#### UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

### Form 10-KSB

| [x]                                                                            | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE        SECURITIES EXCHANGE ACT OF 1934     |
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| For the fiscal year ended June        30, 2003                                 |
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| [ ]                                                                       | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE        SECURITIES EXCHANGE ACT OF 1934 |
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| For the transition period from _______________________        to _____________ |
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| Commission file number 0-50096                                                 |

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| **COUGAR HOLDINGS, INC.**(Name of small business issuer in its charter)                         |
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| Nevada      (State or other jurisdiction of incorporation or organization)                      | 30-0135720      (I.R.S. Employer Identification No.) |
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| 10655 NE 4th Street, Suite 400,      Bellevue, WA      (Address of principal executive offices) | 98004      (Zip Code) |
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| Issuer's telephone number    (604) 879-9001                                                     |
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| Securities registered under Section 12(b) of      the Exchange Act:                             |
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| Title of each class
___________________________________

___________________________________    | Name of each exchange on which registered    
___________________________________

___________________________________ |
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| Securities registered under Section 12(g) of      the Exchange Act:                             |
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| Voting Common Shares ($0.001 par value)      (Title of class)                                   |
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Check whether the issuer (1) filed all reports required to be filed bySection 13 or 15(d) of the Exchange Act during the past 12 months (or for suchshorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days. [x]Yes     [ ] No

Check if there is no disclosure of delinquent filers in response to Item 405of Regulation S-B is not contained in this form, and no disclosure will becontained, to the best of registrant's knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of this Form 10-KSBor any amendment to this Form 10-KSB. [ ]

The Company's revenues for the fiscal year endedJune 30, 2003 were $0.

The aggregate market value of the voting stock held by non-affiliates of theCompany on December 31, 2002 was  $0

**(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PASTFIVE YEARS)**

Check whether the issuer has filed all documents and reports required to befiled by Section 12, 13 or 15(d) of the Exchange Act after the distribution ofsecurities under a plan confirmed by a court.[ ]Yes     [ ] No

**(APPLICABLE ONLY TO CORPORATE REGISTRANTS)**

State the number of shares outstanding of each of the issuer's classes ofcommon equity, as of the latest practicable date.3,390,001 common voting shares, $0.001 par value, issued and outstanding asof September 29, 2003

**DOCUMENTS INCORPORATED BY REFERENCE**

None.

Transitional Small Business Disclosure Format (Check one): Yes____;     No _x___

 

 

**Table of Contents**  
**Page**
**PART I**  
       Item 1.Description of Business
3  
       Item 2.Description of Property
7  
       Item 3.Legal Proceedings
7  
       Item 4.Submission of Matters to a Vote of SecurityHolders
7  
 
**PART      II**  
       Item 5.Market for Common Equity andRelated Stockholder Matters
8  
 Item 6.Management's Discussion and Analysis or Planof Operation
9  
       Item 7.Financial Statements
15  
       Item 8.Changes In and Disagreements With Accountantson Accounting and Financial Disclosure
36  
 **PART III**  
       Item 9.Directors, Executive Officers,Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act
36  
       Item 10.Executive Compensation
37  
       Item 11.Security Ownership of Certain BeneficialOwners and Management
39  
 Item 12.Certain Relationships and RelatedTransactions
40  
       Item 13.Exhibits and Reports on Form 8-K
40              
       Item 14.      Controls and Procedures
41  
 
**SIGNATURES**  
        Signatures
41  
 
**CERTIFICATIONS**  
  Certifications
42  
 
 

 

**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 two 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 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 two properties which we    may explore.  The two interests consist of a 100% interest in each of    the 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 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              NameTenure              NumberUnitsRecord              DateExpiry              Date     WC14003282002/21/0302/14/04WC24003292002/21/0302/15/04
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 $63 each year per    unit leased during the first three 1 year terms; and $126 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 current WC1 lease expires on February 14, 2004 and the current WC2 lease    expires on February 15, 2004. The two mineral leases each consist of 20    units for a total of 40 units.  The extension of these leases for    another 1 year period therefore requires an expenditure of $2,520 or $1,260    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.**

 

**Current Properties - The 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.

 

*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.

