Leopard Capital, Inc. 10-QSB - 2nd Quarter Fiscal 2001

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE QUARTER ENDED

Suite U-13 Broadway Plaza, 601 W. Broadway, Vancouver, B.C. V5Z 4C2
(Address of principal executive offices

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, 2001, 5,479,577 shares of Common Stock, $.001 par value, of Leopard Capital Inc. were issued and outstanding.

F-1
*LEOPARD CAPITAL, INC.*
*(FORMERLY CANADIAN NORTHERN LITES, INC.)*
(A Development Stage Company)
BALANCE SHEET JUNE 30, 2001 AND DECEMBER 31, 2000


	June 30, 2001	Dec. 31, 2000
	(Unaudited)	(Unaudited)
ASSETS
CURRENT
Cash	$0	$0
Canadian goods and services tax receivable	0	0
Total current assets	0	0
INVESTMENT IN JOINT VENTURE	0	0
MINERAL PROPERTIES	0	0
Total assets	$0	$0
LIABILITIES AND SHAREHOLDERS' DEFICIT
LIABILITIES
CURRENT
Accounts payable	$0	$0
Advances payable to former subsidiary (Note 4)	0	4,300
Loan from shareholder	0	0
Total current liabilities	0	4,300
PROMISSORY NOTE PAYABLE	0	0
ADVANCES FROM SHAREHOLDERS (Note 4)	0	100,000
Total liabilities	0	104,300
SHAREHOLDERS' DEFICIT
Share capital (Note 3)	1,279,929	1,155,356
Deferred foreign currency translation loss	0	0
Deficit accumulated during the development stage	(1,279,929)	(1,259,656)
Total shareholders' equity (deficit)	0	(104,300)
Total liabilities and shareholders' deficit	$0	$0

(See accompanying notes)

F-2
*LEOPARD CAPITAL, INC.*
*(FORMERLY CANADIAN NORTHERN LITES, INC.)*
(A Development Stage Company)
STATEMENT OF OPERATIONS FOR THE QUARTER & SIX MONTHS ENDED JUNE 30, 2001 AND 2000
AND FROM INCEPTION ON JUNE 18, 1990 THROUGH JUNE 30, 2001

		For The	For The	For The	For The
		Three	Three	Six	Six
		Months	Months	Months	Months
	Cumulative	Ended	Ended	Ended	Ended
	Total Since	June 30,	June 30,	June 30,	June 30,
	Inception	2001	2000	2001	2000
	(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	45,496	4,877	(1,578)	4,877	(1,757)
Automobile	2,689	0	0	0	0
Bank charges and interest	2,185	0	18	0	35
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	905	0	1,511
Legal	145,208	0	1,004	0	2,511
Management and consulting fees	160,906	6,000	6,098	12000	10,226
Meals and entertainment	28	0	0	0	0
Office supplies and service	69,355	2,395	336	3022	336
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	3,898	374	450	374	601
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	574,513	13,646	7,233	20,273	13,463
LOSS BEFORE OTHER INCOME (LOSS)	(1,266,545)	(13,646)	(7,233)	(20,273)	(13,463)
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	($1,279,929)	($13,646)	($7,233)	($20,273)	($13,463)

(See accompanying notes)

F-5
*LEOPARD CAPITAL, INC.*
*(FORMERLY CANADIAN NORTHERN LITES, INC.)*
(A Development Stage Company)
STATEMENT OF SHAREHOLDERS' DEFICIT
FROM INCEPTION ON JUNE 18, 1990 THROUGH JUNE 30, 2001
(Unaudited)

					Deficit
					Accumulated
				Additional	During The
	Per			Paid-up	Development
Non-voting Common Stock	Share	Shares	Par Value	Capital	Stage
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)
Balance of voting common stock as at
December 31, 2000		765,240	$765	$1,051,013
Conversion of non-voting common stock to
voting common stock		1,600,000	$1,600	101,978
Issuance of Voting Common Stock on
April 15, 2001 to a company of which Leopard's
President is the President and a Director of the
company to repay an amount owing and valued
at the market value of the shares issued	0.04	3,000,000	3,000	117,000
Issuance of Voting Common Stock on
June 30, 2001 to a company of which Leopard's
President is the President and a Director of the
company to repay an amount owing and valued
at the market value of the shares issued	0.04	114,337	114	4,459
Balance of voting common stock as at
June 30, 2001		5,479,577	$5,479	$1,274,450


(See accompanying notes)

F-6
*LEOPARD CAPITAL, INC.*
*(FORMERLY CANADIAN NORTHERN LITES, INC.)*
(A Development Stage Company)
STATEMENT OF SHAREHOLDERS' DEFICIT
FROM INCEPTION ON JUNE 18, 1990 THROUGH JUNE 30, 2001
(Unaudited)

