10SB12G/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-SB
AMENDMENT #1

GENERAL FORM FOR REGISTRATION OF
SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of The Securities Exchange Act of 1934

Commission File Number 0-50096

COUGAR HOLDINGS INC.
(Name of small business issuer in its charter)

Nevada (State or jurisdiction of incorporation or
organization) 46-0484576 I.R.S. Employer Identification No.

10655 NE 4th Street, Suite 400
Bellevue, WA 98004
(Address of principal executive offices)

Issuers telephone number (604) 879-9001

Securities to be registered pursuant to Section 12(b) of the Act.

Title of each class None Name of each exchange on which registered None

Securities to be registered pursuant to Section 12(g) of the Act.

200,000,000 shares of common stock, $.001 par value
(Title of Class)

Table of Contents
		Page
PART I
Item 1.	Description of Business	3
Item 2.	Management's Discussion and Analysis or Plan of Operation	10
Item 3.	Description of Property	14
Item 4.	Security Ownership of Certain Beneficial Owners and Management	15
Item 5.	Directors and Executive Officers, Promoters and Control Persons	16
Item 6.	Executive Compensation	17
Item 7.	Certain Relationships and Related Transactions	18
Item 8.	Description of Securities	19
PART II
Item 1.	Market Price of and Dividends on the Registrant's Common
	Equity and Related Stockholder Matters	20
Item 2.	Legal Proceedings	20
Item 3.	Changes in and Disagreements with Accountants	20
Item 4.	Recent Sales of Unregistered Securities	21
Item 5.	Indemnification of Directors and Officers	21
PART F/S
Item 1.	Audited Financial Statements (Year ended June 30, 2002)	21
Item 2.	Unaudited Financial Statements (Three months ended September 30, 2002)	35
Item 3.	Unaudited Financial Statements (Six months ended December 31, 2002)	40
PART III
Item 1.	Index to Exhibits	25
Item 2.	Description of Exhibits	25
SIGNATURES
	Signatures	25
CERTIFICATIONS
	Certifications	26

Page 2

PART I

Item 1. Description of Business

Business Development

Cougar Holdings Inc. was incorporated in the State of Nevada on June 2, 1999.  We are an exploration stage company engaged in the exploration of 3 mining properties.  We maintain our statutory registered agent's office at 1000 East William Street, Suite 204, Carson City, Nevada, and our business office is 10655 NE 4th Street, Suite 400, Bellevue, WA, 98004. Our telephone number is (604) 879-9001.

Business of Registrant

General

We are an exploration stage company formed to explore our three properties in Canada for the presence of gemstones. Activities to date have consisted solely of the staking of mining claims.  We have not yet developed any mining properties into a producing mine, nor have we earned revenue from any of the properties.  There is no assurance that a commercially viable mineral deposit exists on our property.  Exploration will be required before a final evaluation as to the economic feasibility is determined.

We have interests in three properties which we may explore.  The three interests consist of a 100% interest in each of the WCT1, WC1 and WC2 mineral properties located near the city of Vernon, British Columbia, Canada.  None of our properties contain a known commercially viable deposit suitable for mining.

Mineral Claims

The WCT1 Claim - Vernon area, southeastern British Columbia

The WCT1 is not a producing property.  It is currently dormant.  We have, to date, no revenue from mining operations on The WCT1 claim.

The WC1 claim was staked on January 25, 2002.

The WCT1 claim consists of the following mineral claim, located within the Vernon Mining District:

Claim Name	Tenure Number	Units	Record Date
WCT1	391700	20	01/31/02

The WCT1 claim is recorded in Mr. Cook's name and held in trust for Cougar Holdings, Inc. by Mr. Cook in order to minimize fees.  Terry G. Cook has no interest whatsoever in the said mineral claims other than that of a bare trustee.  Any distribution whether income or capital and whether in cash or otherwise, and any rights in respect of the mineral claim do not in any manner belong to Terry G. Cook, but are the property of Cougar Holdings, Inc.

Terry G Cook will deliver full title on demand to Cougar Holdings, Inc. for as long as the claim is in good standing with the Province of British Columbia.

Page 3

The WC1 and WC2 Claims

The WC1 and WC2 claims are not producing properties.  They are both currently dormant.  We have, to date, no revenue from mining operations on the WC1 and WC2 claims.

The WC1 claim was staked on January 26, 2002 and the WC2 claim was staked on January 27, 2002.

The WC1 and WC2 claims consist of the following mineral claims, located within the Vernon Mining District:

Claim Name	Tenure Number	Units	Record Date
WC1	391701	20	01/31/02
WC2	391702	20	01/31/02

The WC1 and WC2 claims are recorded in Mr. Cook's name and held in trust for Cougar Holdings Inc. by Mr. Cook in order to minimize fees.  Terry G. Cook has no interest whatsoever in the said mineral claims other than that of a bare trustee.  Any distribution whether income or capital and whether in cash or otherwise, and any rights in respect of the mineral claim do not in any manner belong to Terry G. Cook, but are the property of Cougar Holdings, Inc.

Terry G Cook will deliver full title on demand to Cougar Holdings, Inc. for as long as the claim is in good standing with the Province of British Columbia.

Background

All Canadian lands and minerals which have not been granted to private persons are owned by either the federal or provincial governments in the name of Her Majesty.  Ungranted minerals are commonly known as Crown minerals.  Ownership rights to Crown minerals are vested by the Canadian Constitution in the province where the minerals are located.  In the case of the Company's property, that is the province of British Columbia.  In the 19th century the practice of reserving the minerals from fee simple Crown grants was established.  Legislation now ensures that minerals are reserved from Crown land dispositions.  The result is that the Crown is the largest mineral owner in Canada, both as the fee simple owner of Crown lands and through mineral reservations in Crown grants.  Most privately held mineral titles are acquired directly from the Crown.  The Company's three properties are examples of such acquisitions.  Accordingly, fee simple title to the Company's properties resides with the Crown.  The Company's claims are mining leases issued pursuant to the British Columbia Mineral Act.  The lessee has exclusive rights to mine and recover all of the minerals contained within the surface boundaries of the lease continued vertically downward.

According to the Mineral Tenure Act of British Columbia, a mineral claim may be held for one year and thereafter from year to year.  In order to maintain a mineral lease the holder of the lease must, on or before the anniversary date, spend $100 Canadian (currently $63 USD as of Dec. 31, 2002) each year per unit leased during the first three 1 year terms; and $200 Canadian (currently $126 USD as of Dec. 31, 2002) each year per unit for subsequent 1 year terms.  The required expenditure can be in the form of expenditures on exploration or can be in the form of a direct payment to the Province of British Columbia.  If in any year, the required exploration work expenditure is not completed and filed with the Province prior to the lease expiry date, or if a payment is not made to the Province of British Columbia in lieu of the required work prior to the lease expiry date, the mineral claims will lapse.  A maximum of ten years of work credit may be filed on a claim.

The WCT1 lease expires on January 25, 2003, the WC1 lease expires on January 26, 2003 and the WC2 lease expires on January 27, 2003. The three mineral leases each consist of 20 units for a total of 60 units.  The extension of these leases for another 1 year period therefore requires an expenditure of $6,000 Canadian (currently $3,798 USD as of Dec. 31, 2002) or $2,000 Canadian (currently $1,266 USD as of Dec. 31, 2002) per claim for exploration work, plus the payment of a recording fee; or a direct payment of the same amount to the Province of British Columbia.

The property is unencumbered and there are no competitive conditions which affect the property.  Further, there is no insurance covering the property and we believe that no insurance is necessary since the property is unimproved and contains no buildings or improvements.

To date we have not performed any work on the property.  We are presently in the exploration stage and we cannot guaranty that a commercially viable mineral deposit, a reserve, exists in the property until exploration is done and a comprehensive evaluation concludes economic feasibility.

None of the Directors or Officers of the Company have any experience in the area of mineral exploration or mining in general.  The inexperience of the Company's management in the mining field is an important risk factor that should be carefully considered by anyone considering an investment in the Company.

Page 4

WCT1 Mineral Claim

Location and Access

The WCT1 claim is a Four-Post Mineral claim located 23 kilometers north of Vernon and 15 kilometers south of Falkland in the Okanagan region of south-central British Columbia.  The claim rests on the Thompson Plateau at 50 degrees 22 minutes 27 seconds North Latitude and 119 degrees 35 minutes 17 seconds West Longitude near the headwaters of Ewers Creek. Ewers Creek flows east 8.5 kilometers where it joins Equesis Creek (Six Mile Creek) south to the north arm of Okanagan Lake.  Siwash Rock Mountain and Pinaus Lake lie 4.5 kilometer northeast and 6 kilometers north of the claims respectively.

Access to the claim is gained by driving south on Westside Road to Six Mile Road, 10.3 kilometers to the McGregor Main Logging Road and west 13.5 kilometers to the southern part of the claim.

Topography and Physiography

The topographic relief is steep on the west and northern half of the property as it lies at or near the bottom of the Ewers Creek Canyon.  From here the terrain rises in a series of vertical cliffs 25 - 50 meters in height.

Property History

No history of any note has been found regarding the area covering the WCT1 claim.

Property Geology

The WCT1 claim is situated in the southern end of a large Tertiary Basin, 30 kilometers wide and 150 kilometers long, stretching from Trepanier on the west side of Okanagan Lake northwest to the South Thompson River just east of Kamloops.  This basin overlie the paleosufaces of the Thompson Group.

The WCT1 claim is underlain by the volcanic and sedimentary rocks of the Kamloops Group with the dominant lithology located as outcrop on the property being the basal members of the Tranquille Formation of the Kamloops Group.  An angular unconformity found in Ewer Creek canyon marks the paleosuface of the Upper Paleozoic sedimentary and volcanics of the Harper Ranch Group on which the Kamloops Group is laid.  This unconformity dips gently to the west at about 10 degrees.

WC1 and WC2 Mineral Claims

Location and Access

The WC1 and WC2 claims are Four-Post Mineral claims located 21 kilometers north of Vernon and 16 kilometers south southwest of Falkland in the Okanagan region of south-central British Columbia.  The claims rest on the Thompson Plateau centered at 50 degrees 21 minutes 27 seconds North Latitude and 119 degrees 31 minutes 17 seconds West Longitude (UTM Co-Ordinates 5581000 N. 320000 E.) near Ewers Creek. Ewers Creek flows east 2.5 kilometers where it joins Equesis Creek (Six-Mile Creek) south to the north arm of Okanagan Lake.  Siwash Rock Mountain and Pinaus Lake lie 1.0 kilometer north and 7 kilometers northwest of the claims respectively.

Access to the claim is gained by driving south on Westside Road to Six Mile Road, 10.3 kilometers to the McGregor Main Logging Road and west 7.0 kilometers to the central part of the claim.

Page 5

Topography and Physiography

The topographic relief throughout most of the claims is steep as a result of the two large canyons housing Ewer and McGregor Creeks. The northern half of the WC1 property lies at or near the bottom of the Ewers Creek Canyon.  From here the terrain rises in a series of vertical cliffs 10 - 20 meters in height from an elevation of 875 meters (2400 ft.) above sea level to the gently rolling Thompson Plateau with a maximum elevation of 1433 meters (4700 ft.) on the southern edge of the WC2 claim.

Vegetation includes birch, spruce and minor hemlock and cedar, with local areas containing the typical open bush and dry grass of the Okanagan Valley.  Exploration is arduous largely due to the topography.  The WC1 and WC2 claims involve a significant amount of terrain that consists of steep slopes. that rise 20 to 50 feet in height., often at a steep incline.

Complicating the difficult terrain is the fact that much of the land has been previously logged, leaving behind tag alder and willow deadfall, cut by previous logging crews.  This deadfall ,or fallen trees, is 5 to 20 feet high in much of the property, making it very difficult, and sometimes dangerous to walk the properties, particularly in areas where there are steep inclines. In some areas it is difficult if not impossible to traverse side hill.

To strip portions of these lands of deadfall and establish solid paths for walking and examination of outcroppings by an exploration crew it will likely involve the use of a caterpillar.  This work by a caterpillar is likely to be slow and therefore involve a significant expenditure by the Company.

Property History

No history of any note has been found regarding the area covering the WC1 and WC2 claims.

Property Geology

The WC1 and WC2 claims are situated in the Quesnel Terrain or Quesnellia; the most eastern of the clearly allochthonous terranes in the Canadian Cordillera.  This Quesnel Terrane lies in the eastern Intermontane belt between the metamorphic Omineca Crystalline Belt on the east and the oceanic rocks of the Cache Creek Terrane to the west.  It occupies the lowest consists of two parts; the Harper Ranch Subterrane to the northwest and the Okanagan Subterrane to the southeast.  The Harper Ranch Group occupies the lowest recognized stratigraphic unit of Quesnellia.

The Harper Ranch Subterrane includes Paleozoic arc-volcanic, limestone, clastic rocks containing highly altered andesites, volcanoclastics and associated mudstones, argillites and massive limestone originally mapped as the eastern facies of the Cache Creek Group by Jones (1949). Subsequent mapping and stratigraphy work by Smith (1976), following Sada and Danner's (1976) reference to the Harper Ranch beds, gave it the name of the Harper Ranch Group.

The southern half of the WC2 claim exposes a portion of the eastern side of a large Tertiary Basin, 30 kilometers wide and 150 kilometers long, stretching from Trepanier on the west side of Okanagan Lake northwest to the South Thompson River just east of Kamloops.

The geology of the WC1 and WC2 claims consist largely of the volcanics and associated volcanoclastic lapilli tuffs with minor calcareous argillites of the Carboniferous / Permian Harper Ranch Group.  An unconformity marks the paleosurface of the Harper Ranch Group onto which the volcanoclastic sediments of the Tranquille Formation and the basalt / andesites of the Dewdrop Formation of the Kamloops Group is laid.  This unconformity dips to the west at 10 degrees transect the WC2 claim in a northwest-southeast direction.

A large portion of the WC1 and WC2 claims are underlain by the volcanic and sedmentary rocks of the Harper Ranch Group with the dominant lithology located as outcrop on the property being the andesite flows, top-flow breccias and associated lapilli tuffs.  General strike of these units is 340 degrees.  Two bands calcareous argillites with minor siltstones mark the sides of a tightly folded syncline whose axial plane strikes parallel to the general trend at 340 degrees and appears to plunge to the northwest.  The lapilli tuff and argillite unit on the western edge of the syncline is intensely deformed and it appears to be compressed from the west.  There was not enough outcrop exposure to ascertain predominate fault structures within the Harper Ranch Group but liniments see in air photos are possibly late faulting associated with a downthrow on the western side.  Ewer and McGregor Creeks follow old regional fault structures that are generally strike east-west.

 Page 6

Our Proposed Exploration Program

Our success depends upon finding mineralized material.  Mineralized material or deposit is a mineralized body which has been delineated by appropriate drilling and/or underground sampling to support a sufficient tonnage and average grade of metal(s).  Under SEC standards, such a deposit does not qualify as a reserve until a comprehensive evaluation, based upon unit cost, tonnage, grade, price, recoveries costs and other factors, concludes economic feasibility.  If we don't find mineralized material or we cannot remove mineralized material, either because we do not have the money to do it or because it is not economically feasible to do it, we will cease operations and you will lose your investment.

We have not begun Phase 1 of our exploration program as the Company does not have enough capital to complete Phase 1 and thus must first raise additional capital in order to proceed. The Company does not plan to begin Phase 1 until the additional funds needed have been secured.  We will need to raise additional funds from a private placement or loans.  At the present time, we have not made any plans to raise additional money and there is no assurance that we would be able to raise additional money in the future.  If we cannot raise additional money to complete Phase 1, we will have to suspend our exploration program.

Our cash and marketable securities at June 30, 2002 were $10,200, compared to our June 30, 2001 balance of $0.  The Company maintains its cash balances in an interest bearing account at one financial institution, Sterling Savings Bank, located in Point Roberts, Washington.  The balances are insured by the Federal Deposit Insurance Corporation up to $100,000.  At June 30, 2002, there were no uninsured cash balances.

Cougar had a working capital position of $10,200 at June 30, 2002, compared to our working capital position of $0 at June 30, 2001.  Operating cash flow was ($0) in fiscal 2002, compared to our negative operating cash flow of ($1,240) in fiscal 2001.

We have, for the past three years, financed our activities through advances and equity investments by our president.  The timing of such distributions was dependent on our requirements and the economic climate.  We anticipate having to raise additional funds by equity issuance in the next several years.  We do not expect to generate material revenue from mining operations, or to achieve self-sustaining commercial mining operations for several years.

The Company plans to fund its future operations through additional sales of its unregistered common stock as necessary, although there can be no assurance the Company will be successful in its efforts to sell its common stock.

We must conduct exploration to determine what amount of minerals, if any, exist on our properties and if any minerals which are found can be economically extracted and profitably processed.

Our property is undeveloped raw land.  Exploration and surveying has not yet been initiated.  To our knowledge, the property has never been mined.

We must explore for and find mineralized material.  After that has occurred we have to determine if it is economically feasible to remove the mineralized material.  Economically feasible means that the costs associated with the removal of the mineralized material will not exceed the price at which we can sell the mineralized material.  We cannot predict what that will be until we find mineralized material.  We do not know if we will find gemstones.  Our exploration program is designed to economically explore and evaluate our properties.  We do not claim to have any minerals or reserves whatsoever at this time on any of our properties.

We intend to implement an exploration program and intend to proceed in the following three phases:

Phase 1 will begin with research of the available geologic literature, personal interviews with geologists, mining engineers and others familiar with the prospect sites.

When the research is completed, our initial work will be augmented with geologic mapping, geophysical testing and geochemical testing of our claims.  If an apparent mineralized zone is identified and narrowed down to a specific area by the studies, we will begin trenching the area.

Trenches are generally approximately 150 ft. in length and 10-20 ft. wide.  These dimensions allow for a thorough examination of the surface of the vein structure types generally encountered in the area.  They also allow easier restoration of the land to its pre-exploration condition when we conclude our operations.  Once excavation of a trench is completed, samples are taken and then analyzed for economically potential minerals that are known to have occurred in the area.  Careful interpretation of this available data collected from the various tests aid in determining whether or not the prospect has current economic potential and whether exploration is warranted.

Phase 1 will take about 3 months and cost up to $20,000.

Page 7

Phase 2 involves an initial examination of the underground characteristics of the vein structure that was identified by Phase 1 of exploration.  Phase 2 is aimed at identifying any mineral deposits of potential economic importance.  The methods employed are:

 more extensive trenching
 more advanced geophysical work
 drift driving

Drift driving is the process of constructing a tunnel to take samples of minerals for testing.  Later, the tunnel can be used for mining minerals.  The geophysical work gives a general understanding of the location and extent of mineralization at depths that are unreachable by surface excavations and provides a target for more extensive trenching and core drilling.  Trenching identifies the continuity and extent of mineralization, if any, below the surface.  After a thorough analysis of the data collected in Phase 2, we will decide if the property warrants a Phase 3 study.

Phase 2 will take about 3 months and cost up to $40,000.

Phase 3 is aimed at precisely defining the depth, the width, the length, the tonnage and the value per ton of any mineral body.  This is accomplished through extensive drift driving.  Phase 3 will take about 6 months and cost up to $80,000.

The breakdown of estimated times and dollars for each phase was made by the board of directors.

We do not intend to interest other companies in the property if we find mineralized materials.  We intend to try to develop the reserves ourselves.

If we are unable to complete any phase of exploration because we do not have enough money, we will cease operations until we raise more money.  If we cannot or do not raise more money, we will cease operations.

We cannot provide you with a more detailed discussion of how our exploration program will work and what we expect will be our likelihood of success.  That is because we have a piece of raw land and we intend to look for gemstones.  We may or may not find any mineralized material.  We hope we do, but it is impossible to predict the likelihood of such an event.

We will not move on to a subsequent phase until the phase we are working on is completed.  We do not have any plan to take the Company from phase 3 exploration to revenue generation as it is impossible to project revenue generation at this stage.

Competitive Factors

The gemstone mining industry is fragmented.  We compete with other exploration companies looking for gemstones.  We are an infinitely small participant in the gemstone mining market.  While we compete with other exploration companies, there is no competition for the exploration or removal of mineral from our property.

We hold no material patents, licenses, franchises or concessions.

Regulations

Our mineral exploration program is subject to the Canadian Mineral Tenure Act Regulation.  This act sets forth rules for:

locating claims
posting claims
working claims
reporting work performed

We are also subject to the British Columbia Mineral Exploration Code which tells us how and where we can explore for minerals.  We must comply with these laws to operate our business.  Compliance with these rules and regulations will not adversely affect our operations.

Page 8

Environmental Law

We are also subject to the Health, Safety and Reclamation Code for Mines in British Columbia.  This code deals with environmental matters relating to the exploration and development of mining properties.  Its goals are to protect the environment through a series of regulations affecting:

1. Health and Safety
2. Archaeological Sites
3. Exploration Access

We are responsible for providing a safe working environment, to not disrupt archaeological sites, and to conduct our activities to prevent unnecessary damage to the property.

We will secure all necessary permits for exploration.  If development is warranted on the property, we will file final plans of operation before we start any mining operations.  We anticipate no discharge of water into active stream, creek, river, lake or any other body of water regulated by environmental law or regulation.  No endangered species will be disturbed.  Restoration of the disturbed land will be completed according to law.  All holes, pits and shafts will be sealed upon abandonment of the property.  It is difficult to estimate the cost of compliance with the environmental law since the full nature and extent of our proposed activities cannot be determined until we start our operations and know what that will involve from an environmental standpoint.  It is, however, important to recognize that if the properties were abandoned, and if any physical activity, such as trenching has taken place then by the terms of the Mineral Tenure Act of British Columbia, the Company would be responsible for remediation (i.e. responsible for returning the lands to their original state).  Inspectors for the B.C. Mining Division determine on a case-by-case basis the amount of any bond or other form of security that an exploration company must put up to ensure compliance with government remediation requirements. The amount cannot be estimated until a detailed work program is finalized and reviewed by the Mining Division.

We are in compliance with the act and will continue to comply with the act in the future.  We believe that compliance with the act will not adversely affect our business operations in the future.

Employees

At present, we have no full or part-time employees.  Cougar is presently managed by Terry G. Cook and Cam Dalgliesh, our officers and directors.  Messrs. Cook and Dalgliesh do not have employment agreements with us.  Mr. Cook devotes approximately 25% of his time to our operations and Mr. Dalgliesh devotes approximately 5% of his time to our operations.  We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future.  There are presently no personal benefits available to any employees.  Initially, we intend to use the services of subcontractors for manual labor exploration work on our properties.

Reports to Security Holders

After we complete this registration, we will not be required to furnish you with an annual report and we will not be voluntarily sending you an annual report.  Our annual reports will include audited financial statements.  Shareholders wishing to receive an annual report may request one by contacting our principal executive offices.

We will be required to file reports with the SEC under section 15(d) of the Securities Act.  The reports will be filed electronically. The reports we will be required to file are Forms 10-KSB, 10-QSB, and 8-K.

You may read copies of any materials we file with the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549.  You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  The SEC also maintains an Internet site that will contain copies of the reports we file electronically.  The address for the SEC website is http://www.sec.gov.