The WC1 mineral claim already includes    significant roads already in place as a result of prior work completed by    forestry crews.  As a result, the work requiring a caterpillar on WC1    will consist primarily of work to cleanup existing roads and remove any    remaining underbrush.  The only portion of the WC1 and WC2 properties    that will require a caterpillar to build new roads is the southern half of    the WC2 claim where there are no roads at present.

The cost of hiring a caterpillar and operator    will be approximately $70 per hour.  The time required for caterpillar    work is difficult to estimate precisely but management estimates that a    caterpillar will be needed for between 40 and 60 hours in order to complete    cleanup work on WC1 and to build roads in the southern half of the WC2    property.  As such, the cost of caterpillar work is estimated to be    $2,800 to $4,200.  The upper figure of $4,200 is included in    management's estimate of $20,000 for completion of Phase 1.

 

*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.

 

**Previous Property - The WCT1 Mineral Claim**

The WCT1 claim, which is in close proximity    to our WC1 and WC2 mineral claims, was staked on January 25, 2002, and    allowed to lapse on January 24, 2003 as we have chosen to concentrate our    resources on the WC1 and WC2 properties.

The WCT1 is not a producing property and is    currently dormant.  We did not generate any revenue from mining    operations on the WCT1 claim.

The WCT1 claim consists of the following    mineral claim located within the Vernon Mining District:
Claim              NameTenure              NumberUnitsRecord              DateExpiry              Date     WCT13917002001/31/0201/24/03     
 

The WCT1 claim was 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. 

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

The WCT1 claim was 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.

 

**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, 2003 were $9,160, compared to our June 30, 2002 balance of $10,200.     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 $5,160 at June 30,2003, compared to our working capital position of $10,200 at    June 30, 2002.

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.

 

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.

 

**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 time and costs involved in having the    Company's properties inspected by inspectors for the B.C. Mining Division    and a rough estimate of the cost of a bond that might have to be posted    forms part of our estimate of time and costs for phases 1 and 2.

While the cost of any bond required cannot be    precisely estimated, until a detailed work program is finalized and reviewed    by the Mining Division, the history of bonding requirements in the Vernon    Mining Division would suggest that if government inspectors required the    posting of a bond, the cost of such a bond would likely be a minimum of $700    up to a maximum of $3,000.

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**

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.

 

**Item 2. 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.

 

 

**Item 3.  LegalProceedings**

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

 

**Item 4.  Submissionof Matters to a Vote of Security Holders**

None

 

**PART II**

**Item 5.  Market forCommon Equity and Related Stockholder Matters**

The Company's common stock has notbeen listed, as yet, on any stock exchange, bulletin boards or pink sheets, andtherefore, no market exists for the Company's common stock.

 

 

**Item 6. Management's Discussion and Analysis or Plan of Operation**

 

This discussion contains forward lookingstatements that involve risks and uncertainties. Our actual results could differmaterially from those discussed in this registration as we are an explorationstage company with no operations to date. Our ability to conduct an explorationprogram is subject to substantial risks.

The information in this Management's Discussionis current as of September 29, 2003.

Cougar Holdings is incorporated in the state ofNevada and owns mineral claims that it wishes to explore.  We have notbegun Phase 1 of our exploration program as the Company does not have enoughcapital to complete Phase 1 and thus must first raise additional capital inorder to proceed. The Company does not plan to begin Phase 1 until theadditional funds needed have been secured.

Regardless of when Phase 1 of our explorationprogram is started, we will have to raise additional operating capital withinthe next 12 months, either in the form of an advance or an equity investment byour President or in the form of equity investment by outside investors.

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

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

We have minimal cash and have not yet developedany producing mines.  We have no history of earnings.  There can be noassurance that we will be profitable. Since we have been an exploration stagecompany since inception and have not generated revenues, we operate with minimaloverhead.

