UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One) |
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ý | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| | | For the quarterly period ended September 30, 2003 |
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o | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT |
| | | for the transition period from to |
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| | | Commission file number 000-30644 |
LEOPARD CAPITAL INC. |
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(Exact name of small business as specified in its charter) |
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Nevada | 98-0348086 |
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(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) |
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1574 Gulf Road #1505, Point Roberts , WA, 98281 |
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(Address of principal executive offices) |
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604-879-9001 |
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(Issuer's telephone number) |
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(Former name, former address and former fiscal year, if changed since last report) |
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Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 |
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing |
requirements for the past 90 days. Yes ý No o |
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY |
PROCEEDINGS DURING THE PRECEDING FIVE YEARS |
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Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange |
Act after the distribution of securities under a plan confirmed by a court. Yes o No o |
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APPLICABLE ONLY TO CORPORATE ISSUERS |
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State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: |
560,362 shares of common stock, $0.001 par value, as of November 3, 2003 |
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Transitional Small Business Disclosure Format (Check one): Yes o No ý |
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Leopard Capital Inc. | Page 1 of 18 | Form 10-QSB September 30, 2003 |
Leopard Capital Inc. | Page 2 of 18 | Form 10-QSB September 30, 2003 |
PART I
Item 1. Financial Statements
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LEOPARD CAPITAL INC. |
FINANCIAL STATEMENTS |
SEPTEMBER 30, 2003 |
(Unaudited) |
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Balance Sheets As Of September 30, 2003 And December 31, 2002 | F-1 |
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| Statements Of Operations For The Quarter And Nine Months Ended September 30, 2003 |
| | And 2002, And From Inception Through September 30, 2003 | F-2 |
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| Statement Of Shareholders' Deficit From Inception Through September 30, 2003 | F-3 to F-5 |
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| Statements Of Cash Flows For The Nine Months Ended September 30, 2003 |
| | And 2002, And From Inception Through September 30, 2003 | F-6 |
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| Condensed Notes To September 30, 2003 Financial Statements | F-7 to F-8 |
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Leopard Capital Inc. | Page 3 of 18 | Form 10-QSB September 30, 2003 |
F-1 |
LEOPARD CAPITAL INC. |
(A Development Stage Company) |
BALANCE SHEETS |
SEPTEMBER 30, 2003 AND DECEMBER 31, 2002 |
(Unaudited) |
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Sep. 30, 2003 | Dec. 31, 2002 | | (Unaudited) |
| | | |
ASSETS | $0 | $0 |
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| | LIABILITIES AND SHAREHOLDERS' DEFICIT | | |
LIABILITIES | | |
CURRENT | | |
Advances from shareholders | 0 | 10,591 |
Total liabilities | 0 | 10,591 |
SHAREHOLDERS' DEFICIT | | |
Share capital (Note 2) | 1,280,579 | 1,280,579 |
Deficit accumulated during the development stage | (1,280,579) | (1,291,170) |
Total shareholders' deficit | 0 | (10,591) |
Total liabilities and shareholders' deficit | $0 | $0 |
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(See accompanying notes) |
Leopard Capital Inc. | Page 4 of 18 | Form 10-QSB September 30, 2003 |
F-2 |
LEOPARD CAPITAL INC. |
(A Development Stage Company) |
STATEMENTS OF OPERATIONS |
FOR THE QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002, |
AND FROM INCEPTION ON JUNE 18, 1990 THROUGH SEPTEMBER 30, 2003 |
(Unaudited) |
| | Three | Three | Nine | Nine |
| Cumulative | Months | Months | Months | Months |
| Total | Ended | Ended | Ended | Ended |
| Since | Sep. 30, | Sep. 30, | Sep. 30, | Sep. 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 | 0 | 0 | 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 | 71 | 0 | 3,457 |
Management and consulting fees | 160,906 | 0 | 0 | 0 | 0 |
Meals and entertainment | 28 | 0 | 0 | 0 | 0 |
Office supplies and service | 71,687 | 108 | 0 | 1,619 | 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 | 5,926 | 315 | 245 | 705 | 1,044 |
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 | 589,977 | 423 | 316 | 4,223 | 8,575 |
LOSS BEFORE OTHER INCOME (LOSS) | (1,282,009) | (423) | (316) | (4,223) | (8,575) |
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 |
Gain on forgiveness of accounts payable | 14,814 | 14,814 | 0 | 14,814 | 0 |
NET PROFIT (LOSS) | ($1,280,579) | 14,391 | ($316) | 10,591 | ($8,575) |
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(See accompanying notes) |