					Deficit
					Accumulated
				Additional	During The
	Per			Paid-up	Development
Non-voting Common Stock	Share	Shares	Par Value	Capital	Stage
Issuance of non-voting common shares
to a director 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

Net loss, year ended December 31, 2000					(23,587)
Balance of voting and non-voting common
stock at December 31, 2000		2,365,240	2,365	1,152,991	(1,259,656)

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
June 30, 2001		0	$0	$0

Net loss, six-months ended June 30, 2001					(20,273)
Balance of voting and non-voting common
stock at June 30, 2001		5,479,577	$5,479	$1,274,450	($1,279,929)


(See accompanying notes)

F-7
*LEOPARD CAPITAL, INC.*
*(FORMERLY CANADIAN NORTHERN LITES, INC.)*
(A Development Stage Company)
STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000
AND FROM INCEPTION ON JUNE 18, 1990 THROUGH JUNE 30, 2001

			For the Six	For The Six
		Cumulative	Months	Months
		Total Since	Ending	Ending
		Inception	Jun. 30, 2001	Jun. 30, 2000
		(Unaudited)	(Unaudited)	(Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)		($1,278,929)	($20,273)	($13,463)
Items not involving an outlay of cash
Non-cash accounting services of a former director		2,000
Loss (gain) on disposal of capital assets		11,923	0	0
Write off of incorporation costs		794	0	0
Write down of investment in joint venture		60,463	0	0
Write down of development and property costs		442,529	0	0
Loss (gain) on cash settlements of accounts payable		2,260	0	0
Change in working capital items
Canadian goods and services tax receivable		(1,500)	0	1,367
Accounts payable increase before part of the
balance was settled by issuing shares		206,631	0	9,762
Net cash (used in) received from operating activities		(566,178)	(20,273)	(2,334)
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	86,730	20,273	1,423
Net cash from financing activities		1,057,048	20,273)	1,423
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	(911)
CASH AT BEGINNING OF YEAR		0	0	2,083
FOREIGN CURRENCY TRANSLATION GAIN (LOSS)		0	0	0
CASH AT END OF YEAR		$0	$0	$1,172


SUPPLEMENTAL SCHEDULE OF NONCASH
INVESTING AND FINANCING ACTIVITIES

SHARES ISSUED TO REPAY CURRENT AND
LONG-TERM DEBT
Par value		$13,967	$3,114
Additional paid up capital		971,996	121,459
Total		$985,963	$124,573

DEBT REPAID
Accounts payable		$124,391
Advances from shareholders		840,131	$120,273
Gain on settlement of debt		2,260
Loan from shareholder		14,016
Promissory note payable issued for property		865
Advances from former subsidiary		4,300	4,300
Total debt repaid		985,963	$124,573


(See accompanying notes)

F-8
*LEOPARD CAPITAL, INC.*
*(FORMERLY CANADIAN NORTHERN LITES, INC.)*
(A Development Stage Company)
CONDENSED NOTES TO JUNE 30, 2001 FINANCIAL STATEMENTS
(Unaudited)


1.	BASIS OF FINANCIAL STATEMENT PRESENTATION

	The financial statements have been prepared by LEOPARD CAPITAL, INC. (formerly
	CANADIAN NORTHERN LITES 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 10KSB for the fiscal year ended December 31, 2000. The
	results of operations for the period ended June 30, 2001 are not necessarily indicative of operating
	results for the fiscal year.


2.	COMPARATIVE FIGURES

	The comparative figures as shown for the quarter and six-months ending June 30, 2000 are the
	consolidated financial results of the Company and its wholly-owned subsidiary. As a result of the
	December 1, 2000 spin-off of this subsidiary, the financial results for the six-months ending
	June 30, 2001do not include this former subsidiary.


3.	SHARE CAPITAL

	(a)	Authorized Share Capital

		Canadian Northern Lites' authorized share capital consisted of 100,000,000 shares with a par
		value of $.001. In the May 2, 2000 annual general meeting, the authorized share capital was
		increased to 200,000,000 shares with a par value of $.001 and the directors were given the ability
		to determine the voting rights, the dividend rate, redemption price, liquidation rights, conversion
		rights and any other rights as allowed by the laws of Texas when issuing the shares.