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

There are no plans, proposals, arrangements orunderstandings with respect to the sale or issuance of additional securities byCougar Holdings.

Management continues to assess the viability ofexploration on our existing mineral properties, namely: the WC1, and WC2properties in southeastern British Columbia in which we hold a 100% interest. Work to date involves prospecting, by a professional geologist, on bothproperties.

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

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 determinethe geology, stratigraphy, and structure in two areas in a geological unit knownas the Harper Ranch Group.  Those two areas are:

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

2. The Eastern sections of both WC1 and WC2 eastand south of the road near the legal corner post and south into the McGregorCreek Canyon.

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

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

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

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

We do not expect any significant changes in thenumber of employees.

On March 5, 2003 Hudson CapitalCorporation, a company controlled by Mr. Terry G. Cook, the President of CougarHoldings Inc., advanced $9,000 to Cougar Holdings Inc.

 

**Results of Our Operations**

We had $0 revenue for the fiscal year ended June30, 2003 compared to $0 revenue for the fiscal year ended June 30, 2002.

We recorded a net income of $32,985 for the fiscalyear ended June 30, 2003, compared to a net loss of ($2,803) for the fiscalyear ended June 30, 2002.

Our net income of $32,985 in Fiscal 2003 resultedfrom revenues of $0, mineral property expenses of $2,408 and administrativeexpenses of $(35,347) which included administrative expenses of $15,015 and arecovery of accrued management fee expenses of $(48,000).  The management fees of$48,000 were reversed on June 30, 2003 byHudson Capital Corporation, a company controlled by Mr. Terry G. Cook, thePresident of Cougar Holdings Inc.  Our net loss of ($2,803) in Fiscal 2002 resulted fromrevenues of $0 and administrative expenses of $2,803.   

 

 **SignificantUncertainties**

Mineral exploration projects may be subject tonumerous regulatory requirements, as well as financing and economicuncertainties.

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

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

 

**Staking Of The WC1 and WC2 Properties**

Cougar Holdings has staked two mineral propertiesknown as the WC1 and WC2 mineral claims.

In staking the WC1 and WC2 properties, CougarHoldings acquired the legal title to minerals in the WC1 and WC2 mineral claims,which are recorded claims in the Vernon Mining Division, Province of BritishColumbia 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 rightto all minerals or placer minerals as defined in the Mineral Tenure Act ofBritish Columbia, and which were available at the time of location or staking orhave subsequently become available under the terms of the Act.

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

After an examination of each of thethree mineral claims by Company management in consultation with William Lumleythe Company's geologist, it was decided to focus exclusively on the twoeastern-most claims, the WC1 and WC2, as they are contiguous claims and are eachlargely unexplored to date.

The Company took advantage of theinclement winter conditions and the depressed state of the North American miningindustry and allowed the WC1 and WC2 claims to lapse, then re-staked the WC1 andWC2 claims on February 15 and 16, 2003.  Total costs for re-staking theclaims was $2,400.  This cost of $2,400 forms part of our estimate of$20,000 for Phase 1 of our exploration program for the WC1 and WC2 properties.

The WC1 (tenure #400328) and WC2(tenure #400329) will now expire on February 14 and February 15, 2004respectively.  The two mineral leases each consist of 20 units for a totalof 40 units.  The extension of these leases for another 1 year periodbeyond February 15, 2004 will therefore require an expenditure of $2,520 or$1,260 per claim for exploration work, plus the payment of a recording fee; or adirect payment of the same amount to the Province of British Columbia.

 

**Variation in Operating Results**

None of our properties are yet in production, andconsequently, 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 theassistance of mining professionals.  Decisions to abandon, reduce or expandexploration efforts are based upon many factors including general and specificassessments of mineral deposits, the likelihood of increasing or decreasingthose deposits, land costs, estimates of future mineral prices, potentialextraction methods and costs, the likelihood of positive or negative changes tothe environment, permitting, taxation, labor and capital costs.

