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
JUNE 30, 2003
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 of Incorporation or Organization) | (IRS Employer Identification No.) |
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 June 30, 2003, there were 560,362 shares of common stock, $.001 par value, of Leopard Capital, Inc. issued and outstanding.
Transitional Small Business Disclosure Format (check one): Yes / / No /x/
Leopard Capital, Inc. | Page 1 of 19 | Form 10-QSB June 30, 2003 |
Leopard Capital, Inc. | Page 2 of 19 | Form 10-QSB June 30, 2003 |
PART I
Item 1. Financial Statements
|
|
|
LEOPARD CAPITAL, INC. |
FINANCIAL STATEMENTS |
JUNE 30, 2003 |
(Unaudited) |
|
| |
Balance Sheets As Of June 30, 2003 And December 31, 2002 | F-1 |
| |
Statements Of Operations For The Quarter And Six Months Ended June 30, 2003 | |
| And 2002, And From Inception Through June 30, 2003 | F-2 |
| |
Statement Of Shareholders' Deficit From Inception Through June 30, 2003 | F-3 to F-5 |
| |
Statements Of Cash Flows For The Six Months Ended June 30, 2003 | |
| And 2002, And From Inception Through June 30, 2003 | F-6 |
| |
Condensed Notes To June 30, 2003 Financial Statements | F-7 |
|
|
Leopard Capital, Inc. | Page 3 of 19 | Form 10-QSB June 30, 2003 |
F-1 |
LEOPARD CAPITAL, INC. |
(A Development Stage Company) |
BALANCE SHEETS |
JUNE 30, 2003 AND DECEMBER 31, 2002 |
(Unaudited) |
|
|
Jun. 30, 2003 | Dec. 31, 2002 | | (Unaudited) |
| | | |
ASSETS | $0 | $0 |
|
| | LIABILITIES AND SHAREHOLDERS' DEFICIT | | |
LIABILITIES | | |
CURRENT | | |
Accounts payable | $1,899 | $0 |
Advances from shareholders | 12,492 | 10,591 |
Total liabilities | 14,391 | 10,591 |
SHAREHOLDERS' DEFICIT | | |
Share capital (Note 2) | 1,280,579 | 1,280,579 |
Deficit accumulated during the development stage | (1,294,970) | (1,291,170) |
Total shareholders' deficit | (14,391) | (10,591) |
Total liabilities and shareholders' deficit | $0 | $0 |
|
(See accompanying notes) |
Leopard Capital, Inc. | Page 4 of 19 | Form 10-QSB June 30, 2003 |
F-2 |
LEOPARD CAPITAL, INC. |
(A Development Stage Company) |
STATEMENTS OF OPERATIONS |
FOR THE QUARTER AND SIX MONTHS ENDED JUNE 30, 2003 AND 2002, |
AND FROM INCEPTION ON JUNE 18, 1990 THROUGH JUNE 30, 2003 |
(Unaudited) |
| | Three | Three | Six | Six |
| Cumulative | Months | Months | Months | Months |
| Total | Ended | Ended | Ended | Ended |
| Since | Jun. 30, | Jun. 30, | Jun. 30, | Jun. 30, |
| Inception | 2003 | 2002 | 2003 | 2002 |
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) |
EXPLORATION & DEVELOPMENT EXPENSES | | | | | |
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 & 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 | 51,111 | 1,899 | 4,074 | 1,899 | 4,074 |
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 | 150,697 | 0 | 3,386 | 0 | 3,386 |
Management and consulting fees | 160,906 | 0 | 0 | 0 | 0 |
Meals and entertainment | 28 | 0 | 0 | 0 | 0 |
Office supplies and service | 71,579 | 438 | 0 | 1,511 | 0 |
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 | 5,611 | 195 | 799 | 390 | 799 |
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 | 589,554 | 2,532 | 8,259 | 3.800 | 8,259 |
LOSS BEFORE OTHER INCOME (LOSS) | (1,281,586) | (2,532) | (8,259) | (3,800) | (8,259) |
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 LOSS | ($1,294,970) | ($2,532) | ($8,259) | ($3,800) | ($8,259) |
|
(See accompanying notes) |
Leopard Capital, Inc. | Page 5 of 19 | Form 10-QSB June 30, 2003 |
F-3 |
LEOPARD CAPITAL, INC. |
(A Development Stage Company) |
STATEMENT OF SHAREHOLDERS' DEFICIT |
FROM INCEPTION ON JUNE 18, 1990 THROUGH JUNE 30, 2003 |
(Unaudited) |
| | | | | Deficit |
| |
| | | Accumulated | | | Common Stock | Additional | During The |
| Per | | | Paid-up | Development |
| Share | Shares | Par Value | Capital | Stage |
Voting Common Stock | | | | | |
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) |
Leopard Capital, Inc. | Page 6 of 19 | Form 10-QSB June 30, 2003 |
F-4 |
LEOPARD CAPITAL, INC. |
(A Development Stage Company) |
STATEMENT OF SHAREHOLDERS' DEFICIT |