		After the merger with Leopard Capital Inc., the authorized share capital consisted of 100,000,000
		shares with a par value of $.001. The shareholders of Leopard Capital Inc. passed a resolution to
		amend the Articles of Incorporation to increase the authorized share capital to 200,000,000
		shares with a par value of $.001 per share. This change in authorize share capital, which was
		done to be consistent with the changed authorized share capital of Canadian Northern Lites, Inc.
		before the merger, allows the directors to determine, at the time of issue, the voting rights, the
		dividend rate, redemption price, liquidation rights, conversion rights and any other rights as
		allowed by the laws of Nevada.

F-9
*LEOPARD CAPITAL, INC.*
*(FORMERLY CANADIAN NORTHERN LITES, INC.)*
(A Development Stage Company)
CONDENSED NOTES TO JUNE 30, 2001 FINANCIAL STATEMENTS
(Unaudited)


3.	SHARE CAPITAL (Continued)

	(b)	Issued and Outstanding
			# of Shares	Paid Up Capital

Jun. 30, 2001	Jun. 30, 2000	Jun. 30, 2001	Jun. 30, 2000
		Voting common shares
			Par value			$5,479	$605
			Additional paid-up capital			1,274,450	994,836
			Total	5,479,577	605,240	1,279,929	995,441
		Non-voting common shares
			Par value	0	0	0	0
			Additional paid-up capital	0	0	0	0
			Total	0	0	0	0
		Total		5,479,577	605,240	$1,279,929	$995,441

		The June 30, 2000 number of Voting Common shares, par value and additional paid-up capital
		have been retroactively adjusted for the December 1, 2000 reverse stock split.


	(c)	Net Earnings (Loss) Per Share

						Jun. 30, 2001	Jun. 30, 2000
		Net earnings (loss)				($20,273)	($6,230)
		Weighted number of common shares issued (after
			giving retroactive effect to December 1, 2000
			reverse stock split)			2,474,829	666,844

		Net earning (loss) per share				($0.01)	($0.01)

		Fully diluted net earnings (loss) per share are not presented because the Company has a net loss
		which makes the conversion anti-dilutive.

F-10
*LEOPARD CAPITAL, INC.*
*(FORMERLY CANADIAN NORTHERN LITES, INC.)*
(A Development Stage Company)
CONDENSED NOTES TO JUNE 30, 2001 FINANCIAL STATEMENTS
(Unaudited)


3.	SHARE CAPITAL (Continued)

	(d)	Warrants To Purchase Shares

		On October 25, 2000 the Company issued warrants to purchase 20,000,000 Non-Voting Common
		Shares at $.01 per share until October 25, 2003 to the holders of the non-voting common shares.
		As a result of the reverse stock split effective December 1, 2000, the warrants were adjusted to
		purchase 800,000 non-voting common shares at $.25 per share. On January 4, 2001, these
		warrants were cancelled as part of the agreement to convert Non-Voting Shares to Voting Shares
		(Note 4-c).


4.	RELATED PARTIES

	(a)	Advances From Former Subsidiary

		The amount due to the former subsidiary was unsecured, non-interest bearing and has no
		specific terms of repayment. The balance at June 30, 2001 was $0.

	(b)	Advances From Shareholders

		The amount due to the shareholders is unsecured, non-interest bearing and has no specific terms
		of repayment. A portion of these amounts were repaid by the issue of share capital on
		October 25, 2000 with a balance of $100,000 remaining. Due to accrued management fees and
		miscellaneous expenses this balance increased until it was paid in full by means of a $120,000
		issue of Common Stock on April 15, 2001 and a $4,573 issue of Common Stock on
		June 30, 2001. The balance at June 30, 2001 was $0.

	(c)	Conversion Of Non-Voting Shares to Voting Shares

		In order to simplify the Company's share structure, the Company on January 4, 2001 converted
		the 1,600,000 outstanding Non-Voting Common Shares issued on October 25, 2000 to Hudson
		Capital Corporation, a company controlled by T.G. Cook, President and Director of the
		Company, to Voting Common Shares.

		As part consideration for this conversion from Non-Voting to Voting Stock, Hudson Capital
		Corporation forfeited the warrants it held to purchase 800,000 Non-Voting Common Shares of
		the Company and these warrants were cancelled.

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.

The Company's primary activity for the quarter ended June 30, 2001 has been to seek, investigate and, if such investigation warrants, acquire controlling interest in business opportunities presented to it by persons or firms involved in any appropriate business who wish to seek the advantages of being acquired by the Company.

In view of the Company's very limited capital, Company management will continue to seek out potential joint-venture partners with capital and expertise. At present management is not aware of any joint-venture proposals offered to the Company.

The Company has not conducted any product research and development and currently has no plans to conduct any product research and development. Management is not aware of any expected purchase or sale of any plant or of any significant equipment. Management is not aware of any expected significant changes in the number of employees.

