and postage | 7,383 | 0 | 0 | 0 | 0 |
Meetings | 1,357 | 0 | 0 | 0 | 0 |
Printing | 19,056 | 0 | 0 | 0 | 0 |
Promotion and entertainment | 16,454 | 0 | 0 | 0 | 0 |
Services | 58,525 | 0 | 0 | 0 | 0 |
Telephone and fax | 22,438 | 0 | 0 | 0 | 0 |
Travel | 41,305 | 0 | 0 | 0 | 0 |
Total marketing expenses | 169,155 | 0 | 0 | 0 | 0 |
ADMINISTRATIVE EXPENSES | | | | | |
Accounting and audit fees | 49,505 | 0 | (65) | 4,074 | 4,812 |
Automobile | 2,689 | 0 | 0 | 0 | 0 |
Bank charges and interest | 2,185 | 0 | 0 | 0 | 0 |
Computer servicing | 9,830 | 0 | 0 | 0 | 0 |
Incorporation expenses written off | 6,794 | 0 | 0 | 0 | 0 |
Insurance | 836 | 0 | 0 | 0 | 0 |
Interest on long term debt | 11,991 | 0 | 0 | 0 | 0 |
Legal | 148,982 | 71 | 0 | 3,457 | 0 |
Management and consulting fees | 160,906 | 0 | 0 | 0 | 12,000 |
Meals and entertainment | 28 | 0 | 0 | 0 | 0 |
Office supplies and service | 69,420 | 0 | 65 | 0 | 3,087 |
Rent | 9,021 | 0 | 0 | 0 | 0 |
SEC filing fees | 10,981 | 0 | 0 | 0 | 0 |
Telephone and fax | 7,036 | 0 | 0 | 0 | 0 |
Transfer agent fees | 5,275 | 245 | 0 | 1,044 | 374 |
Travel | 33,990 | 0 | 0 | 0 | 0 |
U.S. financial services | 28,339 | 0 | 0 | 0 | 0 |
Wages and benefits | 25,930 | 0 | 0 | 0 | 0 |
Total administrative expenses | 583,738 | 316 | 0 | 8,575 | 20,273 |
LOSS BEFORE OTHER INCOME (LOSS) | (1,275,770) | (316) | 0 | (8,575) | (20,273) |
OTHER INCOME (LOSS) | | | | | |
Interest income | 798 | 0 | 0 | 0 | 0 |
Loss on disposal of capital assets | (11,923) | 0 | 0 | 0 | 0 |
Loss on cash settlements of accounts payable | (2,259) | 0 | 0 | 0 | 0 |
NET PROFIT (LOSS) | ($1,289,154) | ($316) | $0 | ($8,575) | ($20,273) |
|
(See accompanying notes) |
F-3 |
LEOPARD CAPITAL, INC. |
(A Development Stage Company) |
STATEMENT OF SHAREHOLDERS' DEFICIT |
FROM INCEPTION ON SEPTEMBER 18, 1990 THROUGH SEPTEMBER 30, 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 SEPTEMBER 18, 1990 THROUGH SEPTEMBER 30, 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 SEPTEMBER 18, 1990 THROUGH SEPTEMBER 30, 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) |
Net loss, six months ended June 30, 2002 | | | | | (8,259) |
Balance, June 30, 2002 | | 5,495,826 | $5,495 | $1,275,084 | ($1,288,838) |
Net loss, nine months ended Sept. 30, 2002 | | | | | (316) |
Balance, September 30, 2002 | | 5,495,826 | $5,495 | $1,275,084 | ($1,289,154) |
| | | | | |
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 | |
Balance of non-voting common stock as at | | | | | |
June 30, 2002 | | 0 | $0 | $0 | |
Balance of non-voting common stock as at | | | | | |
September 30, 2002 | | 0 | $0 | $0 | |
|
(See accompanying notes) |
F-6 |
LEOPARD CAPITAL, INC. |
(A Development Stage Company) |
STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 |
AND FROM INCEPTION ON SEPTEMBER 18, 1990 THROUGH SEPTEMBER 30, 2002 |
(Unaudited) |
|
| | For The Nine | For The Nine |
| Cumulative | Months | Months |
| Total Since | Ending | Ending |
| Inception | Sept. 30, 2002 | Sept. 30, 2001 |
| (Unaudited) | (Unaudited) | (Unaudited) |
| | | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | |
Net loss | ($1,288,838) | ($8,575) | ($20,273) |
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 | 0 |
Accounts payable increase before part of the | | | |
balance was settled by issuing shares | 224,464 | 8,575 | 0 |
Net cash (used in) received from operating activities | (545,905) | 0 | (20,273) |
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 | 0 |
Advances from shareholders before part of the | | | |
balance was settled by issuing shares | 866,457 | 0 | 20,273 |
Net cash from financing activities | 1,036,775 | 0 | 20,273 |
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 PERIOD | $0 | $0 | $0 |
| | | |