FROM INCEPTION ON JUNE 18, 1990 THROUGH JUNE 30, 2003 |
(Unaudited) |
| | | | | Deficit |
| | | | | Accumulated |
| | Common Stock | Additional | During The |
| Per | | | Paid-up | Development |
| Share | Shares | Par Value | Capital | Stage |
Voting Common Stock (Continued) | | | | | |
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 at December 31, 2000 | | 765,240 | $765 | $1,051,013 | ($1,259,656) |
| | | | | |
(See accompanying notes) |
Leopard Capital, Inc. | Page 7 of 19 | Form 10-QSB June 30, 2003 |
F-5 |
LEOPARD CAPITAL, INC. |
(A Development Stage Company) |
STATEMENT OF SHAREHOLDERS' DEFICIT |
FROM INCEPTION ON JUNE 18, 1990 THROUGH JUNE 30, 2003 |
(Unaudited) |
|
| | | | Deficit | |
| | | | Accumulated | |
| Common Stock | Additional | During The | | Per | | | Paid-up | Development |
| Share | Shares | Par Value | Capital | Stage |
Voting Common Stock (Continued) | | | | | |
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 at December 31, 2001 |
| 5,495,826 | 5,495 | 1,275,084 | (1,280,579) | Net loss, year ended December 31, 2002 | | | | | (10,591) |
Balance at December 31, 2002 | | 5,495,826 | 5,495 | 1,275,084 | (1,291,170) |
Reverse stock split effective April 24, 2003 | | (4,935,464) | (4,935) | 4,935 | |
Balance after reverse stock split | | 560,362 | 560 | 1,280,019 | |
Net loss, period ended June 30, 2003 | | | | | (3,800) |
Balance at June 30, 2003 |
| 560,362 | $560 | $1,280,019 | ($1,294,970) | | | | | | |
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 and 2002 | | 0 | 0 | 0 | |
Balance of non-voting common stock as at | | | | | |
June 30, 2003 | | 0 | $0 | $0 | |
(See accompanying notes) |
Leopard Capital, Inc. | Page 8 of 19 | Form 10-QSB June 30, 2003 |
F-6 |
LEOPARD CAPITAL, INC. |
(A Development Stage Company) |
STATEMENTS OF CASH FLOWS |
FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002 |
AND FROM INCEPTION ON JUNE 18, 1990 THROUGH JUNE 30, 2003 |
(Unaudited) |
| Cumulative | For the Six | For the Six |
| Total Since | Months Ended | Months Ended |
|
Inception | Jun. 30, 2003 | Jun. 30, 2002 | | (Unaudited) |
(Unaudited) | (Unaudited) | | | | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | |
Net loss | ($1,294,970) | ($3,800) | ($8,259) |
Items not involving an outlay of cash | | | |
Non-cash accounting services of a former director | 2,000 | | |
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 | 230,596 | 3,800 | 8,259 |
Net cash used in operating activities | (545,905) | 0 | 0 |
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 | 0 | Net cash from financing activities | 1,036,775 | 0 | 0 |
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 investing activities | (490,870) | 0 | 0 |
NET CHANGE IN CASH BALANCE | 0 | 0 | 0 |
CASH AT BEGINNING OF PERIOD | 0 | 0 | 0 |
CASH AT END OF PERIOD | $0 | $0 | $0 |
|
(See accompanying notes) |
Leopard Capital, Inc. | Page 9 of 19 | Form 10-QSB June 30, 2003 |
F-7 |
LEOPARD CAPITAL, INC. |
(A Development Stage Company) |
CONDENSED NOTES TO JUNE 30, 2003 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, 2002. The results of operations for the period ended June 30, 2003 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 June 30, 2003, there were 560,362 common voting shares issued and outstanding. |
| | There are no warrants or options outstanding. |
| | |
| | |
| (b) | Issued and Outstanding |
| | |
| | | | # of Shares | Paid Up Capital |
| | |
Jun. 30, 2003 | Jun. 30, 2002 | Jun. 30, 2003 | Jun. 30, 2002 | | | Voting common shares |
| | | | | | | Par value |
| | $560 | $560 | | | | Additional paid-up capital |
| | 1,280,019 | 1,280,019 | | | | Total | 560,362 | 560,362 | 1,280,579 | 1,280,579 |
| | Non-voting common shares |
| | | | | | | Par value |
| | 0 | 0 | | | | Additional paid-up capital |
| | 0 | 0 | | | | Total | 0 | 0 | 0 | 0 |
| | Total | 560,362 | 560,362 | $1,280,579 | $1,280,579 |
| | |
| | The June 30, 2002 number of Voting Common shares, par value and additional paid-up |
| | capital have been retroactively adjusted for the April 24, 2003 reverse stock split. |