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Item 2. Management's Discussion and Analysis or Plan of Operation

This discussion contains forward looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed in this registration as we are an exploration stage company with no operations to date. Our ability to conduct an exploration program is subject to substantial risks.

The information in this Management's Discussion is current as of December 31, 2002.

Cougar Holdings is incorporated in the state of Nevada. Cougar owns mineral claims that it wishes to explore.

We have not begun Phase 1 of our exploration program as the Company does not have enough capital to complete Phase 1 and thus must first raise additional capital in order to proceed. The Company does not plan to begin Phase 1 until the additional funds needed have been secured.

Regardless of when Phase 1 of our exploration program is started, we will have to raise additional operating capital within the next 12 months, either in the form of an advance or an equity investment by our President or in the form of equity investment by outside investors. Based on actual Fiscal 2002 operating expenses plus an estimate of accounting and legal fees for the next 12 months, we estimate that the Company needs an infusion of $10,000 in operating capital within the next 12 months. Failure to raise enough operating capital within the next 12 months in order to pay our estimated operating expenses would mean that Cougar Holdings would have to cease operations.

In order to proceed with Phase 1 of the exploration program an additional $20,000 of capital must be raised either as a cash investment by our President or as an equity investment by outside investors. Total capital that must be raised in order to operate for another 12 months and to start and complete Phase 1 of the exploration program is therefore $30,000.

Our auditors have issued a going concern opinion. This means that our auditors believe there is doubt that we can continue to operate as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated for the foreseeable future. Our only source for cash at this time is investments by others in our company. We must raise cash to implement our project and stay in business.

There is no assurance that we will be able to raise enough money to stay in business. Whatever money we do raise will be applied firstly to exploration and secondly to administrative expenses. We will likely have to find alternative sources of money, like a public offering, a private placement of securities or loans from our officers or others.

We have minimal cash and have not yet developed any producing mines. We have no history of earnings. There can be no assurance that we will be profitable. Since we have been an exploration stage company since inception and have not generated revenues, we operate with minimal overhead.

There are no preliminary agreements or understandings between Cougar Holdings and its officers and directors, or affiliates, or lending institutions with respect to any loan agreements.

There are no plans, proposals, arrangements or understandings with respect to the sale or issuance of additional securities by Cougar Holdings.

We are currently seeking full-reporting status with the U.S. Securities & Exchange Commission, so that Cougar may be in a significantly better position to attract equity capital.  Future equity financing may result in substantial dilution to purchasers.

Management continues to assess the viability of exploration on our existing mineral properties, namely: the WCT1, WC1, and WC2 properties in southeastern British Columbia in which we hold a 100% interest.  Work to date involves prospecting, by a professional geologist, on all three properties: WCT1, WC1 and WC2.

Our geologist, William E. Lumley B. SC., is a consulting geologist residing in Vancouver, B.C., Canada.  Mr. Lumley has been practicing his profession for the past 25 years in Canada, United States and Internationally.  Mr. Lumley graduated from the University of Waterloo, Ontario, Canada with a Bachelor of Science Degree in Geology.

Page 10

With respect to the WCT1 property, nine distinct geological units were recognized in the course of prospecting and a total of 7 rock samples were taken.  These were assayed for any economic minerals.  The most mafic endmember of the volcanic group, referred to as Unit 2, was anomalous in Ni/Co/Cr.  No other samples were anomalous.  While no economic minerals have been found in the prospecting performed to date on the WCT1 property, the prospecting geologist concluded that future exploration should be concentrated on the eastern half of the WCT1 claim.  Within the altered red and purple colored lahar and lapilli tuff found on the eastern boundary of WCT1, there is abundant agate with minor opal.  Fresh rock is needed to see if precious opal exists.  It has been recommended by our geologist that several areas of mineralization be tested by bulldozer ripping.

With respect to the WC1 and WC2 properties, eleven distinct geological units were recognized in the course of prospecting.  While no rock samples were taken, field mapping has been performed to determine the geology, stratigraphy, and structure in two areas in a geological unit known as the Harper Ranch Group.  Those two areas are:

1. The canyon of Ewer's Creek in the Northern section of WC1 and

2. The Eastern sections of both WC1 and WC2 east and south of the road near the legal corner post and south into the McGregor Creek Canyon.

Two angular unconformities were seen within the mapping area.  The upper unconformity marks a boundary between the upper massive limestone and lower volcanoclastic sequences of the Harper Ranch Group.  The second unconformity marks the paleosurface on which the sediments and volcanics of the Kamloops Group are laid.  This unconformity dips gently to the west at about 10 degrees.

While no economic minerals have been found in the prospecting performed to date on the WC1 and WC2 properties, the prospecting geologist concluded that a geophysical survey be performed to isolate fault planes to assist in the mapping.

We have not conducted any product research or product development and have no plans to conduct any product research or product development over the next fiscal year.

We currently have no plans for purchase or sale of any plant or any significant equipment.

We do not expect any significant changes in the number of employees.

Results of Our Operations - Fiscal Year Ended June 30, 2002

We had $0 revenue for the fiscal year ended June 30, 2002 compared to $0 revenue for the fiscal year ended June 30, 2001.

We recorded a net loss of ($2,803) for the fiscal year ended June 30, 2002, compared to a net loss of ($20,785) for the fiscal year ended June 30, 2001.

Our net loss of ($2,803) in Fiscal 2002 resulted from revenues of $0, mineral property expenses of $1,464 and administrative expenses of $1,339. Our net loss of ($20,785) in Fiscal 2001 resulted from revenues of $0 and administrative expenses of $20,785.  These administrative expenses consisted primarily of management fees of $18,000 and legal expenses of $1,586.  The management fees of $18,000 were payable to Hudson Capital Corporation, a company controlled by Mr. Terry G. Cook, the President of Cougar Holdings Inc.

Results of Operation - Three Months Ended September30, 2002

The Company had no operating revenue for the three-month period ended September 30, 2002 compared to no operating revenue for the three-month period ended September 30, 2001.  The Company had $17 of other income for the three-month period ended September 30, 2002 compared to no other income for the three-month period ended September 30, 2001.  Other income consisted solely of interest income.

The Company recorded a net loss of ($4,242) for the three-month period ended September 30, 2002, compared to a net loss of ($244) for the three-month period ended September 30, 2001.

The Company incurred administrative expenses of $4,242 for the three-month period ended September 30, 2002, compared to $244 for the three-month period ended September 30, 2001.

Page 11

Results of Operation - Six Months Ended December 31, 2002

The Company had no operating revenue for the quarter and no operating revenue for the six-month period ended December 31, 2002 compared to no operating revenue for the quarter and six-month period ended December 31, 2001.  The Company had $6 of other income for the quarter and $23 of other income for the six-month period ended December 31, 2002 compared to no other income for the quarter and six-month period ended December 31, 2001.  Other income consisted solely of interest income.

The Company recorded a net loss of ($2,635) for the quarter ended December 31, 2002 and a net loss of ($6,877) for the six-month period ended December 31, 2002, compared to a net loss of ($244) for the quarter ended December 31, 2001 and a net loss of ($488) for the six-month period ended December 31, 2001.

The Company incurred administrative expenses of $2,635 for the quarter ended December 31, 2002 and administrative expenses of $6,877 for the six-month period ended December 31, 2002, compared to $244 for the quarter ended December 31, 2001 and $488 for the six-month period ended December 31, 2001.

Significant Uncertainties

Mineral exploration projects may be subject to numerous regulatory requirements, as well as financing and economic uncertainties.

We believe that compliance with the current rules and regulations will not adversely affect our operations.  However, since these rules and regulations may change, and are beyond our control, we consider that regulatory requirements are an uncertainty in our business. 

It is uncertain whether we can finance exploration of the property.  There is also no assurance that the properties will prove to be profitable.

Staking Of WCT1, WC1 and WC2 Properties

Cougar Holdings has staked three mineral properties known as the WCT1 and the WC1 and WC2 mineral claims.

In staking the WCT1, and WC1 and WC2 properties, Cougar Holdings acquired the legal title to minerals in the WCT1, WC1 and WC2 mineral claims, which are recorded claims in the Vernon Mining Division, Province of British Columbia and which are issued and administered by the Mineral Titles Branch, Ministry of Energy and Mines of the Province of British Columbia, Canada.

A mineral claim conveys to the holder the right to all minerals or placer minerals as defined in the Mineral Tenure Act of British Columbia, and which were available at the time of location or staking or have subsequently become available under the terms of the Act.

Cougar does not own the fee simple to these properties.  The fee simple is held by the Province of British Columbia.

Variation in Operating Results

None of our properties are yet in production, and consequently, the properties do not produce any revenue.  As a result, there is little variation expected in operating results from year to year.

Management periodically reviews results with the assistance of mining professionals.  Decisions to abandon, reduce or expand exploration efforts are based upon many factors including general and specific assessments of mineral deposits, the likelihood of increasing or decreasing those deposits, land costs, estimates of future mineral prices, potential extraction methods and costs, the likelihood of positive or negative changes to the environment, permitting, taxation, labor and capital costs.

Page 12

Possible Dilution to Shareholders

Our plan of operation calls for us to finance business expansion and acquisitions by issuing securities.  Any issue of stock or securities convertible into common stock could result in significant dilution to present and prospective holders of our common shares.

Securities Market Risk and the Penny Stock Risk

Cougar's stock is subject to "penny stock" rules as defined in the1934 Securities and Exchange Act rule 3151-1.  The Securities & Exchange Commission regulates broker-dealers transactions in penny stocks.  Penny stocks, with some exceptions, are equity securities with a price of less than $5.00.  Penny stock rules require a broker-dealer to deliver to a prospective purchaser a standardized disclosure document that provides information about penny stocks and the risks of the penny stock market.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form, (i) sets forth the basis on which the broker or dealer made the suitability determination; and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction.  Disclosure also has to be made about the risks of investing in penny stock in both public offering and in secondary trading, and about commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions.  Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Bid and offer quotations, and broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting a transaction.  The broker-dealer must make a written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement.  In addition, the disclosure requirements above may reduce trading activity in the secondary market for penny stocks.

Transaction costs with purchases and sales of penny stocks are likely to be higher than those for other securities.

Fluctuations in our quarterly operating results may cause our stock price to decline.

We plan to retain earnings.  We have very limited resources and do not anticipate paying dividends on our common stock for the foreseeable future.

Known Trends

Due to the lack of working capital and to the significant operating losses, it is uncertain whether we can continue to exist unless additional working capital is obtained.  These trends or conditions could have a material adverse effect on our financial position and future results of operations.  We intend to raise sufficient working capital through equity financing or reorganization.

Inflation

Our results of operations have not been significantly affected by inflation.   Management does not expect inflation to have a material impact on our operations in the future.

Page 13

Recent Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 141, "Business Combinations," and No. 142, "Goodwill and Other Intangible Assets," collectively, the Statements.  These Statements drastically change the accounting for business combinations, goodwill and intangible assets.  Companies are required to adopt Statement 142 in their fiscal year beginning after December 15, 2001.  The Company anticipates that the adoption of these Statements will not have a material affect on its financial statements.

In June 2001, the FASB issued Statement No. 143, "Accounting for Asset Retirement Obligations," which provides accounting requirements for retirement obligations associated with tangible long-lived assets.  The Company anticipates that the adoption of this statement will not have a material affect on its financial statements.

In August 2001, the FASB issued Statement No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," which will be effective for financial statements issued for fiscal years beginning after December 15, 2001 and interim periods within those fiscal years.  SFAS No. 144 requires that long-lived assets to be disposed of by sale be measured at the lower of the carrying amount or fair value less cost to sell, whether reported in continuing operations or in discontinued operations.  The Company anticipates that the adoption of this statement will not have a material affect on its financial statements.

On April 30, 2002, the Financial Accounting Standards Board Issued SFAS No. 145, Recission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No.13, and Technical Corrections.  SFAS No. 145 rescinds Statement 4, which required all gains and losses from extinguishment of debt to be classified as an extraordinary item, net of related income tax effect, if material in the aggregate.  Due to the recission of SFAS No. 4, the criteria in Opinion 30 will now be used to classify those gains and losses.

The provisions of SFAS No. 145 related to the recission of SFAS No. 4 are effective for fiscal years beginning after May 15, 2002.  Any gain or loss on extinguishment of debt that was classified as an extraordinary item in prior periods presented that does not meet the criteria for classification as an extraordinary item will be reclassified.  The provisions of SFAS No. 145 related to SFAS No. 13 are effective for transactions occurring after May 15, 2002.  All other provisions of this Statement shall be effective for financial statements issued on or after May 15, 2002.  The adoption of this standard had no impact on the Company's financial position or results of operations.

On June 30, 2002, the Financial Accounting Standards Board Issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities.

This Statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)".

The new standard is effective for disposal activities initiated after December 31, 2002 and will impact the company should they have disposals in the future.

Item 3. Description of Property

Office Facilities

The Company's executive offices are currently located at 10655 NE 4th Street, Suite 400, Bellevue, WA 98004 in an area comprised of approximately 200 square feet.  The space is provided at no cost to the Company by the President and any resulting rent expense if the space were rented to the Company would be immaterial.  The Company considers the facilities adequate for current purposes.

Details regarding our interests in mining properties are discussed in a previous item entitled Description of Business.

Page 14

Item 4. Security Ownership of Certain Beneficial Owners and Management

As of the close of business on December 31, 2002 based on information available to us, the following persons owned beneficially more than 5% of our outstanding common shares:

5% or Greater Shareholders

Title of	Name and Address	Amount and Nature of	Percent of
Class	of Beneficial Owner	Beneficial Ownership	Class (1)
Common	Hudson Capital Corporation (2)	3,380,001	99.71%
	10655 NE 4th Street, Suite 400
	Bellevue, WA  98004

(1)    Based on 3,390,001 shares of common stock outstanding as of December 31, 2002.
(2)    Hudson is the beneficial owner of 3,380,001 common shares of Cougar Holdings.
        Hudson is controlled by Terry G. Cook.

The table below lists as of December 31, 2002, all of our directors and executive officers who beneficially owned our voting securities and the amount of our voting securities owned by the directors and executive officers as a group.

Security Ownership of Management

Title of	Name and Address	Amount and Nature of	Percent of
Class	of Beneficial Owner	Beneficial Ownership	Class (1)
Common	Hudson Capital Corporation (2)	3,380,001	99.71%
	10655 NE 4th Street, Suite 400
	Bellevue, WA  98004
Common	Cam Dalgliesh, Director	10,000	0.29%
	1574 Gulf Road, #1505,
	Point Roberts, WA 98281
Total Directors and Officers		3,390,001	100.00%

(1)    Based on 3,390,001 common shares outstanding as of December 31, 2002.
(2)    Hudson is the beneficial owner of 3,380,001 common shares of Cougar Holdings.
        Hudson is controlled by Terry G. Cook.

Page 15

Item 5. Directors and Executive Officers, Promoters and Control Persons

Directors and Executive Officers

Our directors and executive officers, their respective positions and ages, and the year in which each director was first elected, are set forth in the following table.  Each director has been elected to hold office until the next annual meeting of shareholders and thereafter until his successor is elected and has qualified.  Vacancies in the existing Board of Directors are filled by majority vote of the remaining Directors.  Officers of the Company serve at the will of the Board of Directors.  There are no agreements or understandings for any officer or director to resign at the request of another person and no officer or director is acting on behalf of or will act at the direction of any other person.  Additional information concerning each of these individuals follows the table.

Directors and Executive Officers

Name		Age	Positions(s)		Director Since
	Terry G. Cook	53		President, Director	June 1999
	Cam Dalgliesh	59		Director	June 1999

Terry G. Cook - Mr. Cook is our President and a Director.  He has been employed with us since June 1999.  His responsibilities include general management and financial management.  Mr. Cook is a graduate of Harvard Business School where he received an MBA in 1974.  Since 1978 to the present he has continuously been the President and a Director of Stanford Capital, Inc. (formerly Westridge Capital Inc.), a management and investment company.  Mr. Cook has over 20 years experience in creating and building small and medium sized businesses and real estate ventures as a result of his work with Stanford Capital, Inc.  Mr. Cook has been an officer and a director of Leopard Capital, Inc., continuously since May 1, 1998 to the present.  Leopard Capital, Inc. is a reporting company incorporated in Nevada.

Cam Dalgliesh - Mr. Dalgliesh is a Director.  His responsibilities include assisting Mr. Cook in our general administration and planning.  Mr. Dalgliesh has a Bachelor of Arts Degree and has extensive experience in several small and medium sized businesses.  Following a short period of travelling, Mr. Dalgliesh joined Quicksilver  Messengers in October 1998 and has been with them ever since, in the customer service area.  Prior to that he worked from May 1997 to June 1998 with K&H Dispatch Couriers Ltd, a courier company that has been in business over 25 years.  Mr. Dalgliesh has been an officer and a director of Leopard Capital, Inc. continuously from May 1998 to the present.  Leopard Capital, Inc. is a reporting company incorporated in Nevada.

Conflicts of Interest

Members of the Company's management are associated with other firms, including Leopard Capital, Inc.  Consequently, there are potential inherent conflicts of interest in their acting as officers and directors of the Company.   Insofar as the officers and directors are engaged in other business activities, management anticipates it will devote only a portion of each person's time to the Company's affairs.

The officers and directors of the Company are now  and  may  in  the future become shareholders, officers or directors of other companies that may be engaged  in  additional business activities similar to those  conducted  by  the Company.  Accordingly, additional direct conflicts of interest may arise in the future with respect to such individuals acting on behalf of the Company or other entities.  Moreover, additional conflicts of interest may arise with respect to opportunities which come to the attention of such individuals in the performance of their duties or otherwise.  The Company does not currently have a right of first refusal pertaining to opportunities that come to management's attention.

The officers and directors are, so long as  they  are  officers or directors of the Company, subject to the restriction that  all  opportunities which come to their attention, either in the performance of their duties or in any other  manner, will be considered opportunities of, and be made available to the Company and the companies that  they are affiliated with on an equal basis.  A breach of this requirement will be a breach of the fiduciary duties of the officer or director.

If the Company or the companies in which the officers and directors are affiliated with both desire to take advantage of an opportunity,  then said officers and directors would abstain from negotiating and voting upon the opportunity.   However, all directors may still individually take advantage of opportunities if the Company should decline to do so.   Except as set forth above, the Company has not adopted any other conflict of interest policy with respect to such transactions.

Page 16

Significant Employees

We have no employees at this time.  Cougar is managed by its directors and executive officers.

Family Relationships

There is no family relationship between any of our directors or executive officers.

Involvement in Certain Legal Proceedings

There have been no legal proceedings involving either our directors or executive officers during the past five years that are material to an evaluation of the ability or integrity of any director or executive officer of Cougar Holdings Inc.

Item 6. Executive Compensation

Hudson Capital Corporation accrued compensation of $48,000 from Cougar Holdings for management and administrative services since Cougar's inception on June 2, 1999.  Mr. Terry G. Cook is the President and controlling shareholder of Hudson Capital Corporation. 

During Fiscal 2002 ended June 30, 2002, no director or executive officer received or accrued compensation, cash or otherwise, in excess of  $60,000.  We did not set aside or accrue any funds during Fiscal 2002 to provide pension, retirement or similar benefits for directors or executive officers.

Long-Term Compensation

Not Applicable

Summary Compensation Table

The following table sets forth the compensation paid by us to our principal executive officer for fiscal years ending June 30, 2002, 2001 and 2000.

SUMMARY COMPENSATION TABLE
		Annual compensation			Long-term compensation
					Awards		Payouts
Name and principal position	Year	Salary ($)	Bonus ($)	Other annual compen- sation ($)	Restricted stock award(s) ($)	Securities under- lying options/ SARs (#)	LTIP payouts ($)	All other compen- sation ($)
Terry G. Cook, President	2002	0	0	0	0	0	0	0
Terry G. Cook, President	2001	0	0	18,000 (1)	0	0	0	0
Terry G. Cook, President	2000	0	0	30,000 (1)	0	0	0	0
(1) Accrued and outstanding

Page 17

No compensation is payable to directors of the Company in connection with attendance at board meetings, except as to such directors who also serve as officers of the Company in capacities other than directors and/or officers.  At this time, no other compensation has been scheduled for any other member of the Board of Directors of officers of the Company.

Future compensation of officers will be determined by the Board of Directors based upon financial condition and performance of the Company, the financial requirements of the Company, and upon individual performance of each officer.  The Board of Directors intends to insure that the salaries paid to the Company's officers and employees are reasonable and prudent and are based upon both the financial condition and performance of the Company and upon the performance of the individual officers.

No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees.

Item 7. Certain Relationships and Related Transactions

We have no formal plan for compensating our directors for their service as directors.

During Fiscal 2002 ended June 30, 2002, no Director or Executive Officer received or accrued compensation, cash or otherwise, in excess of  $60,000.

None of the persons who were our directors or officers last fiscal year, none of the insiders, and none of the associates or affiliates of those persons, has had any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, other than as disclosed below, and further described in note 5 and note 6 in the audited financial statements dated June 30, 2002.

Hudson Capital Corporation has accrued compensation of $48,000 from Cougar Holdings for management and administrative services since Cougar's inception on June 2, 1999.  Terry G. Cook is the President and controlling shareholder and Hudson Capital Corporation.  Terry G. Cook, who is also a Director and an Officer of Cougar Holdings Inc., has, since Cougar's inception, provided Cougar with a comprehensive package of management services. Many of the services provided are quasi-legal and quasi-accounting functions which would otherwise require the services of external lawyers and accountants who would require timely payment of their invoices in cash. These services include but are not limited to:

(i) providing all functions and duties for the start-up and formation of Cougar Holdings Inc. as a Nevada Corporation, and for ensuring Cougar is in full compliance with the Nevada Revised Statutes on a continuing basis.

(ii) providing the services of Terry G. Cook,  as a Director, and as the President, of Cougar Holdings. In these capacities with Cougar Mr. Cook has exclusive responsibility for performing the general management function, which includes but is not limited to; the strategic planning and development of Cougar Holdings Inc. as a viable mineral exploration company, developing and implementing the Company's business plan, assessing the Company's capital needs and implementing the Company's exploration program.

(iii) providing Terry G. Cook, the President of Hudson Capital, as the Chief Financial Officer of Cougar Holdings. In this capacity Mr. Cook has exclusive responsibility for raising needed capital and allocating capital among competing needs; establishing and maintaining proper controls, procedures, and accounting records; serving as the Company's in-house specialist and liason person in regulatory matters including the preparation of all filings required by the Securities and Exchange Commission, in particular the Company's initial SEC registration on Form 10SB-12g, and periodic 10K and 10Q reports.

There is no services contract between Hudson Capital and Cougar Holdings.  Valuation of the services is determined entirely by prevailing professional fees charged by third parties for such services, with the clear understanding that the fees charged by Hudson to Cougar shall be no less favorable to Cougar than if these services were provided by an independent third party.  Furthermore, any compensation to be paid to Hudson Capital for services rendered will be determined by the Board of Directors of Cougar Holdings.

Hudson has agreed not to demand payment of any of the Company's related party payables until July 1, 2004.  Correspondence from Hudson to Cougar confirming this deferral of payments until July 1,2004 is attached as Exhibit 10.5.

Cougar's liabilities at June 30, 2002 totaled $48,503, all non-current, all payable to Hudson Capital Corporation.  The liabilities at June 30, 2001 totaled $48,275, all non-current, all payable to Hudson Capital Corporation.