(See accompanying notes) |
F-7 LEOPARD CAPITAL, INC. (A Development Stage Company) CONDENSED NOTES TO SEPTEMBER 30, 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 September 30, 2002 are not necessarily indicative of operating results for the fiscal year. The financial statements are prepared on the assumption that the entity is a going concern, meaning it will continue in operation for the foreseeable future and will be able to obtain assets and discharge its liabilities through the normal course of operations. Because the Company has no cash and no assets, its ability to discharge its liabilities through the normal course of its operations is dependent on continued funding from companies controlled by the president, the receipt of additional funds from investors and the establishment of successful operations.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Use of Estimates Preparation of financial statements in conformity with generally accepted accounting principles requires managements to make estimates and assumptions. These estimates or assumptions affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of expenses and gains during the reporting periods. Actual results could differ from estimates.
(b) Mineral Properties Mineral properties are recorded at cost. In the event that one of the properties commences production, it will be depleted on a unit-of-production basis over the proven, developed reserves of the property. To date, no properties have commenced commercial production. The carrying values of the properties are reviewed for possible impairment whenever events or changes in circumstances indicate. Change in management is one circumstance in which the carrying values of all properties are reviewed to determine if there has been any impairment in the carrying value. The cost of properties that are abandoned are written off in the year the decision to make no further expenditures on the property is made. When impairment is indicated, the carrying amounts of assets are written down to fair value, usually determined on the basis of a consulting geologist report. In the absence of such a report, the properties are written down to a nominal value of $1.00.
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F-8 LEOPARD CAPITAL, INC. (A Development Stage Company) CONDENSED NOTES TO SEPTEMBER 30, 2002 FINANCIAL STATEMENTS (Unaudited) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) (c) Nonmonetary Transactions Nonmonetary transactions in which shares were issued to pay for services rendered or to repay an amount owing are valued at the billed amount for the services or the principal amount of the debt owing if bills are rendered or cash is advanced. If specific billings are not presented, then the transactions are valued at the trading price of publicly traded shares on the date the new shares were issued.
(d) Donated Services The fair value of services donated to the Company are expensed or capitalized and treated as a contribution of capital. If the fair value of the services is considered immaterial, then no amount is recorded.
(e) Related Parties Related parties include current and former directors and officers and those entities that hold more than 5% of the shares. The Company discloses all transactions, other than those in the ordinary course of business, with these related parties. Assets acquired from significant shareholders are recorded at the net book value to shareholder and the difference between the purchase price and cost is treated as a reduction or increase in paid up capital. In the case of the 1998 property acquisition, the significant shareholder reduced the price and amount of the promissory note to the net book value of the property.