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Leopard Capital Inc. | Page 5 of 18 | Form 10-QSB September 30, 2003 |
F-3 |
LEOPARD CAPITAL INC. |
(A Development Stage Company) |
STATEMENT OF SHAREHOLDERS' DEFICIT |
FROM INCEPTION ON JUNE 18, 1990 THROUGH SEPTEMBER 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 18 | Form 10-QSB September 30, 2003 |
F-4 |
LEOPARD CAPITAL INC. |
(A Development Stage Company) |
STATEMENT OF SHAREHOLDERS' DEFICIT |
FROM INCEPTION ON JUNE 18, 1990 THROUGH SEPTEMBER 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 18 | Form 10-QSB September 30, 2003 |
F-5 |
LEOPARD CAPITAL INC. |
(A Development Stage Company) |
STATEMENT OF SHAREHOLDERS' DEFICIT |
FROM INCEPTION ON JUNE 18, 1990 THROUGH SEPTEMBER 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 profit, period ended September 30, 2003 | | | | | 10,591 |
Balance at September 30, 2003 |
| 560,362 | $560 | $1,280,019 | ($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 and 2002 | | 0 | 0 | 0 | |
Balance of non-voting common stock as at | | | | | |
September 30, 2003 | | 0 | $0 | $0 | |
(See accompanying notes) |
Leopard Capital Inc. | Page 8 of 18 | Form 10-QSB September 30, 2003 |
F-6 |
LEOPARD CAPITAL INC. |
(A Development Stage Company) |
STATEMENTS OF CASH FLOWS |
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002 |
AND FROM INCEPTION ON JUNE 18, 1990 THROUGH SEPTEMBER 30, 2003 |
(Unaudited) |
| Cumulative | For the Nine | For the Nine |
| Total Since | Months Ended | Months Ended |
|
Inception | Sep. 30, 2003 | Sep. 30, 2002 | | (Unaudited) |
(Unaudited) | (Unaudited) | | | | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | |
Net profit (loss) | ($1,280,579) | $10,591 | ($8,575) |
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 |
Gain on forgiveness of accounts payable | (14,814) | (14,814) | 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 | 235,014 | 4,223 | 8,575 |
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 | 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 |
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(See accompanying notes) |
Leopard Capital Inc. | Page 9 of 18 | Form 10-QSB September 30, 2003 |
F-7 |
LEOPARD CAPITAL INC. |
(A Development Stage Company) |
CONDENSED NOTES TO SEPTEMBER 30, 2003 FINANCIAL STATEMENTS |
(Unaudited) |
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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 September 30, 2003 are not |
| necessarily indicative of operating results for the fiscal year. |
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2. | SHARE CAPITAL |
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| (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, 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 |
| | |
Sep. 30, 2003 | Sep. 30, 2002 | Sep. 30, 2003 | Sep. 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 September 30, 2002 number of Voting Common shares, par value and additional paid-up |
| | capital have been retroactively adjusted for the April 24, 2003 one for ten reverse stock split. |
| | |
| (c) | Net Profit (Loss) Per Share |
| | | Sep. 30, 2003 | Sep. 30, 2002 |
| | Net profit (loss) | $10,591 | ($8,259) |
| | Weighted number of common shares issued | 560,362 | 560,362 |
| | | | |
| | | Net profit (loss) per share | $0.02 | ($0.01) |
Leopard Capital Inc. | Page 10 of 18 | Form 10-QSB September 30, 2003 |
F-8 |
LEOPARD CAPITAL INC. |
(A Development Stage Company) |
CONDENSED NOTES TO SEPTEMBER 30, 2003 FINANCIAL STATEMENTS |
(Unaudited) |
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3.. | ADVANCES FROM SHAREHOLDERS |
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| On September 30, 2003, Hudson Capital Corporation forgave $14,814 of debt owing to Hudson from |
| Leopard Capital Inc. The Company treated this $14,814 as Other Income and results in a |
| Net Profit of $10,591 for the nine month period ending September 30, 2003. The balance of |
| Advances from Shareholders was reduced to $0 as at September 30, 2003 |
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Leopard Capital Inc. | Page 11 of 18 | Form 10-QSB September 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 November 3, 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.
Negotiations are underway between Hudson Capital Corporation, and a third party, to sell or transfer Hudson's control block of Leopard Capital Inc.'s common shares. Hudson Capital Corporation is Leopard's Capital Inc.'s majority shareholder and a company controlled by Terry G. Cook, the President of Leopard Capital Inc.
Leopard Capital, Inc. | Page 12 of 18 | Form 10-QSB September 30, 2003 |
Liquidity and Capital Resources
The Company's cash position was $0 at September 30, 2003, compared to $0 at December 31, 2002.
The Company had a working capital position of $0 at September 30, 2003, compared to a negative working capital position of ($10,591) at December 31, 2002.
Results of Operation
The Company had no operating revenue for the quarter and nine month period ended September 30, 2003 compared to no operating revenue for the quarter and nine month period ended September 30, 2002. The Company had $14,814 of other income for the quarter and nine month period ended September 30, 2003 compared to $0 of other income for the quarter and nine month period ended September 30, 2002. Other income consisted solely of a gain on forgiveness of accounts payable as Hudson Capital Corporation, a company controlled by Terry G. Cook and President of Leopard Capital Inc., forgave the $14, 814 of debt owed to Hudson Capital by Leopard Capital on September 30, 2003.