 

**Possible Dilution to Shareholders**

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

 

**Securities Market Risk and the Penny StockRisk**

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

The broker or dealer must also deliver, prior toany transaction in a penny stock, a disclosure schedule prepared by theCommission relating to the penny stock market, which, in highlight form, (i)sets forth the basis on which the broker or dealer made the suitabilitydetermination; and (ii) that the broker or dealer received a signed, writtenagreement from the investor prior to the transaction.  Disclosure also hasto be made about the risks of investing in penny stock in both public offeringand in secondary trading, and about commissions payable to both thebroker-dealer and the registered representative, current quotations for thesecurities and the rights and remedies available to an investor in cases offraud in penny stock transactions.  Finally, monthly statements must besent disclosing recent price information for the penny stock held in the accountand information on the limited market in penny stocks.

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

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

Fluctuations in our quarterly operating resultsmay cause our stock price to decline.

We plan to retain earnings.  We have verylimited resources and do not anticipate paying dividends on our common stock forthe foreseeable future.

 

**Known Trends**

Due to the lack of working capital and to thesignificant operating losses, it is uncertain whether we can continue to existunless additional working capital is obtained.  These trends or conditionscould have a material adverse effect on our financial position and futureresults of operations.  We intend to raise sufficient working capitalthrough equity financing or reorganization.

 

**Inflation**

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

 

**Recent Accounting Pronouncements**

In November 2002, the EmergingIssues Task force ("EITF") reached a consensus regarding EITF Issue00-21, "Accounting for Revenue Arrangements with MultipleDeliverables".  The consensus addresses not only when and how anarrangement involving multiple deliverables should be divided into separateunits of accounting but also how the arrangement's consideration should beallocated among separate units.  The pronouncement is effective for theCompany commencing with its fiscal year end 2004 and is not expected to have amaterial impact on its results of operations or financial position.

In November, 2002, the FASB issuedFASB interpretation No. 45 ("FIN 45"), "Guarantor's Accountingand Disclosure Requirements for Guarantees, including indirect Guarantees ofIndebtedness of Others, an interpretation of FASB statements 4, 57, 107 andrescission of FASB interpretation No. 34".  FIN 45 requiresrecognition and measurement of guarantees entered into or modified beginning onJanuary 1, 2003 and requires expanded disclosure of guarantees as at December31, 2002.  The Company has determined that the adoption of FIN 45 will nothave a material impact on its results of operations or financial position.

In December 2002, the FASB issuedStatement of Financial Accounting Standards No. 148, ("SFAS 148"),"Accounting for Stock-Based Compensation - Transition and Disclosure, anamendment of FASB Statement No. 123".  SFAS 148 provided alternativemethods for voluntary transition to the fair value based method of accountingfor stock-based employees compensation.  SFAS 148 also requires thatdisclosures of the pro forma effect of using the fair value method of accountingfor stock-based employee compensation be displayed more prominently and in atabular format.  Additionally, SFAS 148 requires disclosure of the proforma effect in tnterim financial statements.  The transition and annualdisclosure requirements of SFAS 148 are effective for the Company's fiscal year2003.  The interim disclosure requirements are effective for the secondquarter of the Company's fiscal year 2003.  The Company does not expectSFAS 148 to have a material effect on its results of operations or financialcondition.

In January 2003, the FASB issuedFASB Interpretation No. 46 ("FIN 46"), "Consolidation of VariableInterest Entities, an Interpretation of ARB No. 51", FIN 46 requirescertain variable interest entities to be consolidated by the primary beneficiaryof the entity if the equity investors in the entity do not have thecharacteristics of a controlling financial interest or do not have sufficientequity at risk for the entity to finance its activities without additionalsubordinated financial support form other parties.  FIN 46 is effective forall new variable interest entities created or acquired after January 31,2003.  For variable interest entities created or acquired prior to February1, 2003, the provisions of FIN 46 must be applied for the first interim orannual period beginning after June 15, 2003.  The Company has determinedthat the adoption of FIN 46 will not have a material impact on its results ofoperations or financial position.