(f) Income Taxes The Company utilizes the liability method of accounting for income taxes. Deferred income taxes are determined based on the estimated future tax effects of differences between the financial and tax bases of assets and liabilities given the provision of the enacted tax laws. The Company is a development stage enterprise and accordingly has not commenced operations that would generate taxable income. For that reason, the Company has a valuation reserve equal to the amount of the deferred income tax assets and has no net provision for income tax recovery in its consolidated statements of operations.
|
F-9 LEOPARD CAPITAL, INC. (A Development Stage Company) CONDENSED NOTES TO SEPTEMBER 30, 2002 FINANCIAL STATEMENTS (Unaudited) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) (g) Development Stage Enterprise The Company is a development stage enterprise that presents its financial statements in conformity with the generally accepted accounting principles that apply to established operating enterprises. As such, the Company charges all exploration, marketing and administrative expenses to operations in the year they occur. The Company capitalizes only those costs that it expects to recover through future operations and those costs are subject to a regular review for possible impairment. As a development stage enterprise, the Company discloses the deficit accumulated during the development stage and the cumulative statement of operations and cash flows from inception to December 1, 2000 of the designated acquirer, Dakota Mining & Exploration Ltd. and from the date of acquisition to September 30, 2002 of Leopard Capital Inc., the designated subsidiary until December 1, 2000.
|
3. | 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 September 30, 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 |
| | | Sept. 30, 2002 | Sept. 30, 2001 | Sept. 30, 2002 | Sept. 30, 2001 |
| | Voting common shares | | | | |
| | | Par value | | | $5,495 | $5,479 |
| | | Additional paid-up capital | | | 1,275,084 | 1,274,450 |
| | | Total | 5,495,826 | 5,479,577 | 1,280,579 | 1,279,929 |
| | Non-voting common shares | | | | |
| | | Par value | | | 0 | 0 |
| | | Additional paid-up capital | | | 0 | 0 |
| | | Total | 0 | 0 | 0 | 0 |
| | Total | 5,495,826 | 5,479,577 | $1,280,579 | $1,279,929 |
| | |
| | |
| (c) | Net Loss Per Share |
| | | Sept. 30, 2002 | Sept. 30, 2001 |
| | Net loss | ($8,575) | ($20,273) |
| | Weighted number of common shares issued | 5,494,730 | 3,665,292 |
| | | | |
| | | Net loss per share | $0.00 | ($0.01) |
| | |
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.
Management is focused on the immediate task of improving the Company's ability to attract equity capital.
Liquidity and Capital Resources
The Company's cash position was $0 at September 30, 2002, compared to $0 at December 31, 2001.
The Company had a negative working capital position of ($8,575) at September 30, 2002, compared to $0 at December 31, 2001.
Results of Operation
The Company had no revenue for the quarter and nine-month period ended September 30, 2002 compared to no revenue for the quarter and nine-month period ended September 30, 2001.
The Company recorded a net loss of ($316) for the quarter ended September 30, 2002 and a net loss of ($8,575) for the nine-month period ended September 30, 2002, compared to a net loss of ($0) for the quarter ended September 30, 2001 and a net loss of ($20,273) for the nine-month period ended September 30, 2001.
The Company incurred administrative expenses of $316 for the quarter ended September 30, 2002 and administrative expenses of $8,575 for the nine-month period ended September 30, 2002, compared to $0 for the quarter ended September 30, 2001 and $20,273 for the nine-month period ended September 30, 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 September 30, 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.
Item 3. Controls and Procedures
Our President, acting in the capacity of principal executive officer and chief financial officer evaluated the Company's disclosure controls and procedures on November 8, 2002. Based on this evaluation, our President concluded that the disclosure controls and procedures are effective in connection with the Company's filing of its quarterly report on Form 10-QSB for the quarterly period ended September 30, 2002.
Subsequent to November 8, 2002, through the date of this filing of Form 10-QSB for the quarterly period ended September 30, 2002, there have been no significant changes in the Company's internal controls or in other factors that could significantly affect these controls, including any significant deficiencies or material weaknesses of internal controls that would require corrective action.
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) Exhibits 27 Financial Data Schedule - Not included.
(B) The Company did not file any reports on Form 8-K during the three month period ended September 30, 2002.
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.
By /s/ Terry G. Cook
Terry G. Cook
President
Date: November 12, 2002
Certifications
Principal Executive Officer Certification
I, Terry G. Cook, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Leopard Capital, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: November 12, 2002
/s/ Terry G. Cook
President
Principal Financial Officer Certification
I, Terry G. Cook, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Leopard Capital, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: November 12, 2002
/s/ Terry G. Cook
Chief Financial Officer