Page 18

Item 8. Description of Securities

Common Stock

Our authorized capital stock consists of 200,000,000 shares of common stock, par value $0.001 per share.  The holders of our common stock:

have equal ratable rights to dividends from funds legally available if and when declared by your board of directors;

are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;

do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and

are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.

All shares of common stock now outstanding are fully paid for and non-assessable and all shares of common stock which are the subject of this registration, when issued, will be fully paid for and non-assessable.  We refer you to our Articles of Incorporation, Bylaws and the applicable statutes of the State of Nevada, for a more complete description of the rights and liabilities of holders of our securities.

There are 3,390,001 shares of common stock outstanding, as of the date of this registration statement.

Non-cumulative Voting

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors.

Cash Dividends

As of the date of this prospectus, we have not paid any cash dividends to stockholders.  The declaration of any future cash dividend will be at the discretion of our board of directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions.  It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Anti-Takeover Provisions

There are no Nevada anti-takeover provisions that may have the effect of delaying or preventing a change in control.

Stock Transfer Agent

Our Company's transfer agent is Madison Stock Transfer, Inc., 1813 East 24th Street, Brooklyn, NY 11229.

Page 19

PART II

Item 1. Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters

Market Information

The Company's common stock does not trade on any exchange or any Over-the-Counter Electronic Bulletin Board.

As of December 31, 2002, there were 3,390,001 share of common stock outstanding.  There are no stock options, warrants, rights, conversion privileges or other similar rights which the listed beneficial owners or anyone else may acquire.  No shares have been offered nor proposed to be offered to the public.

The Company's shares of common stock are restricted securities under the Securities Act of 1933. Madison Stock Transfer (located in Brooklyn, New York) is the registrar and transfer agent for the common stock.

A total of 3,390,001 shares are held by our officers and directors, all of which are restricted securities, as that term is defined in Rule 144 of the Rules and Regulations of the Securities and Exchange Commission, promulgated under the Act.  Under Rule 144, such shares can be publicly sold, subject to volume restrictions and certain restrictions on the manner of sale, commencing one year after their acquisition.

Holders

As of December 31, 2002, the shareholders' list for the Company's common shares showed two registered shareholders.

Dividends

While neither the Company's Articles of Incorporation nor the Company's Bylaws restrict the Board of Directors ability to declare and pay dividends, the Company has not declared any dividends since incorporation, and does not anticipate that it will do so in the foreseeable future.  The present policy of the Company is to retain future earnings for use in its operation and expansion of its business.

Item 2. Legal Proceedings

Cougar Holdings Inc. does not know of any material, active or pending legal proceedings against them; nor is the Company involved as a plaintiff in any material proceedings or pending litigation.

Item 3. Changes in and Disagreements with Accountants

We have had no changes in or disagreements with our accountants required to be disclosed pursuant to Item 304 of Regulation S-B.

Page 20

Item 4. Recent Sales of Unregistered Securities

During the past three years, the Registrant has sold the following securities which were not registered under the Securities Act of 1933, as amended.

Name and Address	Date	Shares	Consideration
Hudson Capital Corporation	06/02/99	1	$1
10655 NE 4th Street, Suite 400
Bellevue, WA  98004
Hudson Capital Corporation	08/01/00	1,600,000	$4,000
10655 NE 4th Street, Suite 400
Bellevue, WA  98004
Hudson Capital Corporation	03/07/01	1,200,000	$3,000
10655 NE 4th Street, Suite 400
Bellevue, WA  98004
Hudson Capital Corporation	01/31/02	80,000	$1,600
10655 NE 4th Street, Suite 400
Bellevue, WA  98004
Cam Dalgliesh, Director	06/30/02	10,000	$200
1574 Gulf Road, #1505,
Point Roberts, WA  98281
Hudson Capital Corporation	06/30/02	500,000	$10,000
10655 NE 4th Street, Suite 400
Bellevue, WA  98004

For each of the above share issues we relied on Section 4(2) of the Securities Act because the transaction did not involve a public offering and was therefore exempt from the registration requirements of the Securities Act.  No underwriters were used, nor were any brokerage commissions paid in connection with the above share issues.

Item 5. Indemnification of Directors and Officers

The only statute, charter provision, bylaw, contract, or other arrangement under which any controlling person, director or officer of the Registrant is insured or indemnified in any manner against any liability which he may incur in his capacity as such, is as follows:

1. Article 12 of the Articles of Incorporation of the company, filed as Exhibit 3.1 to the Registration Statement.

2. Article 11 of the Bylaws of the company, filed as Exhibit 3.2 to the Registration Statement.

3. Nevada Revised Statutes, Chapter 78.

The general effect of the foregoing is to indemnify a control person, officer or director from liability, thereby making the company responsible for any expenses or damages incurred by such control person, officer or director in any action brought against them based on their conduct in such capacity, provided they did not engage in fraud or criminal activity.

Part F/S

  Item 1. Audited Financial Statements (Year ended June 30, 2002)

Page 21

           DECORIA,                  
MAICHEL                   
& TEAGUE                
A PROFESSIONAL SERVICES FIRM  

Report of Independent Certified Public Accountants

Board of Directors
Cougar Holdings Inc.
(An Exploration Stage Company)

We have audited the accompanying balance sheets of Cougar Holdings Inc. (An Exploration Stage Company) as of June 30, 2002 and 2001, and the related statement of operations, stockholders' deficit, and cash flows for the years ended June 30, 2002 and 2001; and for the period from inception on June 2, 1999 to June 30, 2002.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audits.  We conducted our audits in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Cougar Holdings Inc. (An Exploration Stage Company) as of June 30, 2002 and 2001, and the results of its operations and its cash flows for the years ended June 30, 2002 and 2001; and for the period from inception on June 2, 1999 to June 30, 2002, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 1 to the financial statements, the Company's operating losses raise substantial doubt about its ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

DeCoria, Maichel & Teague P.S.

/s/ Decoria, Maichel & Teague P.S.

Spokane, Washington
September 6, 2002

Page 22

Cougar Holdings Inc.
(An Exploration Stage Company)
TABLE OF CONTENTS
	Page
Balance Sheets, June 30, 2002 and 2001 ...............................................................................	1
Statements of Operations .......................................................................................................	2
Statement of Changes in Stockholders' Deficit for the
period from inception on June 2, 1999 through June 30, 2002 .................................................	3
Statement of Cash Flows ........................................................................................................	4
Notes to Financial Statements .................................................................................................	5-11

Page 23

Cougar Holdings Inc.
(An Exploration Stage Company)
Balance Sheets
June 30, 2002 and 2001
ASSETS
			2002		2001
Current assets:
	Cash		$       10,200		$                0
		Total current assets	10,200		0
Fixed assets:
	Equipment, net of accumulated depreciation of
	$2,314 and $1,339, respectively		2,562		3,537
		Total assets	$       12,762		$         3,537
LIABILITIES AND STOCKHOLDERS' DEFICIT
Non-current liabilities:
	Related party payables		$       48,503		$       48,275
		Total liabilities	$       48,503		$       48,275
Stockholders' deficit
	Common stock, $0.001 par value;
	200,000,000 shares authorized; 3,390,001
	and 2,800,001, shares issued
	and outstanding, respectively		3,390		2,800
	Additional paid-in capital		15,411		4,201
	Accumulated deficit incurred during
	the exploration stage		(54,543	)	(51,739	)
		Total stockholders' deficit	(35,741	)	(44,738	)
		Total liabilities and stockholders' deficit	$       12,762		$         3,537
The accompanying notes are an integral part of these financial statements.
1

Page 24

Cougar Holdings Inc.
(An Exploration Stage Company)
Statements of Operations
		For the period
		from inception
		on June 2, 1999	For the year	For the year
		to June 30,	ended June 30,	ended June 30,
		2002	2002	2001
Operating expenses:
	Mining property expenses	$         1,464	$         1,464	$                0
	General and administrative expenses	53,078	1,339	20,785
		54,542	2,803	20,785
Net loss		$       54,542	$         2,803	$       20,785
Net loss per share-basic		$           0.04	$                0	$           0.01
Weighted average common
shares outstanding-basic		1,521,031	2,834,397	1,831,869
The accompanying notes are an integral part of these financial statements.
2

Page 25

Cougar Holdings Inc.
(An Exploration Stage Company)
Statements of Changes in Stockholders' Deficit
For the period from inception on
June 2, 1999 through June 30, 2002
				Accumulated
				Deficit
				incurred
			Additional	during the
	Common Stock		Paid-in	Exploration
	Shares	Amount	Capital	Stage		Totals
Inception, June 2, 1999
Sale of common stock for
cash ($1.00 per share)	1	-	$           1			$           1
Net loss				$  (30,954	)	(30,954	)
Balance, June 30, 2000	1	$      -	1	(30,954	)	(30,953	)
Common stock issued for	2,800,000	2,800	4,200			7,000
related party payable
Net loss				(20,785	)	(20,785	)
Balance, June 30, 2001	2,800,001	2,800	4,201	(51,739	)	(44,738	)
Common stock issued for
cash ($0.02 per share)	510,000	510	9,690			10,200
Common stock issued for
related party payable	80,000	80	1,520			1,600
Net loss				(2,803	)	(2,803	)
Balance, June 30, 2002	3,390,001	$      3,390	$    15,411	$   (54,542	)	$   (35,741	)
The accompanying notes are an integral part of these financial statements.
3

Page 26

Cougar Holdings Inc.
(An Exploration Stage Company)
Statements of Cash Flows
			For the period
			from inception
			on June 2, 1999		For the year		For the year
			to June 30,		ended June 30,		ended June 30,
			2002		2002		2001
Cash flows from operating activities:
	Net loss		$      (54,542	)	$         (2,803	)	$       (20,785	)
	Adjustments to reconcile net loss to net
	cash used by operating activities
		Depreciation	2,314		975		975
Change in:
	Related party payables		57,104		1,828		21,050
		Net cash used by operating activities	4,876		0		1,240
Cash flows from investing activities:
	Purchase of equipment		(4,876	)	0		(1,240	)
		Net cash used by investing activities	4,876	)	0		(1,240	)
Cash flows from financing activities:
	Sales of common stock		10,200		10,200		0
		Net cash provided by financing
		activities	10,200		10,200		0
Net change in cash			10,200		10,200		0
Cash, beginning of period			0		0		0
Cash, end of period			$       10,200		$       10,200		$                0
Supplemental disclosure of cash flow information
	Noncash financing activity
		Common stock issued for related
		party payable	$         8,600		$         1,600		$         7,000
The accompanying notes are an integral part of these financial statements.
4

Page 27

Cougar Holdings Inc.
(An Exploration Stage Company)
Notes to Financial Statements

1.       Description of Business

Cougar Holdings Inc. (the "Company") is a Nevada Corporation that was formed on June 2, 1999.  The Company was organized to explore properties in British Columbia, Canada, for gemstones and other commercial grade minerals.

The financial statements are presented on the basis that the Company is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable length of time.  The Company has incurred operating losses since its inception, has a stockholders' deficit, and no recurring sources of revenue.  These conditions raise substantial doubt as to the Company's ability to continue as a going concern.

Management's plans for the continuation of the Company as a going concern include financing the Company's operations through advances from related parties and sales of its unregistered common stock.  There are no assurances, however, with respect to the future success of these plans.  The financial statements do not contain any adjustments, which might be necessary, if the Company is unable to continue as a going concern.

Unless otherwise indicated, amounts provided in these notes to the financial statements pertain to continuing operations.

2.       Summary of Significant Accounting Policies

Exploration stage enterprise

The Company's financial statements are prepared using the accrual method of accounting and according to the provisions of Statement of Financial Accounting Standards No. 7, "Accounting for Development Stage Enterprises," as it devotes substantially all of its efforts to acquiring and exploring gemstone properties in British Columbia, Canada.  Until such properties are acquired and developed the Company will continue to prepare its financial statements and related disclosures in accordance with entities in the exploration stage.

Cash and cash equivalents

For the purposes of the balance sheets and statements of cash flows, the Company considers all highly liquid investments purchased, with an original maturity of three months or less, to be a cash equivalent.

5

Page 28

Cougar Holdings Inc.
(An Exploration Stage Company)
Notes to Financial Statements, Continued:

2.       Summary of Significant Accounting Policies, Continued:

Use of estimates

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.  Actual results could differ from those estimates.

Income taxes

Income taxes are recognized in accordance with Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes," whereby deferred income tax liabilities or assets at the end of each period are determined using the tax rate expected to be in effect when the taxes are actually paid or recovered.  A valuation allowance is recognized on deferred tax assets when it is more likely than not that some or all of these deferred tax assets will not be realized.

Net loss per share

Statement of Financial Accounting Standards No. 128, "Earnings per Share," requires dual presentation of basic earnings per share ("EPS") and diluted EPS on the face of all income and loss statements, for all entities with complex capital structures.  Basic EPS is computed as net income divided by the weighted average number of common shares outstanding for the period.  Diluted EPS reflects the potential dilution that could occur from common shares issuable through stock options, warrants, and other convertible securities.  At June 30, 2002 and 2001, the Company had no outstanding stock options, warrants, and other convertible securities, accordingly, only basic EPS is presented.

Regulatory matters

The Company and its mineral property interests are subject to a variety of Canadian national and provincial regulations governing land use, health and safety, and environmental matters.  The Company's management believes it has been in substantial compliance with all such regulations, and is unaware of any pending action or proceeding relating to regulatory matters that would affect the financial position of the Company.

Exploration costs

Exploration costs of mineral properties that do not add net realizable value, are charged to operations as incurred.

6

Page 29

Cougar Holdings Inc.
(An Exploration Stage Company)
Notes to Financial Statements, Continued:

2.       Summary of Significant Accounting Policies, Continued:

Foreign currency translation

The Company holds interests in three mineral claims in British Columbia, Canada.  Accordingly, the Company translates the monetary assets and liabilities related to its Canadian operations at the period-end exchange rate while nonmonetary assets and liabilities are translated at historical rates.  Income and expense accounts are translated at the average exchange rate for each period.  Translation adjustments and transaction gains and losses are reflected in the net loss for the period.

Impaired asset policy

The Company periodically reviews its long-lived assets when applicable to determine if any events or changes in circumstances have transpired which indicate that the carrying value of its assets may not be recoverable.  The Company determines impairment by comparing the undiscounted future cash flows estimated to be generated by its assets to their respective carrying amounts.

New accounting pronouncements

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 141, "Business Combinations," and No. 142, "Goodwill and Other Intangible Assets," collectively, the Statements.  These Statements drastically change the accounting for business combinations, goodwill and intangible assets.  Companies are required to adopt Statement 142 in their fiscal year beginning after December 15, 2001.  The Company anticipates that the adoption of these Statements will not have a material affect on its financial statements.

In June 2001, the FASB issued Statement No. 143, "Accounting for Asset Retirement Obligations," which provides accounting requirements for retirement obligations associated with tangible long-lived assets.  The Company anticipates that the adoption of this statement will not have a material affect on its financial statements.

In August 2001, the FASB issued Statement No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," which will be effective for financial statements issued for fiscal years beginning after December 15, 2001.  SFAS No. 144 requires that long-lived assets to be disposed of by sale be measured at the lower of the carrying amount or fair value less cost to sell, whether reported in continuing operations or in discontinued operations.  The Company anticipates that the adoption of this statement will not have a material affect on its financial statements.

7

Page 30

Cougar Holdings Inc.
(An Exploration Stage Company)
Notes to Financial Statements, Continued:

2.       Summary of Significant Accounting Policies, Continued:

New accounting pronouncements, continued:

In April 2002, the FASB issued SFAS No. 145, "Rescission of SFAS Statements No. 4, 44, and 64, Amendment of SFAS No. 13, and Technical Corrections."  This statement culminates the current requirements that gains and losses on debt extinguishment must be classified as extraordinary items in the income statement.  Instead, such gains and losses will be classified as extraordinary items only if they are deemed to be unusual and infrequent, in accordance with the current GAAP criteria for extraordinary classifications.  In addition, SFAS No. 145 eliminates an inconsistency in lease accounting by requiring that modifications of capital leases that result in reclassification as operating leases be accounted for consistent with sales-leaseback accounting rules.  The statement also contains other nonsubstantive corrections to authoritative accounting literature.  The rescission of SFAS No. 4 is effective in fiscal years beginning after May 15, 2002.  The amendment and technical corrections of SFAS No. 13 are effective for transactions occurring after May 15, 2002.  All other provisions of SFAS No. 145 are effective for financial statements issued on or after May 15, 2002.  The Company believes that the adoption of SFAS No. 145 will not have a material impact on its results of operations or financial position.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities," which addresses accounting for restructuring and similar costs.  SFAS No. 146 supersedes previous accounting guidance, principally Emerging Issues Task Force Issue No. 94-3. FAS No. 146 requires that the liability for costs associated with an exit or disposal activity be recognized when the liability is incurred.  SFAS No. 146 also establishes that the liability should initially be measured and recorded at fair value.  Accordingly SFAS No. 146 may affect the timing of recognizing future restructuring costs as well as the amount recognized.  SFAS 146 is effective for exit or disposal activities that are initiated after December 31, 2002.  The Company believes that the adoption of SFAS No. 146 will not have a material impact on its results of operations or financial position.

Fair values of financial instruments

The carrying amounts of financial instruments including cash, and related party payables, approximated their fair values as of June 30, 2002 and 2001.

Start-up expenses

The Company has adopted Statement of Position No. 98-5, "Reporting the Costs of Start-Up Activities," which requires that costs associated with start-up activities be expensed as incurred.  Accordingly, start-up costs associated with the Company's formation have been included in the Company's general and administrative expenses for the period from inception on June 2, 1999 to June 30, 2002.

8

Page 31

Cougar Holdings Inc.
(An Exploration Stage Company)
Notes to Financial Statements, Continued:

2.       Summary of Significant Accounting Policies, Continued:

Equipment

Equipment is stated at the lower of cost or estimated net realizable value and are depreciated using the straight-line method over its estimated useful life (five years).  Maintenance and repairs are charged to operations as incurred.  Betterments of a major nature are capitalized.  When assets are retired or sold, the costs and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is reflected in operations.

3.       Mineral properties

The Company has interests in three mineral properties known as the WCT1 and the WC1 and WC2 mineral claims, located in the Vernon Mining Division, Province of British Columbia.  The claims were staked during fiscal year 2002 and issued and administered by the Mineral Titles Branch, Ministry of Energy and Mines of the Province of British Columbia, Canada.  In connection with establishing the claims the Company incurred costs totaling $1,463 that are reflected in the Company's operating expenses.  None of the Company's properties contain a known commercially viable deposit suitable for mining.

4.       Income Taxes

The Company recorded no income tax provision for the years ended June 30, 2002 and 2001, as during those years only net losses were incurred.  At June 30, 2002 and 2001, the Company had deferred tax assets of approximately $18,700 and $17,700, respectively, resulting from net income tax operating loss carryforwards of approximately $55,000 and $52,000, at June 30, 2002 and 2001, respectively.  The deferred tax assets were calculated using a statutory rate of 34% and were fully reserved for, as the Company's management is uncertain whether it is "more likely than not" that the assets will be utilized at this stage of the Company's development.

5.       Stockholders' Equity

Common stock

Upon the Company's inception on June 2, 1999, the Company's board of directors resolved to authorize 200,000,000 shares of its $0.001 par value common stock.

9

Page 32

Cougar Holdings Inc.
(An Exploration Stage Company)
Notes to Financial Statements, Continued:

5.       Stockholders' Equity, Continued:

Common stock issued for cash

The Company was initially capitalized at its inception by the sale of one share of its common stock for $1 to Terry Cook, the Company's president and a director.  During the fiscal year ended June 30, 2002, the Company sold 510,000 shares of its common stock to Mr. Cook and a director of the Company for $10,200 or $0.02 per share.

Common stock issued for related party payable

During the years ended June 30, 2002 and 2001, the Company issued 80,000 and 2,800,000 shares, respectively, of its common stock to Mr. Cook in satisfaction of $7,000 and $1,600, respectively, of amounts payable to Hudson Capital Corporation ("Hudson"), a company controlled by Mr. Cook.  (See Note 6)

6.       Related Party Transactions

The Company's operations have been financed through advances from related parties and sales of common stock to related parties.  In addition to the transactions described in Note 5, the following table schedules the Company's transactions with related parties:

	For the period
	from inception on
	June 2, 1999			For the year			For the year
	to June 30,			ended June 30,			ended June 30,
	2002			2002			2001
Beginning balance		$                0			$       48,275			$       34,225
Payable to related party for
management services		48,000			0			18,000
Advances from related party		9,103			1,828			3,050
Conversions to common stock		(8,600	)		(1,600	)		(7,000	)
Ending balance		$       48,503			$       48,503			$       48,275

10

Page 33

Cougar Holdings Inc.
(An Exploration Stage Company)
Notes to Financial Statements, Continued:

6.       Related Party Transactions, Continued:

Hudson has provided management and office services to the Company since its inception that have been accrued in related party payables.  Related party advances consists of amounts paid by Hudson on the Company's behalf to fund operating activities.  Hudson has agreed not to demand payment on any of the Company's related party payables until July 1, 2003.  During the years ended June 30, 2002 and 2001, the Company issued its common stock at $0.0025 per share in satisfaction of $1,600 and $7,000 of related party payables, respectively.  None of the Company's related party payables accrue interest.  