In May, 2003, the FASB issuedStatement of Financial Accounting Standards No. 150, ("SFAS 150")"Accounting for Certain Financial Instruments with Characteristics of bothLiabilities and Equity."  SFAS No. 150 establishes standards for howan issuer classifies and measures certain financial instruments withcharacteristics of both liabilities and equity.  It requires that an issuerclassify a financial instrument that is within its scope as a liability (or anasset in some circumstances).  The requirements of SFAS 150 apply toissuers' classification and measurement of freestanding financial instruments,including those that comprise more than one option or forward contract. SFAS 150 does not apply to features that are embedded in a financial instrumentthat is not a derivative in its entirety.  SFAS 150 is effective forfinancial instruments entered into or modified after May 31, 2003, and otherwiseis effective at the beginning of the first interim period beginning after June15, 2003, except for mandatory redeemable financial instruments of non-publicentities.  It is to be implemented by reporting the cumulative effect of achange in an accounting principle for financial instruments created before theissuance date of SFAS 150 and still existing at the beginning of the interimperiod of adoption.  Restatement is not permitted.  The Company hasdetermined that the adoption of SFAS 150 will not have a material impact in itsresults of operations or financial position.

FASB has also issued SFAS No. 147and 149 but they will not have any relationship to the operations of theCompany.  Therefore, a description of each and their respective impact onthe Company's operations have not been disclosed.

 

**Forward-looking Statements**

Some discussions in this filing may containforward-looking statements and and prospective in nature.  Suchforward-looking statements reflect managements beliefs and assumptions and arebased on information currently available to management.  Forward-lookingstatements are statements that express our goals, beliefs, plans, currentexpectations or other statements regarding matters that are not historicalfacts.  Forward-looking statements are often identified by words such as"believes", "anticipates", "expects","estimates" and similar expressions, or words which, by their nature,refer to future events.  The forward-looking statements involve known andunknown risks, uncertainties and other factors that may cause actual results todiffer materially from those expressed or implied in such statements.

Such factors include, among others, thefollowing:  local, national and international general economic and marketconditions; the ability of the Company to attract equity capital; the ability ofthe Company to implement our proposed exploration program and the successthereof; existing government regulations and changes in, or the failure tocomply with, government regulations; changes in business strategy or developmentplans; the ability to attract and retain qualified personnel; and other factorsreferenced in this and previous filings.

Given these uncertainties, readers of this Form10-KSB are cautioned not to place undue reliance on such forward-lookingstatements.  The Company disclaims any obligation to update any suchfactors or to publicly release the results of any revisions to any of theforward-looking statements contained herein to reflect future events ordevelopments.

 

 

 

**Item 7.  FinancialStatements**

 

**INDEPENDENT AUDITORS' REPORT**

**To the Board of Directors and Stockholders ofCougar Holdings Inc.(An Exploration Stage Company)**

We have audited the accompanyingbalance sheet of Cougar Holdings Inc. (An Exploration Stage Company) as of June30, 2003 and the related statement of operations, changes in stockholders'deficiency and cash flows for the year then ended.  These financialstatements are the responsibility of the Company's management.  Ourresponsibility is to express an opinion on these financial statements based onour audit.

We conducted our audits inaccordance with auditing standards generally accepted in the United States ofAmerica.  Those standards require that we plan and perform the audit toobtain reasonable assurance about whether the financial statements are free ofmaterial 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 significantestimates made by management, as well as evaluating the overall financialstatement presentation.  We believe that our audits provide a reasonablebasis for our opinion.

In our opinion, the financialstatements referred to above present fairly, in all material respects, thefinancial position of Cougar Holdings Inc. (An Exploration Stage Company) as ofJune 30, 2003, and the results of its operations and its cash flows for the yearthen ended in conformity with accounting principles generally accepted in theUnited States of America.

The accompanying financialstatements have been prepared assuming that the Company will continue as a goingconcern.  As discussed in Note 1 to the financial statements, the Company'soperating losses raise substantial doubt about its ability to continue as agoing concern.  Management's plans in regard to these matters are alsodiscussed in Note 1.  The financial statements do not include anyadjustments that might result from the outcome of this uncertainty.

