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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): Dec 1, 2000
Leopard Capital, Inc.
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(Exact name of registrant as specified in charter)
Nevada 000-30644 76-048710
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
Suite U-13 601-W.Broadway, Vancouver,B.C. V5Z-4C2
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(Address of Principal Executive Offices) (Postal Code)
Registrant's telephone number, including area code: (604) 879-9001
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Canadian Northern Lites, Inc.
Suite U-13 601-W.Broadway,
Vancouver,B.C.V5Z-4C2
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
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DISTRIBUTION OF DAKOTA MINING & EXPLORATION, LTD. SHARES TO LEOPARD CAPITAL,
INC. SHAREHOLDERS.
The Company's Board of Directors has determined that it would be in the best
interest of the Company and its stockholders to distribute to the Company's
shareholders as of the Record Date , on a pro-rata basis, all of the outstanding
shares of Dakota Mining & Exploration Ltd. (a wholly-owned subsidiary of Leopard
Capital, Inc.) (abbreviated to "Dakota"). This type of transaction is commonly
referred to as a "spinoff". Following this spin-off, the Company will no longer
own any shares of Dakota. The Company intends to register Dakota so that it will
be a fully independent, publicly traded company registered under the Securities
and Exchange Act of 1934. The shares distributed to Company stockholders will
not be registered under the Securities Act of 1933 or Canadian Securities laws.
The Board of Directors of the Corporation has fixed the close of business on
December 1, 2000, as the record date for determination of the shareholders of
record as set forth herein (the "Record Date").
The share distribution of Dakota common stock is based upon shares owned in the
Company after taking account the one for twenty-five reverse stock split
discussed in (5) below.
The spin-off will be effected by distributing Dakota's common stock (whether
voting or non-voting) to each stockholder in the Company as follows: Company
shareholders holding non-voting shares will receive 2,369,826 Class C non-voting
Dakota shares; and, Company shareholders holding voting shares will receive
1,265,710 Class A voting Dakota shares. As a result of the foregoing
reorganization, the Company's shareholders will receive 3,635,536 shares of
Dakota Common Stock, which will represent 100% of the then outstanding shares of
Dakota. The distribution will be payable to Company stockholders as of the
Record Date, upon completion of necessary requirements to register such
distribution with the U.S. Securities & Exchange Commission and/or applicable
"Blue Sky" or Canadian Law (the "registration").
Details of the above plan to distribute 100% of the shares of Dakota Mining &
Exploration Ltd. to Leopard's shareholders are incorporated by reference to the
Company's Information Statement filed at the Securities and Exchange Commission
on December 7, 2000,
Item 5 Other Events
Reverse Split
The Company's Board of Directors and holders of more than a majority of its
voting common stock have determined that it would be in the best interest of
Leopard Capital, Inc. and its stockholders to consummate a reverse split of the
Company's shares (whether voting or non-voting) such that for every 25 common
shares of Leopard Capital, Inc. currently held, a shareholder would receive 1
new share (25 old shares exchanged for 1 new share).
The Board of Directors of the Corporation has fixed the close of business on
December 1, 2000, as the record date for determination of the shareholders of
record as set forth herein (the "Record Date").
Effective the Record Date, the Board of Directors approved a reverse stock split
of 1 share for every 25 shares then held, such that each 25 issued and
outstanding shares of the stock of the Company, $0.001 par value share, were
exchanged, in a tax-free transaction, into 1 share of stock, $0.001 par value.
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. As a result of this reverse split, the
total amount of the issued and outstanding voting stock of the Company will be
reduced from 19,131,000 to 765,240. In addition the Company's outstanding
non-voting common stock will be reduced in the same proportion, that is,
40,000,000 shares outstanding reduced to 1,600,000 shares outstanding. In
addition the 3 year warrants to purchase 20,000,000 non-voting common shares at
$0.01 per share will be reduced to warrants to purchase 800,000 non-voting
shares with a concomitant increase in the exercise price to $0.25 per share.
Upon the record date each outstanding share of the Company will automatically be
converted into one-twenty-fifth share and the outstanding warrants will be
converted to warrants to purchase one-twenty-fifth as many shares as prior to
this reverse split.
Details of the above Reverse Split are incorporated by reference to the
Company's Information Statement filed at the Securities and Exchange Commission
on December 7, 2000,
Item 7. Financial Statements and Exhibits.
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Financial Statements are incorporated by reference to the 10KSB filed April 13,
2000 for Leopard Capital, Inc. (formerly Canadian Northern Lites, Inc.), and
containing audited financial statements for the year ending December 31, 1999,
and for the year ending December 31, 1998; and by reference to the 10QSB filed
November 15, 2000 containing unaudited financial statements for the nine months
ended September 30, 2000.
Financial Statements for Dakota Mining & Exploration Ltd.are incorporated by
reference to the DEFR-14C filed December 7, 2000 for Leopard Capital, Inc., and
containing audited financial statements for the year ending January 31, 2000,
and for the year ending January 31, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Leopard Capital, Inc.
/s/ T.G.Cook
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Name: T.G.Cook
Title: President
Dated: December 12, 2000