11

Page 34

Item 2. Unaudited Financial Statements (Three months ended September 30, 2002)

Cougar Holdings Inc.
(An Exploration Stage Company)
September 30, 2002
(Unaudited)
TABLE OF CONTENTS
	Page
Balance Sheets, September 30, 2002 (unaudited) and June 30, 2002	FS 2
Statements of Operations for the three months ended September 30, 2002
and 2001, and from inception on June 2, 1999 through September 30, 2002	FS 3
Statement of Cash Flows for the three months ended September 30, 2002
and 2001, and from inception on June 2, 1999 through September 30, 2002	FS 4
Condensed Notes to Financial Statements	FS 5

Page 35

Cougar Holdings Inc. FS Page 1 of 5 September 30, 2002  Interim Financial Statements

Cougar Holdings Inc.
(An Exploration Stage Company)
Balance Sheets
September 30, 2002 and June 30, 2002
(Unaudited)
ASSETS
			Sep. 30, 2002		Jun. 30, 2002
			(Unaudited)
Current assets:
	Cash		$         6,202		$       10,200
		Total current assets	6,202		10,200
Fixed assets:
	Equipment, net of accumulated depreciation of
		$2,558 and $2,314 respectively	2,318		2,562
		Total assets	$         8,520		$       12,762
LIABILITIES AND STOCKHOLDERS' DEFICIT
Non-current liabilities:
	Related party payables		$       48,503		$       48,503
		Total liabilities	$       48,503		$       48,503
Stockholders' deficit
	Common stock, $0.001 par value;
	200,000,000 shares authorized; 3,390,001
	shares issued and outstanding		3,390		3,390
	Additional paid-in capital		15,411		15,411
	Accumulated deficit incurred during
	the exploration stage		(58,784	)	(54,542	)
		Total stockholders' deficit	(39,983	)	(35,741	)
		Total liabilities and stockholders' deficit	$         8,520		$       12,762
(See accompanying notes)

Page 36

Cougar Holdings Inc. FS Page 2 of 5 September 30, 2002 Interim Financial Statements

Cougar Holdings Inc.
(An Exploration Stage Company)
Statements of Operations
For the Three Months Ended September 30, 2002 and 2001
And from Inception on June 2, 1999 through September 30, 2002
(Unaudited)
		For the period
		from inception	For the three	For the three
		on June 2, 1999	months ended	months ended
		to Sep.  30, 2002	Sep. 30, 2002	Sep. 30, 2001
		(Unaudited)	Unaudited)	(Unaudited)
Other Income:
	Interest income	$              17	$              17	$                0
		17	17	0
Operating expenses:
	Mining property expenses	$         1,464	$                0	$                0
	General and administrative
	expenses	57,337	4,259	244
		58,801	4,259	244
Net loss		$       58,784	$         4,242	$            244
Net loss per share-basic (Note 3)		$           0.03	$             Nil	$             Nil
Weighted average common
shares outstanding-basic		1,658,455	3,390,001	2,800,001
(See accompanying notes)

Page 37

Cougar Holdings Inc. FS Page 3 of 5 September. 30, 2002 Interim Financial Statements

Cougar Holdings Inc.
(An Exploration Stage Company)
Statements of Cash Flows
(Unaudited)
			For the period
			from inception		For the three		For the three
			on June 2, 1999		months ended		months ended
			to Sep. 30, 2002		Sep. 30, 2002		Sep. 30, 2001
			(Unaudited)		(Unaudited)		(Unaudited)
Cash flows from operating activities:
	Net loss		$      (58,784	)	$        (4,242	)	$           (244	)
	Adjustments to reconcile net loss to net
	cash used by operating activities
		Depreciation	2,558		244		244
Change in:
	Related party payables		57,104		0		0
		Net cash used by operating activities	878		(3, 998	)	0
Cash flows from investing activities:
	Purchase of equipment		(4,876	)	0		0
		Net cash used by investing activities	(4,876	)	0		0
Cash flows from financing activities:
	Sales of common stock		10,200		0		0
		Net cash provided by financing	10,200		0		0
		activities
Net change in cash			6,202		(3,998	)	0
Cash, beginning of period			0		10,200		0
Cash, end of period			$        6,202		$         6,202		$                0
Supplemental disclosure of cash flow information
	Noncash financing activity
		Common stock issued for related
		party payable	$        8,600
(See accompanying notes)

Page 38

Cougar Holdings Inc. FS Page 4 of 5 September 30, 2002 Interim Financial Statements

Cougar Holdings Inc.
(An Exploration Stage Company)
Condensed Notes to Financial Statements
(Unaudited)

1.       Basis of Financial Statement Preparation

The financial statements have been prepared by COUGAR HOLDINGS 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 audited financial statements and the accompanying notes for the fiscal year ended June 30, 2002, included in the Company's Form 10-SB.  The results of operations for the period ended September 30, 2002 are not necessarily indicative of operating results for the fiscal year ended June 30, 2003.

2.       Exploration Stage Company

We are an exploration stage company formed to explore our three properties in Canada for the presence of gemstones.  Activities to date have consisted solely of the staking of mining claims.  We have not yet developed any mining properties into a producing mine, nor have we earned revenue from any of the properties.  We have minimal cash and  no history of earnings.  Since we have been an exploration stage company since inception and have not generated revenues, we operate with minimal overhead. 

3.       Net Loss Per Share

At December 31, 2002 and 2001, the Company had no outstanding stock options, warrants, and other convertible securities.  Accordingly, only basic earning or loss per share is presented.

Page 39

Cougar Holdings Inc. FS Page 5 of 5 September 30, 2002 Interim Financial Statements

Item 3. Unaudited Financial Statements (Six months ended December 31, 2002)

Cougar Holdings Inc.
(An Exploration Stage Company)
December 31, 2002
(Unaudited)
TABLE OF CONTENTS
	Page
Balance Sheets, December 31, 2002 (unaudited) and June 30, 2002	FS 2
Statements of Operations for the three and six months ended December 31, 2002
and 2001, and from inception on June 2, 1999 through December 31, 2002	FS 3
Statements of Cash Flows for the six months ended December 31, 2002
and 2001, and from inception on June 2, 1999 through December 31, 2002	FS 4
Condensed Notes to Financial Statements	FS 5

Page 40

Cougar Holdings Inc. FS Page 1 of 5 December 31, 2002  Interim Financial Statements

Cougar Holdings Inc.
(An Exploration Stage Company)
Balance Sheets
December 31, 2002 and June 30, 2002
(Unaudited)
ASSETS
			Dec. 31, 2002		Jun. 30, 2002
			(Unaudited)
Current assets:
	Cash		$         3,811		$       10,200
		Total current assets	3,811		10,200
Fixed assets:
	Equipment, net of accumulated depreciation of
		$2,802 and $2,314 respectively	2,074		2,562
		Total assets	$         5,885		$       12,762
LIABILITIES AND STOCKHOLDERS' DEFICIT
Non-current liabilities:
	Related party payables		$       48,503		$       48,503
		Total liabilities	$       48,503		$       48,503
Stockholders' deficit
	Common stock, $0.001 par value;
	200,000,000 shares authorized; 3,390,001
	shares issued and outstanding		3,390		3,390
	Additional paid-in capital		15,411		15,411
	Accumulated deficit incurred during
	the exploration stage		(61,419	)	(54,542	)
		Total stockholders' deficit	(42,618	)	(35,741	)
		Total liabilities and stockholders' deficit	$         5,885		$       12,762
(See accompanying notes)

Page 41

Cougar Holdings Inc. FS Page 2 of 5 December 31, 2002 Interim Financial Statements

Cougar Holdings Inc.
(An Exploration Stage Company)
Statements of Operations
For the Three and Six Months Ended December 31, 2002 and 2001
And from Inception on June 2, 1999 through December 31, 2002
(Unaudited)
			For the period
			from inception	For the three	For the six	For the three	For the six
			on Jun. 2, 1999	months ended	months ended	months ended	months ended
			to Dec. 31, 2002	Dec. 31, 2002	Dec. 31, 2002	Dec. 31, 2001	Dec. 31, 2001
			(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)
Other Income:
	Interest income		$       23	$          6	$       23	$         0	$         0
Operating expenses:
	Mining property expenses		$   1,464	$         0	$         0	$         0	$         0
	General and  administrative
		expenses	59,978	2,641	6,900	244	488
			61,442	2,641	6,900	244	488
Net loss			$ 61,419	$   2,635	$   6,877	$      244	$      488
Net loss per share-basic (Note 3)			$     0.03	$       Nil	$       Nil	$       Nil	$       Nil
Weighted average common
	shares outstanding-basic		1,780,246	3,390,001	3,390,001	2,800,001	2,800,001
(See accompanying notes)

Page 42

Cougar Holdings Inc. FS Page 3 of 5 Dec. 31, 2002 Interim Financial Statements

Cougar Holdings Inc.
(An Exploration Stage Company)
Statements of Cash Flows
(Unaudited)
			For the period
			from inception		For the six		For the six
			on June 2, 1999		months ended		months ended
			to Dec. 31, 2002		Dec. 31, 2002		Dec. 31, 2001
			(Unaudited)		(Unaudited)		(Unaudited)
Cash flows from operating activities:
	Net loss		$      (61,419	)	$        (6,877	)	$           (488	)
	Adjustments to reconcile net loss to net
	cash used by operating activities
		Depreciation	2,802		488		488
Change in:
	Related party payables		57,104		0		0
		Net cash used by operating activities	(1,513)		(6,389	)	0
Cash flows from investing activities:
	Purchase of equipment		(4,876	)	0		0
		Net cash used by investing activities	(4,876	)	0		0
Cash flows from financing activities:
	Sales of common stock		10,200		0		0
		Net cash provided by financing	10,200		0		0
		activities
Net change in cash			3,811		(6,389	)	0
Cash, beginning of period			0		10,200		0
Cash, end of period			$        3,811		$         3,811		$                0
Supplemental disclosure of cash flow information
	Noncash financing activity
		Common stock issued for related
		party payable	$        8,600
(See accompanying notes)

Page 43

Cougar Holdings Inc. FS Page 4 of 5 December 31, 2002 Interim Financial Statements

Cougar Holdings Inc.
(An Exploration Stage Company)
Condensed Notes to Financial Statements
(Unaudited)

1.       Basis of Financial Statement Preparation

The financial statements have been prepared by COUGAR HOLDINGS 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 audited financial statements and the accompanying notes for the fiscal year ended June 30, 2002, included in the Company's Form 10-SB.  The results of operations for the period ended December 31, 2002 are not necessarily indicative of operating results for the fiscal year ended June 30, 2003.

2.       Exploration Stage Company

We are an exploration stage company formed to explore our three properties in Canada for the presence of gemstones.  Activities to date have consisted solely of the staking of mining claims.  We have not yet developed any mining properties into a producing mine, nor have we earned revenue from any of the properties.  We have minimal cash and  no history of earnings.  Since we have been an exploration stage company since inception and have not generated revenues, we operate with minimal overhead. 

3.       Net Loss Per Share

At December 31, 2002 and 2001, the Company had no outstanding stock options, warrants, and other convertible securities.  Accordingly, only basic earnings or loss per share is presented.

Page 44

Cougar Holdings Inc. FS Page 5 of 5 December 31, 2002 Interim Financial Statements

PART III

Item 1. Index to Exhibits
Item 2. Description of Exhibits

Exhibit Number	Description of Exhibits
3.1	Articles of Incorporation
3.2	Bylaws
4.1	Front of Sample Common Stock Certificate
4.2	Back of Sample Common Stock Certificate
10.1	Declaration of Trust
10.2	WCT1 Mining Claim
10.3	WC1 Mining Claim
10.4	WC2 Mining Claim
10.5	Related Party Payable - Dec. 30, 2002 letter
23.1	Consent of Expert
99.1	WCT1 Claim Prospecting Report
99.2	WC1 and WC2 Prospecting Report
99.3	Glossary of Mining Terms

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

	COUGAR HOLDINGS INC. (Registrant)
Date:  January 22, 2003	By:  Terry G. Cook President

Page 45

CERTIFICATIONS

Principal Executive Officer Certification

I, Terry G. Cook, certify that:

1.  I have reviewed this annual and periodic report on Form 10-SB of Cougar Holdings Inc.;

2.  Based on my knowledge, this annual and periodic 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 annual and periodic report;

3.  Based on my knowledge, the financial statements, and other financial information included in this annual and periodic 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 annual and periodic 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 annual and periodic 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 annual and periodic report (the "Evaluation Date"); and

c) presented in this annual and periodic report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.  The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.  The registrant's other certifying officers and I have indicated in this annual and periodic 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: January 22, 2003

Terry G. Cook
President

Page 46

Principal Financial Officer Certification

I, Terry G. Cook, certify that:

1.  I have reviewed this annual and periodic report on Form 10-SB of Cougar Holdings Inc.;

2.  Based on my knowledge, this annual and periodic 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 annual and periodic report;

3.  Based on my knowledge, the financial statements, and other financial information included in this annual and periodic 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 annual and periodic 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 annual and periodic 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 annual and periodic report (the "Evaluation Date"); and

c) presented in this annual and periodic report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.  The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.  The registrant's other certifying officers and I have indicated in this annual and periodic 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: January 22, 2003

Terry G. Cook
Chief Financial Officer

Page 47

EX-3

EX3.1 - Articles of Incorporation

ARTICLES OF INCORPORATION

OF

COUGAR HOLDINGS INC.

FIRST

The name of the corporation is COUGAR HOLDINGS INC.

SECOND

Its principal office in the state of Nevada is located at 1000 East William Street, Suite 204, Carson City, Nevada, 89701. The name and address of its resident agent is National Registered Agents, Inc. of NV, 1000 East William Street, Suite 204, Carson City, Nevada, 89701.

THIRD

The purpose or purposes for which the corporation is organized: To engage in and carry on any lawful business activity or trade, and any activities necessary, convenient, or desirable to accomplish such purposes, not forbidden by law or by these articles of incorporation.

FOURTH

The amount of the total authorized capital stock of the corporation is Two Hundred Thousand Dollars ($200,000.00) consisting of Two Hundred Million (200,000,000) shares of common stock of the par value of $0.001 each.

FIFTH

The governing board of this corporation shall be known as directors, and the number of directors may from time to time be increased or decreased in such manner as shall be provided by the bylaws of this corporation. There are three initial members of the Board of Directors and their names and addresses are:

NAME	POST-OFFICE ADDRESS
T.G. Cook	1574 Gulf Road, #1505
	Point Roberts, WA 98281
Cam Dalgliesh	1574 Gulf Road, #1505
	Point Roberts, WA 98281
Larry Low	1574 Gulf Road, #1505
	Point Roberts, WA 98281

The number of members of the Board of Directors shall not be less than one nor more than eight.

SIXTH

The capital stock, after the amount of the subscription price, or par value, has been paid in shall not be subject to assessment to pay the debts of the corporation.

SEVENTH

The name and addresses of each of the incorporators signing the Articles of Incorporation are as follows:

NAME	POST-OFFICE ADDRESS
T.G. Cook	1574 Gulf Road, #1505
	Point Roberts, WA 98281

EIGHTH

The corporation is to have perpetual existence.

NINTH

In furtherance, and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

Subject to the bylaws, if any, adopted by the stockholders, to make, alter or amend the bylaws of the corporation.

To fix the amount to be reserved as working capital over and above its capital stock paid in, to authorize and cause to be executed mortgages and liens upon the real and personal property of this corporation.

By resolution passed by a majority of the whole board, to designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the corporation, which, to the extent provided in the resolution or in the bylaws of the corporation, shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be stated in the bylaws of the corporation or as may be determined from time to time by resolution adopted by the board of directors.

When and as authorized by the affirmative vote of stockholders holding stock entitling them to exercise at least a majority of the voting power given at a stockholders' meeting called for that purpose, or when authorized by the written consent of the holders of at least a majority of the voting stock issued and outstanding, the board of directors shall have power and authority at any meeting to sell, lease or exchange all of the property and assets of the corporation, including its goodwill and its corporate franchises, upon such terms and conditions as its board of directors deem expedient and for the best interests of the corporation.

TENTH

The Common Stock may be issued from time to time in one or more series and with such designation for each such series as shall be stated and expressed in the resolution or resolutions providing for the issue of each such series adopted by the board of directors. The board of directors in any such resolution or resolutions is expressly authorized to state and express for each such series:

The voting powers, if any, of the holders of stock of such series;
The rate per annum and the times at and conditions upon which the holders of stock of such series shall be entitled to receive dividends, and whether such dividends shall be cumulative or noncumulative and if cumulative the terms upon which such dividends shall be cumulative;
The price or prices and the time or times at and the manner in which the stock of such series shall be redeemable and the terms and amount of any sinking fund provided for the purchase or redemption of shares;
The rights to which the holders of the shares of stock of such series shall be entitled upon any voluntary or involuntary liquidation, dissolution or winding up of the Company;
The terms, if any, upon which shares of stock of such series shall be convertible into, or exchangeable for, shares of stock of any other class or classes or of any other series of the same or any other class or classes, including the price or prices or the rate or rates of conversion or exchange and the terms of adjustment, if any; and
Any other designations, preferences, and relative participating, optimal or other special rights, and qualifications, voting rights, limitations or restrictions thereof so far as they are not inconsistent with the provisions of the Articles of Incorporation, as amended, and to the full extent now or hereafter permitted by the laws of Nevada.

ELEVENTH

Meeting of stockholders may be held outside the State of Nevada, if the bylaws so provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Nevada at such place or places as may be designated from time to time by the board of directors or in the bylaws of the corporation.

TWELFTH

This corporation reserves the right to amend alter, change or repeal any provision contained in the Articles of Incorporation, in the manner now or hereafter prescribed by statute, or by the Articles of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation.

THIRTEENTH

The corporation shall indemnify its officers, directors, employees and agents to the full extent permitted by the laws of the State of Nevada.

APPROVED AND ADOPTED June 2, 1999.

CERTIFICATE OF THE SECRETARY

I, Cam Dalgliesh, hereby certify that I am the Secretary of COUGAR HOLDINGS INC., and the foregoing Articles, constitute the Articles of this company as duly adopted at a meeting of the Shareholders of the corporation held on June 2, 1999.

IN WITNESS WHEREOF, I have hereunto subscribed my name on June 2, 1999.

/s/ Cam Dalgliesh

Cam Dalgliesh

 

EX-3

EX3.2 - Bylaws of Cougar Holdings Inc.

BYLAWS

 OF

 COUGAR HOLDINGS INC.

A NEVADA CORPORATION

ARTICLE I

OFFICES

SECTION 1. The registered office of this corporation shall be in the City of Carson City, State of Nevada.

SECTION 2. The Corporation may also have offices at such other places both within and without the State of Nevada as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE 2

MEETINGS OF STOCKHOLDERS

SECTION 1. All annual meetings of the stockholders shall be held at the registered office of the corporation or at such other place within or without the State of Nevada as the Directors shall determine. Special meetings of the stockholders may be held at such time and place within or without the State of Nevada as shall be stated in the notice of the meeting, or in a duly executed waiver of notice thereof.

SECTION 2. Annual meetings of the stockholders shall be held on the anniversary date of incorporation each year if not a legal holiday and, and if a legal holiday, then on the next secular day following, or at such other time as may be set by the Board of Directors from time to time, at which the stockholders shall elect by vote a Board of Directors and transact such other business as may properly be brought before the meeting.

SECTION 3. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called by the President or the Secretary, by resolution of the Board of Directors or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose of the proposed meeting.

SECTION 4. Notices of meetings shall be in writing and signed by the President or Vice- President or the Secretary or an Assistant Secretary or by such other person or persons as the Directors shall designate. Such notice shall state the purpose or purposes for which the meeting is called and the time and the place, which may be within or without this State, where it is to be held. A copy of such notice shall be either delivered personally to or shall be mailed, postage prepaid, to each stockholder of record entitled to vote at such meeting not less than ten nor more than sixty days before such meeting. If mailed, it shall be directed to a stockholder at his address as it appears upon the records of the corporation and upon such mailing of any such notice, the service thereof shall be complete and the time of the notice shall begin to run from the date upon which such notice is deposited in the mail for transmission to such stockholder. Personal delivery of any such notice to an officer of the corporation or association, or to any member of a partnership shall constitute delivery of such notice to such corporation, association or partnership. In the event of the transfer of stock after delivery of such notice of and prior to the holding of the meeting, it shall not be necessary to deliver or mail such notice of the meeting to the transferee.

SECTION 5. Business transactions at any special meeting of stockholders shall be limited to the purpose stated in the notice.

SECTION 6. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcements at the meeting, until a quorum shall be presented or represented. At such adjourned meetings at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

SECTION 7. When a quorum is present or represented at any meeting, the vote of the holders of 10% of the stock having voting power present in person or represented by proxy shall be sufficient to elect Directors or to decide any question brought before such meeting, unless the question is one upon which by express provision of the statute or of the Articles of Incorporation, a different vote shall govern and control the decision of such question.

SECTION 8. Each stockholder of record of the corporation shall be entitled at each meeting of the stockholders to one vote for each share standing in his name on the books of the corporation. Upon the demand of any stockholder, the vote for Directors and the vote upon any question before the meeting shall be by ballot.

SECTION 9. At any meeting of the stockholders any stockholder may be represented and vote by a proxy or proxies appointed by an instrument in writing. In the event that any such instrument in writing shall designate two or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one shall be present, then that one shall have and may exercise all the powers conferred by such written instruction upon all of the persons so designated unless the instrument shall otherwise provide. No proxy or power of attorney to vote shall be voted at a meeting of the stockholders unless it shall have been filed with the Secretary of the meeting when required by the inspectors of election. All questions regarding the qualifications of voters, the validity of proxies and the acceptance of or rejection of votes shall be decided by the inspectors of election who shall be appointed by the Board of Directors, or if not so appointed, then by the presiding officer at the meeting.

SECTION 10. Any action which may be taken by the vote of the stockholders at a meeting may be taken without a meeting if authorized by the written consent of stockholders holding at least a majority of the voting power, unless the provisions of the statute or the Articles of Incorporation require a greater proportion of voting power to authorize such action in which case such greater proportion of written consents shall be required.

ARTICLE 3

DIRECTORS

SECTION 1. The business of the corporation shall be managed by its Board of Directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

SECTION 2. The number of Directors which shall constitute the whole board shall be not less than one and not more than eight. The number of Directors may from time to time be increased or decreased to not less than one nor more than eight by action of the Board of Directors. The Directors shall be elected at the annual meeting of the stockholders and except as provided in section 2 of this Article, each Director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

SECTION 3. Vacancies in the Board of Directors including those caused by an increase in the number of Directors, may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director, and each Director so elected shall hold office until his successor is elected at the annual or a special meeting of the stockholders. The holders of a two-thirds of the outstanding shares of stock entitled to vote may at any time peremptorily terminate the term of office of all or any of the Directors by vote at a meeting called for such purpose or by a written statement filed with the Secretary or, in his absence, with any other officer. Such removal shall be effective immediately, even if successors are not elected simultaneously and the vacancies on the Board of Directors resulting therefrom shall only be filled from the stockholders.

A vacancy or vacancies on the Board of Directors shall be deemed to exist in case of death, resignation or removal of any Director, or if the authorized number of Directors be increased, or if the stockholders fail at any annual or special meeting of stockholders at which any Director or Directors are elected to elect the full authorized number of Directors to be voted for at that meeting. The stockholders may elect a Director or Directors at any time to fill any vacancy or vacancies not filled by the Directors. If the Board of Directors accepts the resignation of a Director tendered to take effect at a future time, the Board or the stockholders shall have power to elect a successor to take office when the resignation is to become effective.

No reduction of the authorized number of Directors shall have the effect of removing any Director prior to the expiration of his term of office.

ARTICLE 4

MEETING OF THE BOARD OF DIRECTORS

SECTION 1. Regular meetings of the Board of Directors shall be held at any place within or without the State which has been designated from time to time by resolution of the Board or by written consent of all members of the Board. In the absence of such designation regular meetings shall be held at the registered office of the corporation. Special meetings of the Board may be held either at a place so designated or at the registered office.

SECTION 2. The first meeting of each newly elected Board of Directors shall be held immediately following the adjournment of the meeting of stockholders and at the place thereof. No notice of such meeting shall be necessary to the Directors in order legally to constitute the meeting, provided a quorum be present. In the event such meeting is not so held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors.

SECTION 3. Regular meetings of the Board of Directors may be held without call or notice at such time and at such place as shall from time to time be fixed and determined by the Board of Directors.

SECTION 4. Special meetings of the Board of Directors may be called by the Chairman or the President or by the Vice-President or by any two Directors. Written notice of the time and place of special meetings shall be delivered personally to each Director, or sent to each Director by mail or by other form of written communication, charges prepaid, addressed to him at his address as it is shown upon the records or if not readily ascertainable, at the place in which the meetings of the Directors are regularly held. In case such notice is mailed or telegraphed, it shall be deposited in the postal service or delivered to the telegraph company at least forty-eight (48) hours prior to the time of the holding of the meeting. In case such notice is delivered or taxed, it shall be so delivered or taxed at least twenty-four (24) hours prior to the time of the holding of the meeting. Such mailing, telegraphing, delivery or taxing as above provided shall be due, legal and personal notice of such Director.