/s/ TELFORD SADOVNICK, P.L.L.C.

CERTIFIED PUBLIC ACCOUNTANTS

Bellingham, WashingtonSeptember 19, 2003

 

 
**Cougar Holdings Inc.**(An Exploration Stage Company)** **
**TABLE OF CONTENTS**     
Page  Balance Sheet, June 30, 2003 and 2002 1  Statements of Operations 2  Statement of Changes in Stockholders'        Deficiency, for the Period    from inception on June 2, 1999 through June 30,        2003 3  Statements of Cash Flows4  Notes to the Financial Statements 5-11
 

 
**COUGAR        HOLDINGS INC.**(An      Exploration Stage Company)* ***BALANCE        SHEET**        As        at June 30, 
**2003**
**2002**
**ASSETS **
CURRENT     Cash$               9,160 $      10,200                     9,160                10,200         COMPUTER        EQUIPMENT, net of accumulated      depreciation of $3,289 and        $2,314, respectively                 1,587                  2,562        $             10,747 $             12,762               
**LIABILITIES**       CURRENT Accounts        payable and accrued liabilities$               4,000 $                       0         4,000 0       DUE        TO STOCKHOLDER (Note 5)                  9,503                 48,503        $               13,503 $             48,503 
 ** **
**STOCKHOLDERS' DEFICIENCY**       Capital        stock (Note 6)3,390 3,390 Additional paid-in capital15,411 15,411 Deficit        accumulated during the exploration      stage              (21,557)              (54,542)                    (2,756)              (35,741)          $             10,747 $             12,762                                                                   
 
 
 
                                    
The accompanying notes are an integral part of these      financial statements. 
 Page 1
 

**COUGAR        HOLDINGS INC.**(An      Exploration Stage Company)** **** ****STATEMENT 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,         2003      2003      2002         Other income:      Interest income$                    46$                    46$                       0                  Operating expenses:                Mining property expenses$               3,872 $                2,408 $         1,464 General and administrative      expenses           (recovery) (note 6)               17,731          (35,347)                  1,339                         (21,603)                (32,939)                          2,803          **NET        INCOME (LOSS)**$              (21,557)$             32,985 $                (2,803)         **NET        INCOME (LOSS) PER SHARE - BASIC**$                 (0.01)$           0.01 $                       0          **WEIGHTED        AVERAGE COMMON SHARES**      **          OUTSTANDING - BASIC**   1,975,924    3,390,001            2,834,397                                                                                                                                                                                                                                  
The accompanying notes are an integral part of these      financial statements. 
Page 2
 
**COUGAR        HOLDINGS INC.**(An      Exploration Stage Company)**STATEMENT        OF CHANGES IN STOCKHOLDERS' DEFICIENCY** For      the Period From Inception on June      2, 1999 Through June 30, 2003         **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 $                  0 
$                  1   $                         1            Net (loss)      $  (30,954)(30,954)                                   
                                                   Balance, June 30, 2000                    1 
                      0 
 
                    1           (30,954)          (30,953)           Common stock issued for2,800,000 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 payable80,000 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)           Net income       32,985  32,985            Balance, June 30,        2003 3,390,001 $           3,390 
$    15,411 $          (21,557)$          (2,756) 
                       
            
                                             
                                  
The accompanying notes are an integral part of these      financial statements. 
 Page 3
 