The Company recorded a net profit of $14,391 for the quarter ended September 30, 2003 and a net profit of 10,591 for the nine month period ended September 30, 2003, compared to 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.
The Company incurred administrative expenses of $423 for the quarter ended September 30, 2003 and administrative expenses of $4,223 for the nine month period ended September 30, 2003, compared to $316 for the quarter ended September 30, 2002 and $8,575 for the nine month period ended September 30, 2002.
Recent Accounting Pronouncements
In November 2002, the Emerging Issues Task force ("EITF") reached a consensus regarding EITF Issue 00-21, "Accounting for Revenue Arrangements with Multiple Deliverables". The consensus addresses not only when and how an arrangement involving multiple deliverables should be divided into separate units of accounting but also how the arrangement's consideration should be allocated among separate units. The pronouncement is effective for the Company commencing with its fiscal year end 2004 and is not expected to have a material impact on its results of operations or financial position.
Leopard Capital, Inc. | Page 13 of 18 | Form 10-QSB September 30, 2003 |
In November, 2002, the FASB issued FASB interpretation No. 45 ("FIN 45"), "Guarantor's Accounting and Disclosure Requirements for Guarantees, including indirect Guarantees of Indebtedness of Others, an interpretation of FASB statements 5, 57, 107 and rescission of FASB interpretation No. 34". FIN 45 requires recognition and measurement of guarantees entered into or modified beginning on January 1, 2003 and requires expanded disclosure of guarantees as at December 31, 2002. The Company has determined that the adoption of FIN 45 did not have a material impact on its results of operations or financial position.
In December 2002, the FASB issued Statement of Financial Accounting Standards No. 148, ("SFAS 148"), "Accounting for Stock-Based Compensation - Transition and Disclosure, an amendment of FASB Statement No. 123". SFAS 148 provided alternative methods for voluntary transition to the fair value based method of accounting for stock-based employees compensation. SFAS 148 also requires that disclosures of the pro forma effect of using the fair value method of accounting for stock-based employee compensation be displayed more prominently and in a tabular format. Additionally, SFAS 148 requires disclosure of the pro forma effect in interim financial statements. The transition and annual disclosure requirements of SFAS 148 are effective for the Company's fiscal year 2003. The interim disclosure requirements are effective for the second quarter of the Company's fiscal year 2003. The Company has determined that the adoption of SFAS 148 did not have a material effect on its results of operations or financial condition.
In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51", FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support form other parties. FIN 46 is effective for all new variable interest entities created or acquired after January 31, 2003. For variable interest entities created or acquired prior to February 1, 2003, the provisions of FIN 46 must be applied for the first interim or annual period beginning after June 15, 2003. The Company has determined that the adoption of FIN 46 will not have a material impact on its results of operations or financial position.
In May, 2003, the FASB issued Statement of Financial Accounting Standards No. 150, ("SFAS 150") "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). The requirements of SFAS 150 apply to issuers' classification and measurement of freestanding financial instruments, including those that comprise more than one option or forward contract. SFAS 150 does not apply to features that are embedded in a financial instrument that is not a derivative in its entirety. SFAS 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003, except for mandatory redeemable financial instruments of non-public entities. It is to be implemented by reporting the cumulative effect of a change in an accounting principle for financial instruments created before the issuance date of SFAS 150 and still existing at the beginning of the interim period of adoption. Restatement is not permitted. The Company has determined that the adoption of SFAS 150 is not expected to have an impact in its results of operations or financial position.
Leopard Capital, Inc. | Page 14 of 18 | Form 10-QSB September 30, 2003 |
In October 2002 and April 2003, respectively, FASB issued the following Statements of Financial Accounting Standards:
- No. 147, "Accounting of Certain Financial Institutions - an amendment of FASB Statements No. 72 and 44 and FASB Interpretation No. 9", and
-No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities".
The Company has determined that these will not have any relationship to the operations of financial position of the Company. Therefore, a description of each and their respective impact on the Company's operations have not been disclosed.
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 September 30, 2003, there were 560,362 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.
Leopard Capital, Inc. | Page 15 of 18 | Form 10-QSB September 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 16 of 18 | Form 10-QSB September 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 |
| | | |
| 31.1 | | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | | |
| 31.2 | | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | | |
| 32.1 | | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| | | |
| 32.2 | | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| | | |
(B) The Company did not file any reports on Form 8-K during the three month period ended September 30, 2003.
Subsequent to September 30, 2003, the Company filed on October 29, 2003, a Form 8-K dated October 29, 2003 to report that negotiations are underway between Leopard Capital Inc.'s majority shareholder, Hudson Capital Corporation, and a third party, to sell or transfer Hudson's control block of Leopard Capital Inc.'s common shares.
Leopard Capital Inc. | Page 17 of 18 | Form 10-QSB September 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.
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Terry G. Cook
PresidentDate: November 3, 2003
Leopard Capital Inc. | Page 18 of 18 | Form 10-QSB September 30, 2003 |