SECTION 5. Notice of the time and place of holding an adjourned meeting need not be given to the absent Directors if the time and place be fixed at the meeting adjourned.

SECTION 6. The transaction of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though transacted at a meeting duly held after regular call and notice, if a quorum be present, and if, either before or after such meeting, each of the Directors not present signs a written waiver of notice, or a consent of holding such meeting, or approvals of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

SECTION 7. The majority of the authorized number of Directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, unless a greater number be required by law or by the Articles of Incorporation. Any action of a majority, although not at a regularly called meeting, and the record thereof, if assented to in writing by all of the other members of the Board shall be as valid and effective in all respects as if passed by the Board in regular meeting.

SECTION 8. A quorum of the Directors may adjourn any Directors meeting to meet again at stated day and hour; provided, however, that in the absence of a quorum, a majority of the Directors present at any Directors meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board.

ARTICLE 5

COMMITTEES OF DIRECTORS

SECTION 1. The Board of Directors may, by resolution adopted by a majority of the whole Board, designate one or more committees of the Board of Directors, each committee to consist of two or more of the Directors of the corporation which, to the extent provided in the resolution, shall and may exercise the power of the Board of Directors in the management of the business and affairs of the corporation and may have power to authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by the Board of Directors. The members of any such committee present at any meeting and not disqualified from voting may, whether or not they constitute a quorum, unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. At meetings of such committees, a majority of the members or alternate members at any meeting at which there is a quorum shall be the act of the committee.

SECTION 2. The committee shall keep regular minutes of their proceedings and report the same to the Board of Directors.

SECTION 3. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by a majority of the members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee.

ARTICLE 6

COMPENSATION OF DIRECTORS

SECTION 1. The Directors may be paid their expenses of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as Director. No such payment shall preclude any Director from serving the corporation in any other capacity and receiving compensation therefore. Members of special or standing committees may be allowed like reimbursement and compensation for attending committee meetings.

ARTICLE 7

NOTICES

SECTION 1. Notices to Directors and stockholders shall be in writing and delivered personally or mailed to the Directors or stockholders at their addresses appearing on the books of the corporation. Notices to Directors may also be given by fax and by telegram. Notice by mail, fax or telegram shall be deemed to be given at the time when the same shall be mailed.

SECTION 2. Whenever all parties entitled to vote at any meeting, whether of Directors or stockholders, consent, either by a writing on the records of the meeting or filed with the Secretary, or by presence at such meeting or oral consent entered on the minutes, or by taking part in the deliberations at such meeting without objection, the doings of such meeting shall be as valid as if had at a meeting regularly called and noticed, and at such meeting any business may be transacted which is not excepted from the written consent to the consideration of which no objection for want of notice is made at the time, and if any meeting be irregular for want of notice or such consent, provided a quorum was present at such meeting, the proceedings of said meeting may be ratified and approved and rendered likewise valid and the irregularity or defect therein waived by a writing signed by all parties having the right to vote at such meeting; and such consent or approval of stockholders may be by proxy or attorney, but all such proxies and powers of attorney must be in writing.

SECTION 3. Whenever any notice whatever is required to be given under the provisions of the statute, of the Articles of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE 8

OFFICERS

SECTION 1. The officers of the corporation shall be chosen by the Board of Directors and shall be a President, a Secretary and a Treasurer. Any person may hold two or more offices.

SECTION 2. The Board of Directors at its first meeting after each annual meeting of stockholders shall choose a President, a Secretary and a Treasurer, none of whom need be Directors.

SECTION 3. The Board of Directors may appoint a Chairman of the Board, a Vice-Chairman of the Board, Vice- Presidents and one or more Assistant Secretaries and Assistant Treasurers and such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

SECTION 4. The salaries and compensation of all officers of the corporation shall be fixed by the Board of Directors.

SECTION 5. The officers of the corporation shall hold office at the pleasure of the Board of Directors. Any officer elected or appointed by the Board of Directors may be removed any time by the Board of Directors. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise shall be filled by the Board of Directors.

SECTION 6. The CHAIRMAN OF THE BOARD, if one has been appointed, shall preside at meetings of the stockholders and the Board of Directors, and shall see that all orders and resolutions of the Board of Directors are carried into effect.

SECTION 7. The VICE-CHAIRMAN, if one has been appointed, shall, in the absence or disability of the Chairman of the Board, perform the duties and exercise the powers of the Chairman of the Board and shall perform other such duties as the Board of Directors may from time to time prescribe.

SECTION 8. The PRESIDENT shall be the chief executive officer of the corporation and shall have active management of the business of the corporation. He shall execute on behalf of the corporation all instruments requiring such execution except to the extent the signing and execution thereof shall be expressly designated by the Board of Directors to some other officer or agent of the corporation.

SECTION 9. The VICE-PRESIDENTS shall act under the direction of the President and in absence or disability of the President shall perform the duties and exercise the powers of the President. They shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe. The Board of Directors may designate one or more Executive Vice-Presidents or may otherwise specify the order of seniority of the Vice-Presidents. The duties and powers of the President shall descend to the Vice-Presidents in such specified order of seniority.

SECTION 10. The SECRETARY shall act under the direction of the President. Subject to the direction of the President he shall attend all meetings of the Board of Directors and all meetings of the stockholders and record the proceedings. He shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and will perform other such duties as may be prescribed by the President or the Board of Directors.

SECTION 11. The ASSISTANT SECRETARIES shall act under the direction of the President. In order of their seniority, unless otherwise determined by the President or the Board of Directors, they shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary. They shall perform other such duties and have such other powers as the President and the Board of Directors may from time to time prescribe.

SECTION 12. The TREASURER shall act under the direction of the President. Subject to the direction of the President he shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all money and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the corporation as may be ordered by the President or the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the corporation.

If required by the Board of Directors, the Treasurer shall give the corporation a bond in such sum and with such surety as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

SECTION 13. The ASSISTANT TREASURERS in order of their seniority, unless otherwise determined by the President or the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer. They shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

ARTICLE 9

CERTIFICATES OF STOCK

SECTION 1. Every stockholder shall be entitled to have a certificate signed by the President or a Vice- President and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the corporation, certifying the number of shares owned by him in the corporation. If the corporation shall be authorized to issue more than one class of stock or more that one series of any class, the designations, preferences and relative, participating, optional or other special rights of the various classes of stock or series thereof and the qualifications, limitations or restrictions of such rights, shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such stock.

SECTION 2. If a certificate is signed (a) by a transfer agent other than the corporation or its employees or (b) by a Registrant other than the corporation or its employees, the signatures of the officers of the corporation may be facsimiles. In case any officer who has signed or whose facsimile signatures have been placed upon a certificate shall cease to be such officer before such certificate is issued, such certificate may be issued with the same effect as though the person had not ceased to be such officer. The seal of the corporation, or a facsimile thereof, may, but need not be, affixed to certificates of stock.

SECTION 3. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost or destroyed upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

SECTION 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duty endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation, if it is satisfied that all provisions of the laws and regulations applicable to the corporation regarding transfer and ownership of shares have been compiled with, to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

SECTION 5. The Board of Directors may fix in advance a date not exceeding sixty (60) days nor less than ten (IO) days preceding the date of any meeting of stockholders, or the date of the payment of any dividend, or the date of the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining the consent of stockholders for any purpose, as a record date for the termination of the stockholders entitled to notice of and to vote at any such meeting, and any adjournment thereof, or entitled to receive payment of any such dividend, or to give such consent, and in the such case, such stockholders, and only such stockholders as shall be stockholders of record on the date so fixed, shall be entitled to notice of and to vote as such meeting, or any adjournment thereof, or to receive such payment of dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after such record date fixed as aforesaid.

SECTION 6. The corporation shall be entitled to recognize the person registered on its books as the owner of the share to be the exclusive owner for all purposes including voting and dividends, and the corporation shall not be bound to recognize any equitable or other claims to or interest in such shares or shares on the part of any -other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.

ARTICLE 10

GENERAL PROVISIONS

SECTION 1. Dividends upon the capital stock of the corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of the capital stock, subject to the provisions of the Articles of Incorporation.

SECTION 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends or for repairing and maintaining any property of the corporation, or for such other purpose as the Directors shall think conducive to the interests of the corporation, and the Directors may modify or abolish any such reserve in the manner in which it was created.

SECTION 3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

SECTION 4. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

SECTION 5. The corporation may or may not have a corporate seal, as may be from time to time determined by resolution of the Board of Directors. If a corporate seal is adopted, it shall have inscribed thereon the name of the corporation and the words "Corporate Seal" and "Nevada". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE 11

INDEMNIFICATION

Every person who was or is a party or is a threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or a person of whom he is the legal representative is or was a Director or officer of the corporation or is or was serving at the request of the corporation or for its benefit as a Director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest legally permissible under the laws of the State of Nevada (currently set forth in NRS 78.751) from time to time against all expenses, liability and loss (including attorney's fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith. The expenses of officers and Directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. Such right of indemnification shall not be exclusive of any other right which such Directors, officers or representatives may have or hereafter acquire and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of stockholders, provision of law or otherwise, as well as their rights under this Article.

The Board of Directors may cause the corporation to purchase and maintain insurance on behalf of any person who is or was a Director or officer of the corporation, or is or was serving at the request of the corporation as a Director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the corporation would have the power to indemnify such person.

The Board of Directors may form time to time adopt further Bylaws with respect to indemnification and amend these and such Bylaws to provide at all times the fullest indemnification permitted by the laws of the State of Nevada.

ARTICLE 12

AMENDMENTS

SECTION 1. The Bylaws may be amended by a majority vote of all the stock issued and outstanding and entitled to vote at any annual or special meeting of the stockholders, provided notice of intention to amend shall have been contained in the notice of the meeting.

SECTION 2. The Board of Directors by a majority vote of the whole Board at any meeting may amend these Bylaws, including Bylaws adopted by the stockholders, but the stockholders may from time to time specify particulars of the Bylaws which shall not be amended by the Board of Directors.

APPROVED AND ADOPTED June 2, 1999.

CERTIFICATE OF THE SECRETARY

I, Cam Dalgliesh, hereby certify that I am the Secretary of COUGAR HOLDINGS INC., and the foregoing Bylaws, consisting of 10 pages, constitute the code of Bylaws of this company as duly adopted at a meeting of the Board of Directors of the corporation held on June 2, 1999.

IN WITNESS WHEREOF, I have hereunto subscribed my name on June 2, 1999.

/s/  Cam Dalgliesh

Cam Dalgliesh - Secretary

EX-4

EX4.1 - Front of Sample Common Stock Certificate

EX-4

EX4.2 - Back of Sample Common Stock Certificate

EX-10

EX10.1 - Declaration of Trust

DECLARATION OF TRUST

This Declaration of Trust verifies that Terry G. Cook of 10655 NE 4th Street, Suite 400, Bellevue, WA  98004 does hereby declare that title to the mineral claims shown below are held in the name of Terry G. Cook but that all these claims are held in trust for Cougar Holdings, Inc. of 10655 NE 4th Street, Suite 400, Bellevue, WA  98004.  The claims are:

NAME OF CLAIM	TENURE NUMBER	UNITS	PERCENTAGE OF TITLE
WCT1	391700	20	100%
WC1	391701	20	100%
WC2	391702	20	100%

The above mineral claims are in the Vernon Mining Division of British Columbia.

Terry G. Cook has no interest whatsoever in the said mineral claims other than that of a bare trustee and that any distribution whether income or capital and whether in cash or otherwise, and any rights in respect of the said mineral claims do not in any manner belong to Terry G. Cook, but are the property of the said Cougar Holdings, Inc.

Terry G. Cook will deliver full title on demand to Cougar Holdings, Inc. for as long as the claims are in good standing with the Province of British Columbia.

DATED for reference the 31st day of January 2002.

SIGNED, SEALED and DELIVERED

/s/  Terry G. Cook

_______________________________
Terry G. Cook

By Terry G. Cook in the presence of:

/s/  Mike Dufton

_______________________________
Mike Dufton
Witness

EX-10

EX10.2 - WCT1 Mining Claim

EX-10

EX10.3 - WC1 Mining Claim

EX-10

EX10.4 - WC2 Mining Claim

EX-10

Hudson Capital Corporation

10655 NE 4th Street
Suite 400
Bellevue, WA
98004
Phone: (604) 879-9001  Fax: (604) 263-4035

December 30, 2002

Attention:  Cougar Holdings Inc.

10655 NE 4th Street
Suite 400
Bellevue, WA
98004

Re:  Deferral of Accounts Payable

Dear Sirs:

Hudson Capital Corporation hereby agrees to not demand payment of any monies owing by Cougar Holdings Inc. to Hudson Capital until July 1, 2004.

Sincerely,

T. G. Cook, President
Hudson Capital Corporation

EX-23

William Lumley
338 - 500 Dunsmuir St.
Vancouver, B.C.
V6B 1Y2

(604)  715-4182

Board of Directors
Cougar Holdings
10655 NE 4th Street, Suite 400
Bellevue, WA  98004

CONSENT of William Lumley, B.Sc. (Honors Geology)

I consent to the use of our reports dated February 21, 2002 on the WCT1 Claim, the WC1 Claim and the WC2 Claim, all within the Vernon Mining District, British Columbia, Canada and the inclusion of my name under the heading "Experts" in the Form 10SB-12g Registration Statement filed with the Securities and Exchange Commission.

/s/ William E. Lumley

WILLIAM LUMLEY, B. Sc.

William Lumley
Vancouver, B.C.

January 15, 2003

EX-99

PROSPECTING REPORT

ON THE

WCT1 CLAIM

VERNON AREA

SOUTHEASTERN, BRITISH COLUMBIA

VERNON MINING DISTRICT

NTS: 82 L 05 E

LATITUDE: 50 DEGREES 22 MINUTES
LONGITUDE: 119 DEGREES 35 MINUTES

PREPARED FOR:

COUGAR HOLDINGS INC.
10655 N.E. 4TH ST.,  SUITE 400
BELLEVUE WA  98004

WILLIAM E. LUMLEY B. Sc.
FEBRUARY 21, 2002

TABLE OF CONTENTS
INTRODUCTION	1
LOCATION AND ACCESS
TOPOGRAPHY AND PHYSIOGRAPHY
PROPERTY STATUS
PROPERTY HISTORY
GEOLOGICAL SETTING	2
REGIONAL GEOLOGY
PROPERTY GEOLOGY & DISCUSSION
CONCLUSION AND RECOMMENDATIONS	5
REFERENCES	6
STATEMENT OF QUALIFICATIONS	7

INTRODUCTION

LOCATION AND ACCESS

The WCT1 claim is a Four-Post Mineral claim located 23 kilometers north of Vernon and 15 kilometres south southwest of Falkland in the Okanagan region of south-central British Columbia.  The claim rests on the Thompson Plateau at 50 degrees 22 minutes 27 seconds North Latitude and 119 degrees 35 minutes 17 seconds West Longitude near the headwaters of Ewers Creek. Ewers Creek flows east 8.5 kilometres where it joins Equesis Creek (Six Mile Creek) south to the north arm of Okanagan Lake. Siwash Rock Mountain and Pinaus Lake lie 4.5 kilometre northeast and 6 kilometres north of the claims respectively.

Access to the claim is gained by driving south on Westside Road to Six Mile Road, 10.3 kilometres to the McGregor Main Logging Road and west 13.5 km. to the southern part of the claim.

Topography and Physiography

The topographic relief is steep on the west and northern half of the property as it lies at or near the bottom of the Ewers Creek Canyon.  From here the terrain rises in a series of vertical cliffs 25-50 metres in height from an elevation of 1,605 metres (3500 ft.) above sea level to the gently rolling Thompson Plateau with a maximum elevation of 1490 metres (4900 ft.) on the eastern edge of the claim.  A deeply incised V-shaped valley with steep flow gradient bisects the middle of the claim.

Vegetation includes birch, spruce and minor hemlock and cedar, with typical open bush and dry grass of the Okanagan Valley.  A large area of the claim is logged; the resulting new undergrowth is a dense jungle of alder and spruce making traversing arduous.

Property Status

The WCT1 claim consists of the following mineral claim, located within the Vernon Mining District:

Claim Name	Tenure Number	Units	Record Date
WCT1	391700	20	01/31/02

The current owner Mr. Terry Cook located at U13 - 601 W. Broadway, Vancouver, B.C.  Acceptance of this report will bring the surrender date to January 25, 2003 for the WCT1 claim.

page 1

Property History

No history of any note has been found regarding the WCT1 claim itself but it is in close proximity to the Klinker Precious Opal Prospect.

The Klinker and Ewer claims were staked in 1991,1992 respectively by R.W. York-Hardy to cover the first significant discovery of precious opal in British Columbia and in Canada.  In 1995 and 1996, the deposit was bulk sampled using mechanized equipment. Numerous nodules and veins of precious opal have been located in several pits on the site.  To date a total of 24 claims have been staked at this site.

GEOLOGICAL SETTING

Regional Geology

The WCT1 Claim is situated in the southern end of a large Tertiary Basin, 30 km wide and 150 km. long, stretching from Trepanier on the west side of Okanagan Lake northwest to the South Thompson River just east of Kamloops.  This basin overlie the paleosufaces of the Thompson Group and has been mapped by several authors noted in the bibliography. Stratigraphy of the basin is as follows from Ewing (1981):

KAMLOOPS GROUP:

DEWDROP FORMATION

Volcanic section of the Kamloops Group characterized by black, chocolate brown basalt/andesites with minor dark grey basalts that weather maroon, rusty red, terra cotta brown, khaki brown and light buff. also include within this assemblage is the minor interbedded tuffs, tephras and top flow breccias.

Porphyritic texture are common with small phenocrysts of augite, hornblende and olivine in the darker basalts and feldspars quartz and biotite in the lighter coloured rhyolitic lavas. many of the lava are vesicular or amygdaloidal containing zeolite, chalcedony and agate with minor opal .

TRANQUILLE FORMATION

This formation is typically tuffaceous sediments, lahars, lithic greywacke and minor grey black shales that have locally filled the paleographical lows at or near the base of the Eocene and form lenses up to 200 metres in thickness and a few kilometres long.

page 2

CHU CHUA FORMATION

The basal sedimentary lenses located along the northeastern edge of the basin belong to the Chu Chua Formation. These lenses are characterized by sedimentary breccia and subangular pebble to cobble conglomerate which develop almost to the exclusion of fine clastic sediments.

 ____________________________ ANGULAR UNCONFORMITY

HARPER RANCH GROUP (PERMIAN AGE)

Contains highly altered andesite and associated sediments originally mapped as the Cache Creek Group by Jones (1949).

Property Geology

The WCT1 claim is underlain by the volcanic and sedimentary rocks of the Kamloops Group with the dominant lithology located as outcrop on the property being the basal members of the Tranquille Formation of the Kamloops Group.  An angular unconformity found in Ewer Creek canyon marks the paleosurface of the Upper Paleozoic sedimentary and volcanics of the Harper Ranch Group on which the Kamloops group is laid.  This unconformity dips gently to the west at about 10 degrees.

In the course of prospecting, nine distinct geological units were recognized:

HARPER RANCH GROUP (Permian)

Unit 1:

Dark green to black highly altered andesite with minor diorite and lapilli tuff found in the Ewer Creek Canyon on the north part of the claim.

Unit 2:

Massive crystalline limestone with minor argillaceous tuff, argillite and quartzite.  This unit outcrops in the deeply incised valley in the centre of the claim and makes some of the cliffs in the upper reached of Ewer Creek.

page 3

TRANQUILE FORMATION

All of the units on the property appear to have waterlain being locally well bedded and have been dip to the west southwest at about 10 - 15 degrees.  Downdip as the basin deepens as the units pass from the basal unit 3 to a calcareous siltstone (unit 8). Descriptions of the individual units are as follows:

Unit 3:

Yellowish-brown to red weathering, well-bedded volcaniclastic/arkosic matrix or clast dominant sediments. Lithologies include immature tuffaceous wacke, arkose, minor siltstone and sandstone and layers of lapilli tuff.  Locally angular clasts of scoreacous basalt and andesite up to 15 cm. in width occupy as much as 40% of the rock. individual beds vary from 2mm to 25 cm in thickness with colour varying from pale yellow to dark yellow brown.  The rock is soft but well lithified.  Sole plating, mud cracks and ripples can be seen in a large amount of the outcrops near Ewer Creek.

Unit 4:

Poorly lithified ash flow tuff with abundant clasts of basalt making up 50% of the outcrop.  This unit is found mainly on top of the cliffs marking deeply incised creek in the north central of the claim and on the road near the northwestern boundary of the claim.

Unit 5:

Reddish to maroon weathering, variably resistant, massive heterolithic lahar.  Blocks of mostly basalt occur as well rounded clasts less than or equal to 30cm in diameter in a medium to coarse grained arkosic/tuff matrix. This unit contains abundant agate sometime occupying more than 50% of the rock.

Unit 6:

Dark green, dark green grey lapilli tuff outcropping near the edge of the above unit and contains abundant agate.

page 4

Unit 8:

Uniform black to dark grey calcareous tuffaceous siltstone.

DEWDROP FORMATION

Unit 7:

Fresh unaltered predominately scoriacous baaalt/andesite forming sills cutting the Tranquille Formation Were flow banding is evident these are locally filled with abundant agate.  On the western boundary of the claim adjoining a forestry cut block this unit is characterized by very fine flows 2-3mm in thickness alternating red and black on fresh surface and weathering dark and white respectively.

Unit 9:

Fresh unaltered predominately scoriacous baaalt/andesite forming the topographic highs on the western edge of the property.

Mr. Terry Cook asked if I would examine the economic potential of WCT1 because of the claims proximity to the Klinker Precious Opal Prospect and perform some geological work for assessment.

CONCLUSIONS AND RECOMMENDATIONS

No economic minerals were found in the limited prospecting performed on the property.  Geology of the WCT1 claim appears to be volcanoclastic sediments of the Tranquille Formation of the Kamloops Group overlaying the altered andesites lapilli tuffs and diorites of the Permian aged Harper Ranch Group.  In addition several outcrops were noted of basalt/andesites of the Dewdrop Formation which are also part of the Kamloops Group.

It is recommended that future exploration be concentrated on the eastern half of the WCT1 claim.  There is a potential for a discovery of high grade precious opal within the altered red and purple coloured lahar and lapilli tuff found west of the Klinker Prospect on the eastern boundary of WCT1.  Abundant agate with minor opal was seen within this unit but fresh rock is needed to see if precious opals exist.  The Klinker Discovery was made after the outcrop was ripped with a bulldozer.

It is recommended that several areas of mineralization be tested by bulldozer ripping.

page 5

REFERENCES

Church , B.N. (1979): Tertiary Stratigraphy and Resources Potential in South central British Columbia; in Geological Fieldwork 1978, B.C. Ministry of Energy, Mines & Pet. Res., Paper 1979-1. pages 7-15.

Church , B.N. (1980): Geology of the Terrace Mountain Tertiary Outlier; B.C. Ministry of Energy, Mines & Pet. Res., Revised Preliminary Map 37.