In order to simplify the Company's share structure, the Company on January 4, 2001 converted the 1,600,000 outstanding Non-Voting Common Shares issued on October 25, 2000 to Hudson Capital Corporation, a company controlled by T.G. Cook, President and Director of the Company, to Voting Common Shares. As part consideration for this conversion from Non-Voting to Voting Stock, Hudson Capital Corporation forfeited the warrants it held to purchase 800,000 Non-Voting Common Shares of the Company and the warrants were cancelled.

The Company issued, on April 15, 2001, 3,000,000 shares of Voting Common Stock with a par value of $.001 to a company of which Leopard's President is the President and a Director of the company for total proceeds of $120,000. The proceeds from this issue were used to repay advances from shareholders.

The Company issued, on June 30, 2001, 114,337 shares of Voting Common Stock with a par value of $.001 to a company of which Leopard's President is the President and a Director of the company for total proceeds of $4,573. The proceeds from this issue were used to repay advances from shareholders.

The Company's cash position at June 30, 2001 was $0, compared to $0 at December 31, 2000.

At June 30, 2001, the Company had a working capital position of $0, compared to ($4,300) at December 31, 2000.

The Company had no revenue for the quarter and six-month period ended June 30, 2001 compared to no revenue for the quarter and six-month period ended June 30, 2000.

The Company recorded a net loss of ($13,646) for the quarter ended June 30, 2001 and a net loss of ($20,273) for the six-month period ended June 30, 2001 compared to a net loss of ($7,233) for the quarter ended June 30, 2000 and a net loss of ($13,463) for the six-month period ended June 30, 2000.

The Company incurred administrative expenses of $13,646 for the quarter ended June 30, 2001 and administrative expenses of $20,273 for the six-month period ended June 30, 2001 compared to $7,233 for the quarter ended June 30, 2000 and $13,463 for the six-month period ended June 30, 2000.

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.

The Company's authorized capital is 200,000,000 shares of common stock with $0.001 par value. As of June 30, 2001, there were 5,479,577 shares of Voting Common Stock issued and outstanding, reflecting the conversion of 1,600,000 shares of Non-Voting Common Stock to the same number of shares of Voting Common Stock, effective January 4, 2001, as described in 4(c) in the Condensed Notes To June 30, 2001 Financial Statements, and reflecting the Company's issue on April 15, 2001, of 3,000,000 shares of Voting Common Stock and the Company's issue on June 30, 2001 of 114,337 shares of Voting Common Stock with a par value of $.001 to a company of which Leopard's President is the President and a Director of the company for total proceeds of $124,573. The proceeds from this issue were used to repay advances from shareholders.

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.

(B) The Company did not file any reports on Form 8-K during the three month period ended June 30, 2000.

In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized

Nevada, USA	98-0348086
(State or other Jurisdiction	(IRS Employer Identification No.)
of Incorporation or Organization)



*LEOPARD CAPITAL, INC.*
*(FORMERLY CANADIAN NORTHERN LITES, INC.)*
FINANCIAL STATEMENTS JUNE 30, 2001
(UNAUDITED)


Balance Sheet As Of June 30, 2001 And December 31, 2000		F-1

Statements Of Operations For The Quarter & Six-Months Ended June 30, 2001 And 2000
	And From Inception Through June 30, 2001	F-2

Statement Of Shareholders' Deficit
	From Inception On June 18, 1990 Through June 30, 2001	F-3 to F-6

Statement Of Cash Flows For The Six-Months Ended June 30, 2001 And 2000
	And From Inception Through June 30, 2001	F-7

Condensed Notes To June 30, 2001 Financial Statements		F-8 to F-10

F-3
*LEOPARD CAPITAL, INC.*
*(FORMERLY CANADIAN NORTHERN LITES, INC.)*
(A Development Stage Company)
STATEMENT OF SHAREHOLDERS' DEFICIT
FROM INCEPTION ON JUNE 18, 1990 THROUGH JUNE 30, 2001
(Unaudited)

					Deficit
					Accumulated
				Additional	During The
	Per			Paid-up	Development
Non-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	1.2800	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	0.1500	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.*
*(FORMERLY CANADIAN NORTHERN LITES, INC.)*
(A Development Stage Company)
STATEMENT OF SHAREHOLDERS' DEFICIT
FROM INCEPTION ON JUNE 18, 1990 THROUGH JUNE 30, 2001
(Unaudited)

					Deficit
					Accumulated
				Additional	During The
	Per			Paid-up	Development
Non-voting Common Stock	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	$0.1700	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	0.1200	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	0.0600	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)


(See accompanying notes)