| | |
| (c) | Net Loss Per Share |
| | | Jun. 30, 2003 | Jun. 30, 2002 |
| | Net loss | ($3,800) | ($8,259) |
| | Weighted number of common shares issued | 560,362 | 560,362 |
| | | | |
| | | Net loss per share | ($0.01) | ($0.01) |
Leopard Capital, Inc. | Page 10 of 19 | Form 10-QSB June 30, 2003 |
Item 2. Management's Discussion and Analysis or Plan of Operation
Forward-Looking Statements
Some discussions in this quarterly filing may contain forward-looking statements and and prospective in nature. Such forward-looking statements reflect managements beliefs and assumptions and are based on information currently available to management. Forward looking statements are statements that express our goals, beliefs, plans, current expectations or other statements regarding matters that are not historical facts. Forward-looking statements are often identified by words such as "believes", "anticipates", "expects", "estimates" and similar expressions, or words which, by their nature, refer to future events. The forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied in such statements.
Such factors include, among others, the following: local, national and international general economic and market conditions; the ability of the Company to attract equity capital; the ability of the Company to implement our proposed exploration program and the success thereof; existing government regulations and changes in, or the failure to comply with, government regulations; changes in business strategy or development plans; the ability to attract and retain qualified personnel; and other factors referenced in this and previous filings.
Given these uncertainties, readers of this Form 10-QSB are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to publicly release the results of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.
Management's Discussion and Analysis or Plan of Operation
Information in this section is current as of July 24, 2003.
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.
At the Annual Meeting of Stockholders held January 21, 2003, the Company's 2002 Stock Incentive Plan was adopted by the stockholders. Under the Plan, the Compensation Committee, in its discretion, may grant common stock or stock options to purchase common stock of the Company to key employees, consultants, and non-employee directors of the Company. The Company has reserved 82,500 shares of common stock (retroactively adjusted to reflect the 1 for 10 reverse split of April 24, 2003) for the grant of options under the Plan, subject to anti-dilution provisions.
The purpose of the Plan is to improve the Company's ability to attract, retain and compensate highly competent key employees, non-employee directors and consultants ("employee(s)") and to act as an incentive in motivating selected key employees, non-employee directors and consultants of Leopard Capital, Inc. to achieve long-term corporate objectives, by awarding certain options to purchase the Company's common stock, and to receive grants of common stock subject to certain restrictions. A copy of the 2002 Stock Incentive Plan may be obtained upon written request to the Company at 1574 Gulf Rd. #1505, Point Roberts, Washington 98281.
Leopard Capital, Inc. | Page 11 of 19 | Form 10-QSB June 30, 2003 |
A copy of the 2002 Stock Incentive Plan has been previously filed as Exhibit 10.1 with the Company's December 31, 2002 10-KSB filed February 28, 2003.
Secondly, the stockholders approved a resolution to grant discretionary authority to Leopard's Board of Directors to effect a reverse stock split of Leopard's common stock at a ratio within the range from one-for-two to one-for twenty at any time prior to July 1, 2003 in order to reduce the number of shares of Leopard's common stock outstanding and thereby attempt to enhance the ability of the Company to use its shares to acquire or merge with an attractive operating company.
A copy of the Summary of Reverse Stock Split has been previously filed as Exhibit 99.3 with the Company's December 31, 2002 10-KSB filed February 28, 2003.