Jones, A.G. (1959): Vernon Map-area, British Columbia; Geological Survey of Canada, Memoir 296, 186 pages.

Read, P.B. (1996): Industrial Mineral Potential of the Tertiary Rocks, Vernon (82L) and Adjacent Map Areas; in Geological Fieldwork 1995, B. grant and J.M. Newell Editors, B.C. Ministry of Energy, Mines & Pet. Res., Paper 1996-1. pages 207-218.

page 6

STATEMENT OF QUALIFICATIONS

I William E. Lumley of the city of Vancouver, Province of British Columbia, do hereby certify that:

1.    I am a consulting geologist resident at #338 - 500 Dunsmuir Street, Vancouver, British Columbia V6B-1Y2.

2.    I have been practicing my profession for twenty five years in Canada, United States and Internationally.

3.    I am a Graduate of the University of Waterloo with a Bachelor of Science Degree in Geology.

4.    This report is based on knowledge of the claims gained from mapping activity described herein.

5.    I hold no beneficial interest in the WC1 & WC2 claims.

/s/ William E. Lumley

__________________________

William E. Lumley B. Sc.

page 7

GEOLOGICAL UNITS

KAMLOOPS GROUP: (TERTIARY)

DEWDROP FORMATION

Unit 9:

Fresh unaltered predominately scoriacous or porphyritic baaalt/andesite.

Unit 7:

Fresh unaltered predominately scoriacous baaalt/andesite forming sills cutting the Tranquille Formation Flow banding is locally filled with abundant agate.

TRANQUILE FORMATION

Unit 8:

Uniform black to dark grey calcareous tuffaceous siltstone.

Unit 6:

Dark green, dark green grey lapilli tuff outcropping near the edge of the above unit and contains abundant agate.

Unit 5:

Reddish to maroon weathering, variably resistant, massive heterolithic lahar.  Blocks of mostly basalt occur as well rounded clasts less than or equal to 30cm in diameter in a medium to coarse grained arkosic/tuff matrix.  This unit contains abundant agate sometime occupying more than 50% of the rock.

page 8

Unit 4:

Poorly lithified ash flow tuff with abundant clasts of basalt making up 50% of the outcrop.

Unit 3:

Yellowish-brown to red weathering, well-bedded arkosic, matrix or clast dominant lahar.  Locally angular clasts of scoreacous basalt and andesite up to 15 cm. in width locally occupy 40% of the rock.  Beds vary from 2mm to 25 cm in thickness with colour varying from pale yellow to dark yellow brown.  The rock is soft but well lithified. Sole plating, mud cracks and ripples can be seen.

HARPER RANCH GROUP (Permian)

Unit 2:

Massive crystalline limestone with minor argillaceous tuff, argillite and quartzite.  This unit outcrops in the deeply incised valley in the centre of the claim and makes some of the cliffs in the upper reached of Ewer Creek.

Unit 1:

Dark green to black highly altered andesite with minor diorite and lapilli tuff found in the Ewer Creek Canyon on the north part of the claim.

GEOLOGICAL LEGEND

Bedding with dip                                        Opal

Flow banding with dip                               Agate

 Varved lithology                                       Epidote

Geological Boundary Assumed

page 9

EX-99

PROSPECTING REPORT

ON THE

WC1 & WC2 CLAIMS

VERNON AREA

SOUTHEASTERN, BRITISH COLUMBIA

VERNON MINING DISTRICT

NTS: 82 L 05 E

LATITUDE: 50 DEGREES 21MINUTES
LONGITUDE: 119 DEGREES 31MINUTES
UTM GRID:  5581000 N
                       320000 E

PREPARED FOR:

COUGAR HOLDINGS INC.
10655 N.E. 4TH ST.,  SUITE 400
BELLEVUE WA  98004

WILLIAM E. LUMLEY B. Sc.
FEBRUARY 21, 2002

TABLE OF CONTENTS
INTRODUCTION	1
LOCATION AND ACCESS
TOPOGRAPHY AND PHYSIOGRAPHY
PROPERTY STATUS
PROPERTY HISTORY
GEOLOGICAL SETTING	2
REGIONAL GEOLOGY
PROPERTY GEOLOGY & DISCUSSION
CONCLUSION AND RECOMMENDATIONS	7
REFERENCES	8
STATEMENT OF QUALIFICATIONS	9

INTRODUCTION

LOCATION AND ACCESS

The WC1 & WC2 claims are Four-Post Mineral claims located 21 kilometers north of Vernon and 16 kilometres south southwest of Falkland in the Okanagan region of south-central British Columbia.  The claims rests on the Thompson Plateau centred at 50 degrees 21 minutes 27 seconds North Latitude and 119 degrees 31minutes 17 seconds West Longitude (UTM Co-Ordinates 5581000 N. 320000 E) near Ewers Creek.  Ewers Creek flows east 2.5 kilometres where it joins Equesis Creek (Six-Mile Creek) south to the north arm of Okanagan Lake.  Siwash Rock Mountain and Pinaus Lake lie 1.0 kilometre north and 7 kilometres northwest of the claims respectively.

Access to the claim is gained by driving south on Westside Road to Six Mile Road, 10.3 kilometres to the McGregor Main Logging Road and west 7.0 km. to the central part of the claim.

Topography and Physiography

The topographic relief throughout most of the claims is steep as a result of the two large canyons housing Ewer and McGregor Creeks.  The northern half of the WC1 property as it lies at or near the bottom of the Ewers Creek Canyon.  From here the terrain rises in a series of vertical cliffs 10-20 metres in height from an elevation of 875 metres (2400 ft.) above sea level to the gently rolling Thompson Plateau with a maximum elevation of 1433 metres (4700 ft.) on the southern edge of the WC2 claim.

Vegetation includes birch, spruce and minor hemlock and cedar, with local areas containing the typical open bush and dry grass of the Okanagan Valley.  Exploration is arduous due to the topography and a large amount of deadfall contained on the slopes.  Where logged there is undergrowth of tag alder

Property Status

The WC1 & WC2 claims consist of the following mineral claim, located within the Vernon Mining District:

Claim Name	Tenure Number	Units	Record Date
WC1	391701	20	01/31/02
WC2	391702	20	01/31/02

The current owner Mr. Terry Cook located at U13 - 601 W. Broadway, Vancouver, B.C.  Acceptance of this report will bring the surrender date to January 26 & 27, 2003 for the WC1 and WC2 claims respectively.

page 1

Property History

No history of any note has been found regarding area covering the WC1 1 & WC2 claims but they are in close proximity to the Klinker Precious Opal Prospect.

The Klinker and Ewer claims were staked in 1991,1992 respectively by R.W. York-Hardy to cover the first significant discovery of precious opal in British Columbia and in Canada.  In 1995 and 1996, the deposit was bulk sampled using mechanized equipment.  Numerous nodules and veins of precious opal have been located in several pits on the site.  To date a total of 24 claims have been staked at this site.

GEOLOGICAL SETTING

Regional Geology

The WC1 & WC2 Claims are situated in the Quesnel Terrain or Quesnellia; the most eastern of the clearly allochthonous terranes in the Canadian Cordillera.  This Quesnel Terrane lies in the eastern Intermontane belt between the metamorphic Omineca Crystalline Belt on the east and the oceanic rocks of the Cache Creek Terrane to the west.  It occupies the lowest consists of two parts; the Harper Ranch Subterrane to the northwest and the Okanagan Subterrane to the southeast.  The Harper Ranch Group occupies the lowest recognized stratigraphic unit of Quesnellia.

The Harper Ranch Subterrane includes Paleozoic arc-volcanic, limestone, clastic rocks containing highly altered andesites, volcanoclastics and associated mudstones, argillites and massive limestone originally mapped as the eastern facies of the Cache Creek Group by Jones (1949). Subsequent mapping and stratigraphy work by Smith (1976), following Sada and Danner's (1976) reference to the Harper Ranch beds, gave it the name the Harper Ranch Group.

The southern half of the WC2 claim exposes a portion of the eastern side of a large Tertiary Basin, 30 km wide and 150 km. Long, stretching from Trepanier on the west side of Okanagan Lake northwest to the South Thompson River just east of Kamloops.  Stratigraphy of the basin is as follows from Ewing (1981):

KAMLOOPS GROUP:

DEWDROP FORMATION

Volcanic section of the Kamloops Group characterized by black, chocolate brown basalt/andesites with minor dark grey basalts that weather maroon, rusty red, terra cotta brown, khaki brown and light buff.  Also include within this assemblage is the minor interbedded tuffs, tephras and top flow breccias.

page 2

TRANQUILLE FORMATION

This formation is typically tuffaceous sediments, lahars, lithic greywacke and minor grey black shales that have locally filled the paleographical lows at or near the base of the Eocene and form lenses up to 200 metres in thickness and a few kilometres long.

CHU CHUA FORMATION

The basal sedimentary lenses located along the northeastern edge of the basin near the Thompson River belong to the Chu Chua Formation. Sedimentary breccia and subangular pebble to cobble conglomerate characterize these lenses which develop almost to the exclusion of fine clastic sediments.

____________________________ ANGULAR UNCONFORMITY

HARPER RANCH GROUP (CARBONIFEROUS/PERMIAN AGE)

PROPERTY GEOLOGY AND DISCUSSION

Preliminary prospecting by the author on the WC1 & WC2 was initiated to examine the economic potential claims because their proximity to the Klinker Precious Opal Prospect.

The field mapping was performed to confirm and ascertain the geology, stratigraphy and structure of the Harper Ranch Group in two areas not explored in the prospecting. These areas are:

1. the canyon of Ewer's Creek in the northern section of WC1 and
2. the eastern sections of both claims east and south of the road near the legal corner post and south into the McGregor Creek Canyon.

Topography made the mapping arduous.

page 3

STRUCTURE

A large portion of the WC 1 & WC2 claims are underlain by the volcanic and sedimentary rocks of the Harper Ranch Group with the dominant lithology located as outcrop on the property being the andesite flows, top-flow breccias and associated lapilli tuffs.  General strike of these units is 340degrees.  Two bands of calcareous argillites with minor siltstones mark the sides of a tightly folded syncline whose axial plane strikes parallel to the general trend at 340 degrees and appears to plunge to the northwest.  The lapilli tuff and argillite unit on the western edge of the syncline is intensely deformed and it appears to be compressed from the west.  There was not enough outcrop exposure to ascertain predominate fault structures within the Harper Ranch Group but liniments see in air photos are possibly late faulting associated with Tertiary volcanism.  These indicate a set of normal faults striking north/south with a downthrow on the western side.  Ewer and McGregor Creeks follow old regional fault structures that are generally strike east-west.

Two angular unconformities are seen within the mapping area.  The upper unconformity marks boundary between the upper massive limestone and lower volcanoclastic sequences of the Harper Ranch Group.  The second unconformity marks the paleosurface on which the sediments and volcanics of the Kamloops Group are laid.  This unconformity dips gently to the west at about 10 degrees.

STRATIGRAPHY

Eleven distinct geological units were recognized and confirmed:

KAMLOOPS GROUP (TERTIARY)
(UNITS FOUND ON THE SOUTHERN HALF OF WC2)

DEWDROP FORMATION

Unit 11:

Basalt/Andesite and Top Flow Breccias:  Dominating the southern area of WC2 this unit is fresh unaltered locally scoriacous and amygdaloidal; black, chocolate brown in colour with minor maroon, rusty red, terra cotta brown sections.  Fine flow banding characterized by flows 2-4 mm in thickness is also seen.

Unit 10:

Lapilli Tuff:  Fresh unaltered black to dark green grey volcanoclastic forming lenses and reefs within the above basalt.  Unit is characterized by well-rounded lapilli up to 5 cm. in diameter.  The basal members of this unit are locally filled with abundant agate.

page 4

TRANQUILLE FORMATION

Unit 9:

Matrix Dominant Lahar:  Yellowish-brown to red weathering, well-bedded volcanoclastic/arkosic.  Lithologies include immature tuffaceous wacke, arkose, minor siltstone and sandstone and layers of lapilli tuff.  Locally angular clasts of scoreacous basalt and andesite up to 15 cm. in width occupy as much as 40% of the rock.  Individual beds vary from 2 mm to 25 cm in thickness with colour varying from pale yellow to dark yellow brown.  The rock is soft but well lithified.  Outcrops of this unit were difficult to isolate due to the extreme topography.

Unit 8:

Lapilli Tuff:  Dark green, dark green grey outcropping near the edge of the above unit and contains abundant agate.

Unit 7:

Clast Dominant Lahar:  Reddish to maroon weathering, variably resistant, Massive Heterolithic.  Blocks of mostly basalt occur as well rounded clasts less than or equal to 30 cm. in diameter in a medium to coarse grained arkosic/tuff matrix.  This unit contains abundant agate sometime occupying more than 50% of the rock.

__________________________ANGULAR UNCONFORMITY____________________________

page 5

HARPER RANCH GROUP (CARBONIFEROUS/PERMIAN)

Unit 6:

Limestone:  Massive, very fine grained white to light grey in colour.

__________________________ANGULAR UNCONFORMITY____________________________

Unit 5:

Andesitic Top Flow Breccia:  Massive, dark green to black, very fine grained siliceous with very minor Lapilli Tuff.  Breaks with a concoidal fracture and is characterized by hornblende and augite occurring as tiny black grains.  This unit outcrops on the upper elevations.

Unit 4:

Lapilli Tuff:  Massive to weakly fractured, mottled dark green to black in colour, characterized by rounded lapilli up to 4 mm in diameter within a fine ash tuff matrix.  Weathers to a light brown to khaki on the surface with a powder like coating.  Locally the unit forms a debris flow with large blocks of this unit cemented by ash tuff.

Unit 3:

Argillite:  Black to rust coloured, highly folded, calcareous, moderately fractured with fractures containing quartz, calcite and locally 1 - 2 % pyrite.

Unit 2:

Andesitic Flows / Agglomerate:  Occupying the lower topographic zones on the property, this unit is a mottled dark green to black in colour, more intensely altered and deformed than above units.  Agglomerate characterized by angular fragments of andesite up to 20 mm in diameter within a fine tuff matrix.  Contacts between units 1 and 2 were difficult to ascertain.

page 6

Unit 1:

Diorite (?):  Forming pods and zones within andesitic flows of unit 2.  A highly altered more mafic coarse grained end member.  This unit is anomalous in Ni-Cr. Dark green to black in colour, it contains amber coloured quartz eyes and locally 1- 2 % pyrite.

CONCLUSIONS AND RECOMMENDATIONS

No economic minerals were found in the geological mapping performed on the property.  Geology of the WC1, WC2 claims consists largely of the volcanics and associated volcanoclastic lapilli tuffs with minor calcareous argillites of the Carboniferous/Permian Harper Ranch Group.  An unconformity marks the paleosurface of the Harper Ranch Group onto which the volcanoclastic sediments of the Tranquille Formation and the basalt/andesites of the Dewdrop Formation of the Kamloops Group is laid.  This unconformity dips to the west at 10 degrees transects the WC2 claim in a northwest- southeast direction

To assist in the mapping for structure within the Harper Ranch Group it is recommended that if time permits a geophysical survey (EM - 16) might be performed to isolate fault planes.

There is a potential for a discovery of high-grade precious opal within the altered red and purple coloured lahar and lapilli tuff found on the unconformity east of the Klinker Prospect.  Abundant agate was seen within this unit below the road on the southwestern boundary of WC2 but due to topography (bottom of the canyon) no further work is recommended at this time.

page 7

REFERENCES

Church , B.N. (1979): Tertiary Stratigraphy and Resources Potential in South central British Columbia; in Geological Fieldwork 1978, B.C. Ministry of Energy, Mines & Pet. Res., Paper 1979-1. pages 7-15.

Church , B.N. (1980): Geology of the Terrace Mountain Tertiary Outlier; B.C. Ministry of Energy, Mines & Pet. Res., Revised Preliminary Map 37.

Jones, A.G. (1959): Vernon Map-area, British Columbia; Geological Survey of Canada, Memoir 296, 186 pages

Read, P.B. (1996): Industrial Mineral Potential of the Tertiary Rocks, Vernon (82L) and Adjacent Map Areas; in Geological Fieldwork 1995, B. Grant and J.M. Newell Editors, B.C. Ministry of Energy, Mines & Pet. Res., Paper 1996-1. pages 207-218.

Smith, R.D. (1978): The Geology of the Harper Ranch Group; Unpublished M. Sc. Thesis, University of British Columbia

page 8

STATEMENT OF QUALIFICATIONS

I William E. Lumley of the city of Vancouver, Province of British Columbia, do hereby certify that:

1.    I am a consulting geologist resident at #338 - 500 Dunsmuir Street, Vancouver, British Columbia V6B-1Y2.

2.    I have been practicing my profession for twenty five years in Canada, United States and Internationally.

3.    I am a Graduate of the University of Waterloo with a Bachelor of Science Degree in Geology.

4.    This report is based on knowledge of the claims gained from mapping activity described herein.

5.    I hold no beneficial interest in the WC1 & WC2 claims.

/s/ William E. Lumley

__________________________

William E. Lumley B. Sc.

page 9

GEOLOGICAL UNITS

KAMLOOPS GROUP: (TERTIARY)

DEWDROP FORMATION

Unit 10:

Basalt/Andesite:  Fresh unaltered black to dark green grey predominately scoriaceous or porphyritic.

Unit 9

Lapilli Tuff:  Fresh unaltered forming lenses and reefs within the above basalt.  The basal members of this unit are locally filled with abundant agate.

TRANQUILLE FORMATION

Unit 8:

Matrix Dominant Lahar: Yellowish-brown to red weathering, well-bedded.  Locally angular clasts of scoriaceous basalt and andesite up to 15 cm. in width locally occupy 40% of the rock.  Beds vary from 2 mm. to 25 cm in thickness with colour varying from pale yellow to dark yellow brown.

Unit 7:

Lapilli Tuff: Dark green, dark green grey outcropping near the edge of the above unit and contains abundant agate.

page 10

Unit 6:

Clast Dominant Lahar: Reddish to maroon weathering, variably resistant, massive heterolithic.  Blocks of mostly basalt occur as well rounded clasts less than or equal to 30 cm. in diameter in a medium to coarse-grained arkosic/tuff matrix.  This unit contains abundant agate sometime occupying more than 50% of the rock.

__________________ANGULAR UNCONFORMITY________________

HARPER RANCH GROUP (Carboniferous/Permian)

Unit 5 Andesitic (?):

Top Flow Breccia: Massive moderately altered very dark green to dark green gray characterized by angular fragments up to 20 cm in width set in a tuffaceous matrix.  This unit is closely associated with the unit below with the actual boundaries difficult to determine.

Unit 4: Lapilli Tuff:

Dark green to black , moderate to weakly altered with rounded lapilli up to 4 mm in diameter within a fine ash tuff matrix.  This unit forms the predominate unit within the prospecting area.  Generally massive to weakly fractured.

Unit 3:

Argillite with minor Siltstone: Black to rust coloured, calcareous, moderately fractured with fractures containing quartz, calcite and locally 1 - 2 % pyrite.

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Unit 2 Diorite (?):

Highly altered dark green to black more mafic coarser grained and overall less sheared and fractured than Unit 1 containing amber coloured quartz eyes and 1- 2 % pyrite.

Unit 1 Greenstone (Andesite?):

Dark green to black highly altered sheared and fractured certainly the basal member of the HARPER RANCH GROUP as it is very highly altered.

GEOLOGICAL LEGEND

Bedding with dip                                        Opal

Flow banding with dip                                    Agate

Geological Boundary Assumed

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EX-99

Glossary of Mining Terms

A B C D E F G H I J K L M N O P Q R S T U V W X Y Z

A

Acidic precipitation - Snow and rain that have a low pH, caused by sulphur dioxide and nitric oxide gases from industrial activity released into the atmosphere.
Acidic rocks - Igneous rock carrying a high (greater than 65%) proportion of silica.
Acid mine drainage - Acidic run-off water from mine waste dumps and mill tailings ponds containing sulphide minerals. Also refers to ground water pumped to surface from mines.
Adit - An opening driven horizontally into the side of a mountain or hill for providing access to a mineral deposit.
Aerial magnetometer - An instrument used to measure magnetic field strength from an airplane.
Aeromagnetic survey - A geophysical survey using a magnetometer aboard, or towed behind, an aircraft.
Agglomerate - A breccia composed largely or entirely of fragments of volcanic rocks.
Agglomeration - A method of concentrating valuable minerals based on their adhesion properties.
Agitation - In metallurgy, the act or state of being stirred or shaken mechanically, sometimes accomplished by the introduction of compressed air.
Airborne survey - A survey made from an aircraft to obtain photographs, or measure magnetic properties, radioactivity, etc.
Alloy - A compound of two or more metals.
Alluvium - Relatively recent deposits of sedimentary material laid down in river beds, flood plains, lakes, or at the base of mountain slopes. (adj. alluvial)
Alpha meter - An instrument used to measure positively charged particles emitted by radioactive materials.
Alpha ray - A positively charged particle emitted by certain radioactive materials.
Alteration - Any physical or chemical change in a rock or mineral subsequent to its formation. Milder and more localized than metamorphism.
Amorphous - A term applied to rocks or minerals that possess no definite crystal structure or form, such as amorphous carbon.
Amortization - The gradual and systematic writing off of a balance in an account over an appropriate period.
Amphibolite - A gneiss or schist largely made up of amphibole and plagioclase minerals.
ANFO - Acronym for ammonium nitrate and fuel oil, a mixture used as a blasting agent in many mines.
Annual report - The formal financial statements and report on operations issued by a corporation to its shareholders after its fiscal year-end.
Anode - A rectangular plate of metal cast in a shape suitable for refining by the electrolytic process.
Anomaly - Any departure from the norm which may indicate the presence of mineralization in the underlying bedrock.
Anthracite - A hard, black coal containing a high percentage of fixed carbon and a low percentage of volatile matter.
Anticline - An arch or fold in layers of rock shaped like the crest of a wave.
Apex - The top or terminal edge of a vein on surface or its nearest point to the surface.
Ash - The inorganic residue remaining after ignition of coal.
Assay - A chemical test performed on a sample of ores or minerals to determine the amount of valuable metals contained.
Assay foot (metre, inch, centimetre) - The assay value multiplied by the number of feet, metres, inches, centimetres across which the sample is taken.
Assay map - Plan view of an area indicating assay values and locations of all samples taken on the property.
Assessment work - The amount of work, specified by mining law, that must be performed each year in order to retain legal control of mining claims.
Authorized capital - see capital stock.
Autogenous grinding - The process of grinding ore in a rotating cylinder using large pieces of the ore instead of conventional steel balls or rods.