 
**COUGAR        HOLDINGS INC.**(An      Exploration Stage Company)**STATEMENT        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,         2003      2003      2002         **OPERATING        ACTIVITIES**                Net income ( loss)$             (21,557)$              32,985 $              (2,803)          Adjustments to reconcile net income (loss)                   to net cash used by operating activities                      Depreciation3,289 975 975           Increase in accounts payable and                   Accrued liabilities                4,000                    4,000                                 0                  (14,268)                 37,960                   (1,828)         **I****NVESTING        ACTIVITIES**                Purchase of equipment               (4,876)                       0                          0                      (4,876)                       0                          0          **FINANCING        ACTIVITIES**                Issuance of capital stock                10,201                          0           10,200           Net advances from (to) stockholder18,103 (39,000) 1,828                     28,304                 (39,000)          12,028          **NET        CHANGE IN CASH**9,160 (1,040) 10,200          **CASH,        BEGINNING OF PERIOD**                         0        10,200                          0          **CASH,        END OF PERIOD**$                 9,160 $                 9,160 $        10,200          **SUPPLEMENTAL        DISCLOSURE OF CASH**  **FLOW INFORMATION**         Non-cash financing activity                Common stock issued for satisfaction of                   amount due to stockholder$                      8,600 $                       0 $                 1,600                                                                          
The accompanying notes are an integral part of these      financial statements. 
Page 4
 

 

**COUGAR HOLDINGS INC.**(An Exploration Stage Company)

**NOTES TO THE FINANCIAL STATEMENTS**

 

**NOTE 1 - NATURE 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' deficiency, 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  stockholders and issuance 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.

 

**NOTE 2 - SUMMARY OF SIGNIFICANTACCOUNTING 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.

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.

Page 5

 

**COUGAR HOLDINGS INC.**(An Exploration Stage Company)

**NOTES TO THE FINANCIAL STATEMENTS**

 

**NOTE 2 - SUMMARY OF SIGNIFICANTACCOUNTING POLICIES (Cont'd)**

Net Income (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, 2003 and 2002, 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.

Foreign Currency Translation

The Company holds interests in  two 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.

Page 6

 

**COUGAR HOLDINGS INC.**(An Exploration Stage Company)

**NOTES TO THE FINANCIAL STATEMENTS**

 

**NOTE 2 - SUMMARY OF SIGNIFICANTACCOUNTING POLICIES (Cont'd)**

New accounting pronouncements

In November 2002, the EmergingIssues Task force ("EITF") reached a consensus regarding EITF Issue00-21, "Accounting for Revenue Arrangements with MultipleDeliverables".  The consensus addresses not only when and how anarrangement involving multiple deliverables should be divided into separateunits of accounting but also how the arrangement's consideration should beallocated among separate units.  The pronouncement is effective for theCompany commencing with its fiscal year end 2004 and is not expected to have amaterial impact on its results of operations or financial position.

In November, 2002, the FASB issuedFASB interpretation No. 45 ("FIN 45"), "Guarantor's Accountingand Disclosure Requirements for Guarantees, including indirect Guarantees ofIndebtedness of Others, an interpretation of FASB statements 4, 57, 107 andrescission of FASB interpretation No. 34".  FIN 45 requiresrecognition and measurement of guarantees entered into or modified beginning onJanuary 1, 2003 and requires expanded disclosure of guarantees as at December31, 2002.  The Company has determined that the adoption of FIN 45 will nothave a material impact on its results of operations or financial position.

In December 2002, the FASB issuedStatement of Financial Accounting Standards No. 148, ("SFAS 148"),"Accounting for Stock-Based Compensation - Transition and Disclosure, anamendment of FASB Statement No. 123".  SFAS 148 provided alternativemethods for voluntary transition to the fair value based method of accountingfor stock-based employees compensation.  SFAS 148 also requires thatdisclosures of the pro forma effect of using the fair value method of accountingfor stock-based employee compensation be displayed more prominently and in atabular format.  Additionally, SFAS 148 requires disclosure of the proforma effect in tnterim financial statements.  The transition and annualdisclosure requirements of SFAS 148 are effective for the Company's fiscal year2003.  The interim disclosure requirements are effective for the secondquarter of the Company's fiscal year 2003.  The Company does not expectSFAS 148 to have a material effect on its results of operations or financialcondition.