On April 8, 2003, the Board of Directors of Leopard Capital, Inc. unanimously adopted a resolution setting the close of business on April 24, 2003 as the record date to effect a 1 for 10 reverse stock split, consistent with the approvals obtained from the Company's stockholders at the Company's Annual Meeting on January 21, 2003.
Any fractional shares of common stock resulting from the reverse split will "round up" to the nearest whole number. No cash will be paid to any holders of fractional interests in the company. Stockholders with less than one board lot of 100 (post-split) shares of common stock, will have their shareholdings "rounded up" to 100 shares. There were 5,495,826 shares outstanding immediately prior to the split and the actual number of post-split shares is 560,362 due to rounding up of fractional shares and holdings of less than one board lot to a board lot of 100 shares.
The net result of this 1 for 10 reverse split of the issued shares leaves 200,000,000 authorized shares of which 560,362 shares are issued and outstanding and 82,500 shares reserved for the 2002 Stock Incentive Plan.
Leopard Capital, Inc.'s new Cusip number following this reverse split will be 52668R 20 3 and the Company's new trading symbol is LPRD.
Liquidity and Capital Resources
The Company's cash position was $0 at June 30, 2003, compared to $0 at December 31, 2002.
The Company had a negative working capital position of ($14,391) at June 30, 2003, compared to a negative working capital position of ($10,591) at December 31, 2002.
Results of Operation
The Company had no revenue for the quarter and six month period ended June 30, 2003 compared to no revenue for the quarter and six month period ended June 30, 2002.
The Company recorded a net loss of ($2,532) for the quarter ended June 30, 2003 and a net loss of ($3,800) for the six month period ended June 30, 2003, compared to a net loss of ($8,259) for the quarter ended June 30, 2002 and a net loss of ($8,259) for the six month period ended June 30, 2002.
Leopard Capital, Inc. | Page 12 of 19 | Form 10-QSB June 30, 2003 |
The Company incurred administrative expenses of $2,532 for the quarter ended June 30, 2003 and administrative expenses of $3,800 for the six month period ended June 30, 2003, compared to $8,259 for the quarter ended June 30, 2002 and $8,259 for the six month period ended June 30, 2002.
Description of Property
The Company does not own any property.
Description of Securities
The Company's authorized capital is 200,000,000 shares of common stock with $0.001 par value. As of June 30, 2003, there were 560,362 common voting shares issued and outstanding. Please also refer to "Management's Discussion and Analysis or Plan of Operation" for details on the April 2003 reverse stock split.
Debt Securities to be Registered
Not applicable.
American Depository Receipts
Not applicable
Other Securities to be Registered
Not applicable.
Leopard Capital, Inc. | Page 13 of 19 | Form 10-QSB June 30, 2003 |
Item 3. Controls and Procedures
Valuation of Disclosure Controls and Procedures
The Company, within the 90-day period prior to the filing date of this report, carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures. The Company's President, acting in the capacity of principal executive officer and chief financial officer, supervised and participated in the evaluation. Based on this evaluation, the Company's President concluded that the Company's disclosure controls and procedures were effective as of the evaluation date.
Changes in Internal Controls
There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.
Leopard Capital, Inc. | Page 14 of 19 | Form 10-QSB June 30, 2003 |
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
| Exhibit Number | | Description of Exhibits |
| | | |
| 99.1 | | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 1902 |
| | | |
| 99.2 | | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 1902 |
| | | |
(B) A Form 8-K dated April 15, 2003 was filed on April 16, 2003 to report a 1 for 10 reverse stock split. The Board of Directors of Leopard Capital, Inc. unanimously adopted a resolution on April 8, 2003, setting the close of business on April 24, 2003 as the record date to effect a 1 for 10 reverse stock split consistent with the approvals obtained from the Company's stockholders at the Company's Annual Meeting on January 21, 2003.
Leopard Capital, Inc. | Page 15 of 19 | Form 10-QSB June 30, 2003 |
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.

Terry G. Cook
President
Date: July 24, 2003
Leopard Capital, Inc. | Page 16 of 19 | Form 10-QSB June 30, 2003 |
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
Leopard Capital, Inc. | Page 17 of 19 | Form 10-QSB June 30, 2003 |
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: July 24, 2003

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;
Leopard Capital, Inc. | Page 18 of 19 | Form 10-QSB June 30, 2003 |
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: July 24, 2003

Terry G. Cook
Chief Financial Officer
Leopard Capital, Inc. | Page 19 of 19 | Form 10-QSB June 30, 2003 |