B

Back - The ceiling or roof of an underground opening.
Backfill - Waste material used to fill the void created by mining an orebody.
Background - Minor amounts of radioactivity due not to abnormal amounts of radioactive minerals nearby, but to cosmic rays and minor residual radioactivity in the vicinity.
Back sample - Rock chips collected from the roof or back of an underground opening for the purpose of determining grade.
Backwardation - A situation when the cash or spot price of a metal stands at a premium over the price of the metal for delivery at a forward date.
Balance sheet - A formal statement of the financial position of a company on a particular day, normally presented to shareholders once a year.
Ball mill - A steel cylinder filled with steel balls into which crushed ore is fed. The ball mill is rotated, causing the balls to cascade and grind the ore.
Banded iron formation - A bedded deposit of iron minerals.
Basalt - An extrusive volcanic rock composed primarily of plagioclase, pyroxene and some olivine.
Basal till - Unsorted glacial debris at the base of the soil column where it comes into contact with the bedrock below.
Basement rocks - The underlying or older rock mass. Often refers to rocks of Precambrian age which may be covered by younger rocks.
Base camp - Centre of operations from which exploration activity is conducted.
Base metal - Any non-precious metal (eg. copper, lead, zinc, nickel, etc.).
Basic rocks - Igneous rocks that are relatively low in silica and composed mostly of dark-colored minerals.|
Batholith - A large mass of igneous rock extending to great depth with its upper portion dome-like in shape. Similar, smaller masses of igneous rocks are known as bosses or plugs.
Bauxite - A rock made up of hydrous aluminum oxides; the most common aluminum ore.
Bear market - Term used to describe market conditions when share prices are declining.
Bedding - The arrangement of sedimentary rocks in layers.
Beneficiate - To concentrate or enrich; often applied to the preparation of iron ore for smelting.
Bentonite - A clay with great ability to absorb water and which swells accordingly.
Bessemer - An iron ore with a very low phosphorus content.
Bio-leaching - A process for recovering metals from low-grade ores by dissolving them in solution, the dissolution being aided by bacterial action.
Biotite - A platy magnesium-iron mica, common in igneous rocks.
Bit - The cutting end of a drill frequently made of an extremely hard material such as industrial diamonds or tungsten carbide.
Blackjack - A miner's term for sphalerite (zinc sulphide).
Black smoker - Volcanic vent found in areas of active ocean floor spreading, through which sulphide-laden fluids escape.
Blaster - A mine employee responsible for loading, priming and detonating blastholes.
Blast furnace - A reaction vessel in which mixed charges of oxide ores, fluxes and fuels are blown with a continuous blast of hot air and oxygen-enriched air for the chemical reduction of metals to their metallic state.
Blasthole - A drill hole in a mine that is filled with explosives in order to blast loose a quantity of rock.
Blister copper - A crude form of copper (assaying about 99%) produced in a smelter, which requires further refining before being used for industrial purposes.
Block caving - An inexpensive method of mining in which large blocks of ore are undercut, causing the ore to break or cave under its own weight.
Board lot - One hundred shares.
Bond - An agreement to pay a certain amount of interest over a given period of time.
Boom - A telescoping, hydraulically powered steel arm on which drifters, manbaskets and hydraulic hammers are mounted.
Box hole - A short raise or opening driven above a drift for the purpose of drawing ore from a stope, or to permit access.
Break - Loosely used to describe a large-scale regional shear zone or structural fault.
Breast - A working face in a mine, usually restricted to a stope.
Breccia - A rock in which angular fragments are surrounded by a mass of fine-grained minerals.
Broken reserves - The ore in a mine which has been broken by blasting but which has not yet been transported to surface.
Brunton compass - A pocket compass equipped with sights and a reflector, used for sighting lines, measuring dip and carrying out preliminary surveys.
Bulk mining - Any large-scale, mechanized method of mining involving many thousands of tonnes of ore being brought to surface per day.
Bulk sample - A large sample of mineralized rock, frequently hundreds of tonnes, selected in such a manner as to be representative of the potential orebody being sampled. Used to determine metallurgical characteristics.
Bullion - Metal formed into bars or ingots.
Bull market - Term used to describe financial market conditions when share prices are going up.
Bull quartz - A prospector's term for white, coarse-grained, barren quartz.
Byproduct - A secondary metal or mineral product recovered in the milling process.

C

Cable bolt - A steel cable, capable of withstanding tens of tonnes, cemented into a drillhole to lend support in blocky ground.
Cage - The conveyance used to transport men and equipment between the surface and the mine levels.
Calcine - Name given to concentrate that is ready for smelting (i.e. the sulphur has been driven off by oxidation).
Call - An option to buy shares at a specified price. The opposite of a "put".
Capitalization - A financial term used to describe the value financial markets put on a company. Determined by multiplying the number of outstanding shares of a company by the current stock price.
Capital stock - The total ownership of a limited liability company divided among a specified number of shares.
Captive stope - A stope that is accessible only through a manway.
Carbon-in-pulp - A method of recovering gold and silver from pregnant cyanide solutions by adsorbing the precious metals to granules of activated carbon, which are typically ground up coconut shells.
Cash flow - The net of the inflow and outflow of cash during an accounting period. Does not account for depreciation or bookkeeping write-offs which do not involve an actual cash outlay.
Cathode - A rectangular plate of metal, produced by electrolytic refining, which is melted into commercial shapes such as wirebars, billets, ingots, etc.
Cesium magnetometer - An geophysical instrument which measures magnetic field strength in terms of vertical gradient and total field.
Chalcocite - A sulphide mineral of copper common in the zone of secondary enrichment.
Chalcopyrite - A sulphide mineral of copper and iron; the most important ore mineral of copper.
Change house - The mine building where workers change into work clothes; also known as the "dry".
Channel sample - A sample composed of pieces of vein or mineral deposit that have been cut out of a small trench or channel, usually about 10 cm wide and 2 cm deep.
Charter - A document issued by a governing authority creating a company or other corporation.
Chartered bank - A financial institution that accepts deposits and provides loans.
Chip sample - A method of sampling a rock exposure whereby a regular series of small chips of rock is broken off along a line across the face.
Chromite - The chief ore mineral of chromium.
Chute - An opening, usually constructed of timber and equipped with a gate, through which ore is drawn from a stope into mine cars.
Cinnabar - A vermilion-colored ore mineral of mercury.
Circulating load - Over-sized chunks of ore returned to the head of a closed grinding circuit before going on to the next stage of treatment.
Claim - A portion of land held either by a prospector or a mining company. In Canada, the common size is 1,320 ft. (about 400 m) square, or 40 acres (about 16 ha).
Clarification - Process of clearing dirty water by removing suspended material.
Classifier - A mineral-processing machine which separates minerals according to size and density.
Clay - A fine-grained material composed of hydrous aluminum silicates.
Cleavage - The tendency of a mineral to split along crystallographic planes.
Closed circuit - A loop in the milling process wherein a selected portion of the product of a machine is returned to the head of the machine for finishing to required specification.
Coal - A carbonaceous rock mined for use as a fuel.
Coalification - The metamorphic processes of forming coal.
Collar - The term applied to the timbering or concrete around the mouth of a shaft; also used to describe the top of a mill hole.
Column flotation - A milling process, carried out in a tall cylindrical column, whereby valuable minerals are separated from gangue minerals based on their wetability properties.
Common stock - Shares in a company which have full voting rights which the holders use to control the company in common with each other. There is no fixed or assured dividend as with preferred shares, which have first claim on the distribution of a company's earnings or assets.
Complex ore - An ore containing a number of minerals of economic value. The term often implies that there are metallurgical difficulties in liberating and separating the valuable metals.
Cone crusher - A machine which crushes ore between a gyrating cone or crushing head and an inverted, truncated cone known as a bowl.
Concentrate - A fine, powdery product of the milling process containing a high percentage of valuable metal.
Concentrator - A milling plant that produces a concentrate of the valuable minerals or metals. Further treatment is required to recover the pure metal.
Confirmation - A form delivered by a broker to the client, setting forth the details of stock sales or purchases for the client.
Conglomerate - A sedimentary rock consisting of rounded, water-worn pebbles or boulders cemented into a solid mass.
Contact - A geological term used to describe the line or plane along which two different rock formations meet.
Contact metamorphism - Metamorphism of country rocks adjacent to an intrusion, caused by heat from the intrusion.
Contango - A situation in which the price of a metal for forward or future delivery stands at a premium over the cash or spot price of the metal.
Continuous miner - A piece of mining equipment which produces a continuous flow of ore from the working face.
Controlled blasting - Blasting patterns and sequences designed to achieve a particular objective. Cast blasting, where the muck pile is cast in a particular direction, and deck blasting, where holes are loaded once but blasted in successive blasts days apart, are examples.
Converter - In copper smelting, a furnace used to separate copper metal from matte.
Core - The long cylindrical piece of rock, about an inch in diameter, brought to surface by diamond drilling.
Core barrel - That part of a string of tools in a diamond drill hole in which the core specimen is collected.
Cordillera - The continuous chain of mountain ranges on the western margin of North and South America.
Country rock - Loosely used to describe the general mass of rock adjacent to an orebody. Also known as the host rock.
Crosscut - A horizontal opening driven from a shaft and (or near) right angles to the strike of a vein or other orebody.
Crust - The outermost layer of the Earth; includes both continental and oceanic crust.
Cum-dividend - Buyer entitled to pending dividend payment.
Current assets - Assets of company which can and are likely to be converted into cash within a year. Includes cash, marketable securities, accounts receivable and supplies.
Current liabilities - A company's debts that are payable within a year's time.
Custom smelter - A smelter which processes concentrates from independent mines. Concentrates may be purchased or the smelter may be contracted to do the processing for the independent company.
Cut-and-fill - A method of stoping in which ore is removed in slices, or lifts, and then the excavation is filled with rock or other waste material (backfill), before the subsequent slice is extracted.
Cut value - Applies to assays that have been reduced to some arbitrary maximum to prevent erratic high values from inflating the average.
Cyanidation - A method of extracting exposed gold or silver grains from crushed or ground ore by dissolving it in a weak cyanide solution. May be carried out in tanks inside a mill or in heaps of ore out of doors.
Cyanide - A chemical species containing carbon and nitrogen used to dissolve gold and silver from ore.

D

Day order - An order to buy or sell shares, good only on the day the order was entered.
Debenture - See bonds.
Debt financing - Method of raising capital whereby companies borrow money from a lending institution.
Deck - The area around the shaft collar where men and materials enter the cage to be lowered underground.
Decline - A sloping underground opening for machine access from level to level or from surface; also called a ramp.
Deferred charges - Expenses incurred but not charged against the current year's operation.
Depletion - An accounting device, used primarily in tax computations. It recognizes the consumption of an ore deposit, a mine's principal asset.
Depreciation - The periodic, systematic charging to expense of plant assets reflecting the decline in economic potential of the assets.
Development - Underground work carried out for the purpose of opening up a mineral deposit. Includes shaft sinking, crosscutting, drifting and raising.
Development drilling - drilling to establish accurate estimates of mineral reserves.
Diabase - A common basic igneous rock usually occurring in dykes or sills.
Diamond - The hardest known mineral, composed of pure carbon; low-quality diamonds are used to make bits for diamond drilling in rock.
Diamond drill - A rotary type of rock drill that cuts a core of rock that is recovered in long cylindrical sections, two cm or more in diameter.
Diamond driller - A person who operates a diamond drill.
Dilution (mining) - Rock that is , by necessity, removed along with the ore in the mining process, subsequently lowering the grade of the ore.
Dilution (of shares) - A decrease in the value of a company's shares caused by the issue of treasury shares.
Diorite - An intrusive igneous rock composed chiefly of sodic plagioclase, hornblende, biotite or pyroxene.
Dip - The angle at which a vein, structure or rock bed is inclined from the horizontal as measured at right angles to the strike.
Dip needle - A compass with the needle mounted so as to swing in a vertical plane, used for prospecting to determine the magnetic attraction of rocks.
Directional drilling - A method of drilling involving the use of stabilizers and wedges to direct the orientation of the hole.
Discount - The minimum price below the par value at which treasury shares may legally be sold.
Disseminated ore - Ore carrying small particles of valuable minerals spread more or less uniformly through the host rock.
Dividend - Cash or stock awarded to preferred and common shareholders at the discretion of the company's board of directors.
Dividend claim - Made when a dividend has been paid to the previous holder because stock has not yet been transferred to the name of the new owner.
Dor bar - The final saleable product of a gold mine. Usually consisting of gold and silver.
Drag fold - The result of the plastic deformation of a rock unit where it has been folded or bent back on itself.
Drawpoint - An underground opening at the bottom of a stope through which broken ore from the stope is extracted.
Drift - A horizontal underground opening that follows along the length of a vein or rock formation as opposed to a crosscut which crosses the rock formation.
Drifter - A hydraulic rock drill used to drill small-diameter holes for blasting or for installing rock bolts.
Drill-indicated reserves - The size and quality of a potential orebody as suggested by widely spaced drillholes; more work is required before reserves can be classified as probable or proven.
Dry - A building where the miner changes into working clothes.
Due diligence - The degree of care and caution required before making a decision; loosely, a financial and technical investigation to determine whether an investment is sound.
Dump - A pile of broken rock or ore on surface.
Dyke - A long and relatively thin body of igneous rock that, while in the molten state, intruded a fissure in older rocks.
 

E

Electrolysis - An electric current is passed through a solution containing dissolved metals, causing the metals to be deposited onto a cathode.
Electrolytic refining - The process of purifying metal ingots that are suspended as anodes in an electrolytic bath, alternated with refined sheets of the same metal which act as starters or cathodes.
EM survey - A geophysical survey method which measures the electromagnetic properties of rocks.
En echelon - Roughly parallel but staggered structures.
Environmental impact study - A written report, compiled prior to a production decision, that examines the effects proposed mining activities will have on the natural surroundings.
Epigenetic - Orebodies formed by hydrothermal fluids and gases that were introduced into the host rocks from elsewhere, filling cavities in the host rock.
Epithermal deposit - A mineral deposit consisting of veins and replacement bodies, usually in volcanic or sedimentary rocks, containing precious metals or, more rarely, base metals.
Equity financing - The provision of funds by buying shares.
Era - A large division of geologic time - the Precambrian era, for example.
Erosion - The breaking down and subsequent removal of either rock or surface material by wind, rain, wave action, freezing and thawing and other processes.
Erratic - Either a piece of visible gold or a large glacial boulder.
Escrowed shares - Shares deposited in trust pending fulfilment of certain conditions, and not ordinarily available to trading until released.
Ex-dividend - On stocks selling "ex-dividend", the seller retains the right to a pending dividend payment.
Exploration - Prospecting, sampling, mapping, diamond drilling and other work involved in searching for ore.
 

F

Face - The end of a drift, crosscut or stope in which work is taking place.
Fault - A break in the Earth's crust caused by tectonic forces which have moved the rock on one side with respect to the other.
Feldspar - A group of common rock-forming minerals that includes microcline, orthoclase, plagioclase and others.
Felsic - Term used to describe light-colored rocks containing feldspar, feldspathoids and silica.
Ferrous - Containing iron.
Fine gold - Fineness is the proportion of pure gold or silver in jewelry or bullion expressed in parts per thousand. Thus, 925 fine gold indicates 925 parts out of 1,000, or 92.5% is pure gold.
Fissure - An extensive crack, break or fracture in rocks.
Fixed Assets - Possessions such as buildings, machinery and land which, as opposed to current assets, are unlikely to be converted into cash during the normal business cycle.
Float - Pieces of rock that have been broken off and moved from their original location by natural forces such as frost or glacial action.
Flotation - A milling process in which valuable mineral particles are induced to become attached to bubbles and float as others sink.
Flowsheet - An illustration showing the sequence of operations, step by step, by which ore is treated in a milling, concentration or smelting process.
Flow-through shares - Shares in an exploration company that allow the tax deduction or credits for mineral exploration to be passed to the investor.
Flux - A chemical substance that reacts with gangue minerals to form slags, which are liquid at furnace temperature and low enough in density to float on the molten bath of metal or matte.
Fluxgate magnetometer - An instrument used in geophysics to measure total magnetic field.
Fold - Any bending or wrinkling of rock strata.
Footwall - The rock on the underside of a vein or ore structure.
Forward contract - The sale or purchase of a commodity for delivery at a specified future date.
Fracture - A break in the rock, the opening of which allows mineral-bearing solutions to enter. A "cross-fracture" is a minor break extending at more-or-less right angles to the direction of the principal fractures.
Free milling - Ores of gold or silver from which the precious metals can be recovered by concentrating methods without resorting to pressure leaching or other chemical treatment.
 

G

Gabbro - A dark, coarse-grained igneous rock.
Galena - Lead sulphide, the most common ore mineral of lead.
Gamma - A unit of measurement of magnetic intensity.
Gangue - The worthless minerals in an ore deposit.
Geiger counter - An instrument used to measure the radioactivity that emanates from certain minerals by means of a Geiger-Mueller tube.
Geochemistry - The study of the chemical properties of rocks.
Geology - The science concerned with the study of the rocks which compose the Earth.
Geophysics - The study of the physical properties of rocks and minerals.
Geophysical survey - A scientific method of prospecting that measures the physical properties of rock formations. Common properties investigated include magnetism, specific gravity, electrical conductivity and radioactivity.
Geothermal - Pertains to the heat of the Earth's interior.
Glacial drift - Sedimentary material that has been transported by glaciers.
Glacial striations - Lines or scratches on a smooth rock surface caused by glacial abrasion.
Glory hole - An open pit from which ore is extracted, especially where broken ore is passed to underground workings before being hoisted.
Gneiss - A layered or banded crystalline metamorphic rock, the grains of which are aligned or elongated into a roughly parallel arrangement.
Gold loan - A form of debt financing whereby a potential gold producer borrows gold from a lending institution, sells the gold on the open market, uses the cash for mine development, then pays back the gold from actual mine production.
Gossan - The rust-colored capping or staining of a mineral deposit, generally formed by the oxidation or alteration of iron sulphides.
Gouge - Fine, putty-like material composed of ground-up rock found along a fault.
Grab sample - A sample from a rock outcrop that is assayed to determine if valuable elements are contained in the rock. A grab sample is not intended to be representative of the deposit, and usually the best-looking material is selected.
Graben - A downfaulted block of rock.
Granite - A coarse-grained intrusive igneous rock consisting of quartz, feldspar and mica.
Gravity meter, gravimeter - An instrument for measuring the gravitational attraction of the earth; gravitational attraction varies with the density of the rocks in the vicinity.
Greenstone belt - An area underlain by metamorphosed volcanic and sedimentary rocks, usually in a continental shield.
Grizzly (or mantle) - A grating, usually constructed of steel rails, placed over the top of a chute or ore pass for the purpose of stopping large pieces of rock or ore that may hang up in the pass.
Gross value - The theoretical value of ore determined simply by applying the assay of metal or metals and the current market price. It must be used only with caution and severe qualification.
Gross value royalty - A share of gross revenue from the sale of minerals from a mine.
Grouting - The process of sealing off a water flow in rocks by forcing a thin slurry of cement or other chemicals into the crevices; usually done through a diamond drill hole.
Grubstake - Finances or supplies of food, etc., furnished to a prospector in return for an interest in any discoveries made.
Guides - The timber rails installed along the walls of a shaft for steadying, or guiding, the cage or conveyance.
Gypsum - A sedimentary rock consisting of hydrated calcium sulphate.
Gyratory crusher - A machine that crushes ore between an eccentrically mounted crushing cone and a fixed crushing throat. Typically has a higher capacity than a jaw crusher.

H

Halite - Rock salt.
Hangingwall - The rock on the upper side of a vein or ore deposit.
Head grade - The average grade of ore fed into a mill.
Heap leaching - A process whereby valuable metals, usually gold and silver, are leached from a heap, or pad, of crushed ore by leaching solutions percolating down through the heap and collected from a sloping, impermeable liner below the pad.
Hedging - Taking a buy or sell position in a futures market opposite to a position held in the cash market to minimize the risk of financial loss from an adverse price change.
Hematite - An oxide of iron, and one of that metal's most common ore minerals.
High grade - Rich ore. As a verb, it refers to selective mining of the best ore in a deposit.
High-grader - One who steals rich ore, especially gold, from a mine.
Hoist - The machine used for raising and lowering the cage or other conveyance in a shaft.
Holding company - A corporation engaged principally in holding a controlling interest in one or more other companies.
Hornfels - A fine-grained contact metamorphic rock.
Horse - A mass of waste rock lying within a vein or orebody.
Horst - An upfaulted block of rock.
Host rock - The rock surrounding an ore deposit.
Hydrometallurgy - The treatment of ore by wet processes, such as leaching, resulting in the solution of a metal and its subsequent recovery.
Hydrothermal - Relating to hot fluids circulating in the earth's crust.

I

Igneous rocks - Rocks formed by the solidification of molten material from far below the earth's surface.
Ilmenite - An ore mineral of titanium, being an iron-titanium oxide.
Induced polarization - A method of ground geophysical surveying employing an electrical current to determine indications of mineralization.
Industrial minerals - Non-metallic, non-fuel minerals used in the chemical and manufacturing industries. Examples are asbestos, gypsum, salt, graphite, mica, gravel, building stone and talc.
Initial public offering - The first sale of shares to the public, usually by subscription from a group of investment dealers.
Institutional investors - Pension funds and mutual funds, managing money for a large number of individual investors.
Intermediate rock - An igneous rock containing 52% to 66% quartz.
Intrusive - A body of igneous rock formed by the consolidation of magma intruded into other rocks, in contrast to lavas, which are extruded upon the surface.
Ion exchange - An exchange of ions in a crystal with irons in a solution. Used as a method for recovering valuable metals, such as uranium, from solution.
 

J

Jaw crusher - A machine in which rock is broken by the action of steel plates.
Jig - A piece of milling equipment used to concentrate ore on a screen submerged in water, either by the reciprocating motion of the screen or by the pulsation of water through it.

K

Kimberlite - A variety of peridotite; the most common host rock of diamonds.

L

Lagging - Planks or small timbers placed between steel ribs along the roof of a stope or drift to prevent rocks from falling, rather than to support the main weight of the overlying rocks.
Lamprophyre - An igneous rock, composed of dark minerals, that occurs in dykes; sometimes contains diamonds.
Laterite - A residual soil, ususally found in tropical countries, out of which the silica has been leached. May form orebodies of iron, nickel, bauxite and manganese.
Launder - A chute or trough for conveying pulp, water or powdered ore in a mill.
Lava - A general name for the molten rock ejected by volcanoes.
Leachable - Extractable by chemical solvents.
Leaching - A chemical process for the extraction of valuable minerals from ore; also, a natural process by which ground waters dissolve minerals, thus leaving the rock with a smaller proportion of some of the minerals than it contained originally.
Lens - Generally used to describe a body of ore that is thick in the middle and tapers towards the ends.
Lenticular - A deposit having roughly the form of a double convex lens.
Level - The horizontal openings on a working horizon in a mine; it is customary to work mines from a shaft, establishing levels at regular intervals, generally about 50 metres or more apart.
Lignite - A soft, low-rank, brownish-black coal.
Limestone - A bedded, sedimentary deposit consisting chiefly of calcium carbonate.
Limit order - An order made by a client to a broker to buy or sell shares at a specified price or better.
Limonite - A brown, hydrous iron oxide.
Line cutting - Straight clearings through the bush to permit sightings for geophysical and other surveys.
Lode - A mineral deposit in solid rock.
Logging - The process of recording geological observations of drill core either on paper or on computer disk.
London fix - The twice-daily bidding session held by five dealing companies to set the gold price. There are also daily London fixes to set the prices of other precious metals.
London Metals Exchange - A major bidding market for base metals, which operates daily in London.
Long position - Securities owned outright or carried on margin.
Long ton - 2,240 lbs. avoirdupois (compared with a short ton, which is 2,000 lbs.).

M

Mafic - Igneous rocks composed mostly of dark, iron- and magnesium-rich minerals.
Magma - The molten material deep in the Earth from which rocks are formed.
Magmatic segregation - An ore-forming process whereby valuable minerals are concentrated by settling out of a cooling magma.
Magnetic gradient survey - A geophysical survey using a pair of magnetometers a fixed distance apart, to measure the difference in the magnetic field with height above the ground.
Magnetic separation - A process in which a magnetically susceptible mineral is separated from gangue minerals by applying a strong magnetic field; ores of iron are commonly treated in this way.
Magnetic susceptibility - A measure of the degree to which a rock is attracted to a magnet.
Magnetic survey - A geophysical survey that measures the intensity of the Earth's magnetic field.
Magnetite - Black, magnetic iron ore, an iron oxide.
Magnetometer - An instrument used to measure the magnetic attraction of underlying rocks.
Map-staking - A form of claim-staking practised in some jurisdictions whereby claims are staked by drawing lines around the claim on claim maps at a government office.
Marble - A metamorphic rock derived from the recrystallization of limestone under intense heat and pressure.
Margin - Cash deposited with a broker as partial payment of the purchase price for any type of listed stock. The stock is held by the broker as security for the loan.
Marginal deposit - An orebody of minimal profitability.
Market order - An order to buy or sell at the best price available. In absence of any specified price or limit, an order is considered to be "at the market".
Matte - A product of a smelter, containing metal and some sulphur, which must be refined further to obtain pure metal.
Metallurgical coal - Coal used to make steel.
Metallurgy - The study of extracting metals from their ores.
Metamorphic rocks - Rocks which have undergone a change in texture or composition as the result of heat and/or pressure.
Metamorphism - The process by which the form or structure of rocks is changed by heat and pressure.
Migmatite - Rock consisting of thin, alternating layers of granite and schist.
Mill - A plant in which ore is treated and metals are recovered or prepared for smelting; also a revolving drum used for the grinding of ores in preparation for treatment.
Milling ore - Ore that contains sufficient valuable mineral to be treated by milling process.
Millivolts - A measure of the voltage of an electric current, specifically, one-thousandth of a volt.
Minable reserves - Ore reserves that are known to be extractable using a given mining plan.
Mineral - A naturally occurring homogeneous substance having definite physical properties and chemical composition and, if formed under favorable conditions, a definite crystal form.
Muck - Ore or rock that has been broken by blasting.
Muck sample - A representative piece of ore that is taken from a muck pile and then assayed to determine the grade of the pile.

N

Nanotesla - The international unit for measuring magnetic flux density.
Native metal - A metal occurring in nature in pure form, uncombined with other elements.
Net profit interest - A portion of the profit remaining after all charges, including taxes and bookkeeping charges, such as depreciation, have been deducted.
Net smelter return - A share of the net revenues generated from the sale of metal produced by a mine.
Net worth - The difference between total assets and total liabilities.
Norite - A coarse-grained igneous rock that is host to copper/nickel deposits in the Sudbury area of Ontario.
Nugget - A small mass of precious metal, found free in nature.

O

Odd lot - A block of shares that is less than a board lot.
Open order - An order to buy or sell stock, which is good until cancelled by the client.
Open pit - A mine that is entirely on surface. Also referred to as open-cut or open-cast mine.
Option - An agreement to purchase a property reached between the property vendor and some other party who wishes to explore the property further.
Option (on stock) - The right to buy or sell a share at a set price, regardless of market value.
Ore - A mixture of ore minerals and gangue from which at least one of the metals can be extracted at a profit.
Ore pass - Vertical or inclined passage for the downward transfer of ore connecting a level with the hoisting shaft or a lower level.
Orebody - A natural concentration of valuable material that can be extracted and sold at a profit.
Ore Reserves - The calculated tonnage and grade of mineralization which can be extracted profitably; classified as possible, probable and proven according to the level of confidence that can be placed in the data.
Oreshoot - The portion, or length, of a vein or other structure that carries sufficient valuable minerals to be extracted profitably.
Organic maturation - The process of turning peat into coal.
Orogeny - A period of mountain-building characterized by the folding of a portion of the earth's crust.
Outcrop - An exposure of rock or mineral deposit that can be seen on surface, that is, not covered by soil or water.
Overturned - Where the oldest sedimentary rock beds are lying on top of a younger beds.
Oxidation - A chemical reaction caused by exposure to oxygen that results in a change in the chemical composition of a mineral.

P

Pan - To wash gravel, sand or crushed rock samples in order to isolate gold or other valuable metals by their higher density.
Participating interest - A company's interest in a mine, which entitles it to a certain percentage of profits in return for putting up an equal percentage of the capital cost of the project.
Par value - The stated face value of a stock. Par value shares have no specified face value, but the total amount of authorized capital is set down in the company's charter.
Patent - The ultimate stage of holding a mineral claim, after which no more assessment work is necessary because all mineral rights have been earned.
Pegmatite - A coarse-grained, igneous rock, generally coarse, but irregular in texture, and similar to a granite in composition; usually occurs in dykes or veins and sometimes contains valuable minerals.
Pellet - A marble-sized ball of iron ore fused with clay for transportation and use in steelmaking.
Pentlandite - Nickel iron sulphide, the most common nickel ore.
Peridotite - An intrusive igneous rock consisting mainly of olivine.
Phaneritic - A term used to describe the coarse-grained texture of some igneous rocks.
Picket line - A reference line, marked by pickets or stakes, established on a property for mapping and survey purposes.
Pig iron - Crude iron from a blast furnace.
Pillar - A block of solid ore or other rock left in place to structurally support the shaft, walls or roof of a mine.
Pitchblende - An important uranium ore mineral. It is black in color, possesses a characteristic greasy lustre and is highly radioactive.
Placer - A deposit of sand and gravel containing valuable metals such as gold, tin or diamonds.
Plant - A building or group of buildings in which a process or function is carried out; at a mine site it will include warehouses, hoisting equipment, compressors, maintenance shops, offices and the mill or concentrator.
Plate tectonics - A geological theory which postulates that the Earth's crust is made up of a number of rigid plates which collide, rub up against and spread out from one another.
Plug - A common name for a small offshoot from a large body of molten rock.
Plunge - The vertical angle a linear geological feature makes with the horizontal plane.
Plutonic - Refers to rocks of igneous origin that have come from great depth.
Point - Unit of value of a stock as quoted by a stock exchange. May represent one dollar, one cent or one-eighth of a dollar, depending on the stock exchange.
Polishing pond - The last in a series of settling ponds through which mill effluent flows before being discharged into the natural environment.
Pooling shares - See escrowed shares.
Porphyry - Any igneous rock in which relatively large crystals , called phenocrysts, are set in a fine-grained groundmass.
Porphyry copper - A deposit of disseminated copper minerals in or around a large body of intrusive rock.
Portal - The surface entrance to a tunnel or adit.
Portfolio - A list of financial assets.
Possible reserves - Valuable mineralization not sampled enough to accurately estimate its tonnage and grade, or even verify its existence. Also called "inferred reserves."
Potash - Potassium compounds mined for fertilizer and for use in the chemical industry.
Precambrian Shield - The oldest, most stable regions of the earth's crust, the largest of which is the Canadian Shield.
Preferred shares - Shares of a limited liability company that rank ahead of common shares, but after bonds, in distribution of earnings or in claim to the company's assets in the event of liquidation. They pay a fixed dividend but normally do not have voting rights, as with common shares.
Price-to-earnings ratio - The current market price of a stock divided by the company's net earnings per share for the year.
Primary deposits - Valuable minerals deposited during the original period or periods of mineralization, as opposed to those deposited as a result of alteration or weathering.
Private placement - Sale of shares to individuals or corporations outside the normal market, at a negotiated price. Often used to raise capital for a junior exploration company.
Pro rata - In proportion, usually to ownership, income or contribution.
Probable reserves - Valuable mineralization not sampled enough to accurately estimate the terms of tonnage and grade. Also called "indicated reserves."
Profit and loss statement - The income statement of a company detailing revenues minus total costs to give total profit.
Prospect - A mining property, the value of which has not been determined by exploration.
Prospectus - A document filed with the appropriate securities commission detailing the activities and financial condition of a company seeking funds from the public through the issuance of shares.
Proton precession magnetometer - A geophysical instrument which measures magnetic field intensity in terms of vertical gradient and total field.
Proven reserves - Reserves that have been sampled extensively by closely spaced diamond drill holes and developed by underground workings in sufficient detail to render an accurate estimation of grade and tonnage. Also called "measured reserves."
Proxy - A power of attorney given by the shareholder so that his stock may be voted by his nominee(s) at shareholders' meetings.
Pulp - Pulverized or ground ore in solution.
Put - An option to sell a stock at an agreed upon price within a specified time. The owner can present his put to the contracting broker at any time within the option period and compel him to buy the stock.
Pyramiding - The use of increased buying power to increase ownership arising from price appreciation.
Pyrite - A yellow iron sulphide mineral, normally of little value. It is sometimes referred to as "fool's gold".
Pyrrhotite - A bronze-colored, magnetic iron sulphide mineral.

Q

Quartz - Common rock-forming mineral consisting of silicon and oxygen.
Quartzite - A metamorphic rock formed by the transformation of a sandstone by heat and pressure.

R

Radioactivity - The property of spontaneously emitting alpha, beta or gamma rays by the decay of the nuclei of atoms.
Radon survey - A geochemical survey technique which detects traces of radon gas, a product of radioactivity.
Raise - A vertical or inclined underground working that has been excavated from the bottom upward.
Rake - The trend of an orebody along the direction of its strike.
Rare earth elements - Relatively scarce minerals such as niobium and yttrium.
Reaming shell - A component of a string of rods used in diamond drilling, it is set with diamonds and placed between the bit and the core barrel to maintain the gauge (or diameter) of the hole.
Reclamation - The restoration of a site after mining or exploration activity is completed.
Reconnaissance - A preliminary survey of ground.
Record date - The date by which a shareholder must be registered on the books of a company in order to receive a declared dividend, or to vote on company affairs.
Recovery - The percentage of valuable metal in the ore that is recovered by metallurgical treatment.
Refractory ore - Ore that resists the action of chemical reagents in the normal treatment processes and which may require pressure leaching or other means to effect the full recovery of the valuable minerals.
Regional metamorphism - Metamorphism caused by both the heat of igneous processes and tectonic pressure.
Replacement ore - Ore formed by a process during which certain minerals have passed into solution and have been carried away, while valuable minerals from the solution have been deposited in the place of those removed.
Resistivity survey - A geophysical technique used to measure the resistance of a rock formation to an electric current.
Resource - The calculated amount of material in a mineral deposit, based on limited drill information.
Resuing - A method of stoping in narrow-vein deposits whereby the wallrock on one side of the vein is blasted first and then the ore.
Reverberatory furnace - A long, flat furnace used to slag gangue minerals and produce a matte.
Rhyolite - A fine-grained, extrusive igneous rock which has the same chemical composition as granite.
Rib samples - Ore taken from rib pillars in a mine to determine metal content.
Rights - In finance, a certified right to purchase treasury shares in stated quantities, prices and time limits; usually negotiable at a price which is related to the prices of the issue represented; also referred to as warrants. Rights and warrants can be bought and sold prior to their expiry date because not all shareholders wish to exercise their rights.
Rock - Any natural combination of minerals; part of the earth's crust.
Rockbolting - The act of supporting openings in rock with steel bolts anchored in holes drilled especially for this purpose.
Rockburst - A violent release of energy resulting in the sudden failure of walls or pillars in a mine, caused by the weight or pressure of the surrounding rocks.
Rock factor - The number of cubic metres of a particular rock type required to make up one tonne of the material. One tonne of a highly siliceous ore may occupy 0.40 cubic metres, while a tonne of dense sulphide ore may occupy only 0.25 cubic metres.
Rock mechanics - The study of the mechanical properties of rocks, which includes stress conditions around mine openings and the ability of rocks and underground structures to withstand these stresses.
Rod mill - A rotating steel cylinder that uses steel rods as a means of grinding ore.
Room-and-pillar mining - A method of mining flat-lying ore deposits in which the mined-out area, or rooms, are separated by pillars of approximately the same size.
Rotary drill - A machine that drills holes by rotating a rigid, tubular string of drill rods to which is attached a bit. Commonly used for drilling large-diameter blastholes in open-pit mines.
Royalty - An amount of money paid at regular intervals by the lessee or operator of an exploration or mining property to the owner of the ground. Generally based on a certain amount per tonne or a percentage of the total production or profits. Also, the fee paid for the right to use a patented process.
Run-of-mine - A term used loosely to describe ore of average grade.

S

Salting - The act of introducing metals or minerals into a deposit or samples, resulting in false assays. Done either by accident or with the intent of defrauding the public.
Sample - A small portion of rock or a mineral deposit taken so that the metal content can be determined by assaying.
Sampling - Selecting a fractional but representative part of a mineral deposit for analysis.
Sandstone - A sedimentary rock consisting of grains of sand cemented together.
Scaling - The act of removing loose slabs of rock from the back and walls of an underground opening, usually done with a hand-held scaling bar or with a boom-mounted scaling hammer.
Scarp - An escarpment, cliff or steep slope along the margin of a plateau, mesa or terrace.
Schist - A foliated metamorphic rock the grains of which have a roughly parallel arrangement; generally developed by shearing.
Scintillation counter - An instrument used to detect and measure radioactivity by detecting gamma rays; more sensitive than a geiger counter.
Secondary enrichment - Enrichment of a vein or mineral deposit by minerals that have been taken into solution from one part of the vein or adjacent rocks and redeposited in another.
Sedimentary rocks - Secondary rocks formed from material derived from other rocks and laid down under water. Examples are limestone, shale and sandstone.
Seismic prospecting - A geophysical method of prospecting, utilizing knowledge of the speed of reflected sound waves in rock.
Self-potential - A technique, used in geophysical prospecting, which recognizes and measures the minute electric currents generated by sulphide deposits.
Semi-autogenous grinding (SAG) - A method of grinding rock into fine powder whereby the grinding media consist of larger chunks of rocks and steel balls.
Serpentine - A greenish, metamorphic mineral consisting of magnesium silicate.
Shaft - A vertical or inclined excavation in rock for the purpose of providing access to an orebody. Usually equipped with a hoist at the top, which lowers and raises a conveyance for handling workers and materials.
Shale - Sedimentary rock formed by the consolidation of mud or silt.
Shear or shearing - The deformation of rocks by lateral movement along innumerable parallel planes, generally resulting from pressure and producing such metamorphic structures as cleavage and schistosity.
Shear zone - A zone in which shearing has occurred on a large scale.
Sheave wheel - A large, grooved wheel in the top of a headframe over which the hoisting rope passes.
Shoot - A concentration of mineral values; that part of a vein or zone carrying values of ore grade.
Short selling - The borrowing of stock from a broker in order to sell it in the hope that it may be purchased at a lower price later on.
Short ton - 2,000 lbs. avoirdupois.
Shrinkage stoping - A stoping method which uses part of the broken ore as a working platform and as support for the walls of the stope.
Siderite - Iron carbonate, which when pure, contains 48.2% iron; must be roasted to drive off carbon dioxide before it can be used in a blast furnace. Roasted product is called sinter.
Silica - Silicon dioxide. Quartz is a common example.
Siliceous - A rock containing an abundance of quartz.
Sill - An intrusive sheet of igneous rock of roughly uniform thickness that has been forced between the bedding planes of existing rock.
Silt - Muddy deposits of fine sediment usually found on the bottoms of lakes.
Sinter - Fine particles of iron ore that have been treated by heat to produce blast furnace feed.
Skarn - Name for the metamorphic rocks surrounding an igneous intrusive where it comes in contact with a limestone or dolostone formation.
Skip - A self-dumping bucket used in a shaft for hoisting ore or rock.
Slag - The vitreous mass separated from the fused metals in the smelting process.
Slash - The process of blasting rock from the side of an underground opening to widen the opening.
Slate - A metamorphic rock; the metamorphic equivalent of shale.
Slickenside - The striated, polished surface of a fault caused by one wall rubbing against the other.
Sludge - Rock cuttings from a diamond drill hole, sometimes used for assaying.
Sodium cyanide - A chemical used in the milling of gold ores to dissolve gold and silver.
Solvent extraction-electrowinning (SX-EW) - A metallurgical technique, so far applied only to copper ores, in which metal is dissolved from the rock by organic solvents and recovered from solution by electrolysis.
Spelter - The zinc of commerce, more or less impure, cast from molten metal into slabs or ingots.
Sphalerite - A zinc sulphide mineral; the most common ore mineral of zinc.
Split - The shareholder-approved division of a company's outstanding common shares into a larger number of new common shares.
Spot price - Current delivery price of a commodity traded in the spot market.
Station - An enlargement of a shaft made for the storage and handling of equipment and for driving drifts at that elevation.
Step-out drilling - Holes drilled to intersect a mineralization horizon or structure along strike or down dip.
Stock exchange - An organized market concerned with the buying and selling of common and preferred shares and warrants by stockbrokers who own seats on the exchange and meet membership requirements.
Stockpile - Broken ore heaped on surface, pending treatment or shipment.
Stope - An excavation in a mine from which ore is, or has been, extracted.
Stop-loss order - An arrangement whereby a client gives his broker instructions to sell a stock if and when its price drops to a specified figure on the market.
Stratigraphy - Strictly, the description of bedded rock sequences; used loosely, the sequence of bedded rocks in a particular area.
Streak - A diagnostic characteristic of minerals, where scratching a sample on a piece of unglazed porcelain leaves powder of a characteristic color.
Street certificate - A certificate representing ownership in a specified number of shares that is registered in the name of some previous owner who has endorsed the certificate so that it may be transferred to a new owner without referral to transfer agent.
Striations - Prominent parallel scratches left on bedrock by advancing glaciers.
Strike - The direction, or bearing from true north, of a vein or rock formation measure
on a horizontal surface.
Stringer - A narrow vein or irregular filament of a mineral or minerals traversing a rock mass.
Strip - To remove the overburden or waste rock overlying an orebody in preparation for mining by open pit methods.
Stripping ratio - The ratio of tonnes removed as waste relative to the number of tonnes of ore removed from an open-pit mine.
Strip mine - An open-pit mine, usually a coal mine, operated by removing overburden, excavating the coal seam, then returning the overburden.
Sub-bituminous - A black coal, intermediate between lignite and bituminous.
Sublevel - A level or working horizon in a mine between main working levels.
Subsidiary company - A company in which the majority of shares (a controlling position) is held by another company.
Sulphide - A compound of sulphur and some other element.
Sulphide dust explosions - An underground mining hazard involving the spontaneous combustion of airborne dust containing sulphide minerals.
Sulphur dioxide - A gas liberated during the smelting of most sulphide ores; either converted into sulphuric acid or released into the atmosphere in the form of a gas.
Sump - An underground excavation where water accumulates before being pumped to surface.
Sustainable development - Industrial development that does not detract from the potential of the natural environment to provide benefits to future generations.
Syenite - An intrusive igneous rock composed chiefly of orthoclase.
Sylvite - potassium chloride, the principal ore of potassium mined for fertilizer manufacturing.
Syncline - A down-arching fold in bedded rocks.
Syngenetic - A term used to describe when mineralization in a deposit was formed relative to the host rocks in which it is found. In this case, the mineralization was formed at the same time as the host rocks. (The opposite is epigenetic.)

T

Taconite - A highly abrasive iron ore.
Tailings - Material rejected from a mill after most of the recoverable valuable minerals have been extracted.
Tailings pond - A low-lying depression used to confine tailings, the prime function of which is to allow enough time for heavy metals to settle out or for cyanide to be destroyed before water is discharged into the local watershed.
Talus - A heap of broken, coarse rock found at the base of a cliff or mountain.
Telluride - A chemical compound consisting of the element tellurium and another element, often gold or silver.
Thermal coal - Coal burned to generate the steam that drives turbines to generate electricity.
Thickener - A large, round tank used in milling operations to separate solids from liquids; clear fluid overflows from the tank and rock particles sink to the bottom.
Tonnes-per-vertical-metre - Common unit used to describe the amount of ore in a deposit; ore length is multiplied by the width and divided by the appropriate rock factor to give the amount of ore for each vertical metre of depth.
Trading floor - the area of a stock exchange building where shares are bought and sold.
Trading post - An area on the trading floor of a stock exchange where current stock prices are listed and where the floor traders (representatives of brokerage firms) meet to buy or sell the stocks listed at that particular post.
Tram - To haul cars of ore or waste in a mine.
Treasury shares - The unissued shares in a company's treasury.
Trench - A long, narrow excavation dug through overburden, or blasted out of rock, to expose a vein or ore structure.
Trend - The direction, in the horizontal plane, of a linear geological feature, such as an ore zone, measured from true north.
Tube mill - An apparatus consisting of a revolving cylinder about half-filled with steel rods or balls and into which crushed ore is fed for fine grinding.
Tuff - Rock composed of fine volcanic ash.
Tunnel - A horizontal underground opening, open to the atmosphere at both ends.
Tunnel-boring-machine - A machine used to excavate a tunnel through soil or rock by mechanical means as opposed to drilling and blasting.

U

Umpire sample or assay - An assay made by a third party to provide a basis for settling disputes between buyers and sellers of ore.
Uncut value - The actual assay value of a core sample as opposed to a cut value which has been reduced by some arbitrary formula.
Underwrite - A firm commitment made by a broker or other financial institution to purchase a block of shares at a specified price.
Uraninite - A uranium mineral with a high uranium oxide content. Frequently found in pegmatite dykes.
Uranium - A radioactive, silvery-white, metallic element.

V

Vein - A fissure, fault or crack in a rock filled by minerals that have travelled upwards from some deep source.
Vendor - A seller. In the case of mining companies, the consideration paid for properties purchased is often a block of treasury shares. These shares are termed vendor shares and are normally pooled or escrowed.
Visible gold - Native gold which is discernible, in a hand specimen, to the unaided eye.
Volcanic rocks - Igneous rocks formed from magma that has flowed out or has been violently ejected from a volcano.
Volcanogenic - A term used to describe the volcanic origin of mineralization.
Voting right - The stockholder's right to vote in the affairs of the company. Most common shares have one vote each. Preferred stock usually has the right to vote when preferred dividends are in default.
Vug - A small cavity in a rock, frequently lined with well-formed crystals. Amethyst commonly forms in these cavities.

W

Wall rocks - Rock units on either side of an orebody. The hangingwall and footwall rocks of an orebody.
Warrant - See Rights.
Waste - Unmineralized, or sometimes mineralized, rock that is not minable at a profit.
Wedge - A technique of directing a diamond drill hole in a desired direction away from its current orientation.
Winze - An internal shaft.
Witness post - A claim post placed on a claim line when it cannot be placed in the corner of a claim because of water or difficult terrain.
Working capital - The liquid resources a company has to meet day-to-day expenses of operation; defined as the excess of current assets over current liabilities.
Writeoffs - Amounts deducted from a company's reported profit for depreciation or preproduction costs. Writeoffs are not an out-of-pocket expense, but reduce the amount of taxable profit.

X

Xenolith - A fragment of country rock enclosed in an intrusive rock.

Y

Yield - The current annual dividend rate expressed as a percentage of the current market price of the stock.

Z

Zone - An area of distinct mineralization.
Zone of oxidation - The upper portion of an orebody that has been oxidized.