In January 2003, the FASB issuedFASB Interpretation No. 46 ("FIN 46"), "Consolidation of VariableInterest Entities, an Interpretation of ARB No. 51", FIN 46 requirescertain variable interest entities to be consolidated by the primary beneficiaryof the entity if the equity investors in the entity do not have thecharacteristics of a controlling financial interest or do not have sufficientequity at risk for the entity to finance its activities without additionalsubordinated financial support form other parties.  FIN 46 is effective forall new variable interest entities created or acquired after January 31,2003.  For variable interest entities created or acquired prior to February1, 2003, the provisions of FIN 46 must be applied for the first interim orannual period beginning after June 15, 2003.  The Company has determinedthat the adoption of FIN 46 will not have a material impact on its results ofoperations or financial position.

 

Page 7

 

**COUGAR HOLDINGS INC.**(An Exploration Stage Company)

**NOTES TO THE FINANCIAL STATEMENTS**

 

**NOTE 2 - SUMMARY OF SIGNIFICANTACCOUNTING POLICIES (Cont'd)**

New accounting pronouncements  (Cont'd)

In May, 2003, the FASB issuedStatement of Financial Accounting Standards No. 150, ("SFAS 150")"Accounting for Certain Financial Instruments with Characteristics of bothLiabilities and Equity."  SFAS No. 150 establishes standards for howan issuer classifies and measures certain financial instruments withcharacteristics of both liabilities and equity.  It requires that an issuerclassify a financial instrument that is within its scope as a liability (or anasset in some circumstances).  The requirements of SFAS 150 apply toissuers' classification and measurement of freestanding financial instruments,including those that comprise more than one option or forward contract. SFAS 150 does not apply to features that are embedded in a financial instrumentthat is not a derivative in its entirety.  SFAS 150 is effective forfinancial instruments entered into or modified after May 31, 2003, and otherwiseis effective at the beginning of the first interim period beginning after June15, 2003, except for mandatory redeemable financial instruments of non-publicentities.  It is to be implemented by reporting the cumulative effect of achange in an accounting principle for financial instruments created before theissuance date of SFAS 150 and still existing at the beginning of the interimperiod of adoption.  Restatement is not permitted.  The Company hasdetermined that the adoption of SFAS 150 will not have a material impact in itsresults of operations or financial position.

FASB has also issued SFAS No. 147and 149 but they will not have any relationship to the operations of theCompany.  Therefore, a description of each and their respective impact onthe Company's operations have not been disclosed.

Fair values of financial instruments

The carrying amounts of financial  statements including cash and amount due to stockholder approximate their fair values as of June  30, 2003 and 2002.

Concentration of Risk

The Company maintains its cashaccounts in one commercial bank in Point Roberts, WA.  The Company's cashaccounts is in an unsecured business checking account.  As at June 30, 2003the Company has not engaged in any transactions that would be consideredderivative instruments on hedging activities.

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, 2003.

Page 8

 

**COUGAR HOLDINGS INC.**(An Exploration Stage Company)

**NOTES TO THE FINANCIAL STATEMENTS**

 

**NOTE 2 - SUMMARY OF SIGNIFICANTACCOUNTING POLICIES (Cont'd)**

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.

Comparative Figures

Certain amounts in the prior yearhave been reclassified to conform to the presentation used in the current year.

 

**NOTE 3 - MINERAL PROPERTIES**

Title to mineral properties involvescertain inherent risks due to the difficulties of determining the validity ofcertain claims as well as the potential for problems arising from the frequentlyambiguous conveyancing history characteristic of many mineral properties. The Company has investigated title to all of its mineral properties and, to thebest of their knowledge, title to all of its properties are in good standing.

As at June 30, 2003, the Company hasinterests in two mineral properties known as the WC1 and WC2 mineral claims,located in the Vernon Mining Division, Province of British Columbia,administered by the Mineral Titles Branch, Ministry of Energy and Mines of theProvince of British Columbia, Canada.  As of June 30, 2002, the Company hadinterests in three properties known as the WCT1 and the WC1 and WC2 mineralclaims.  Those claims ere staked during the year ended 2002 and upon expiryof the claims, the WC1 and WC2 claims were re-staked during the year ended June30, 2003 while the WCT1 claim was allowed to lapse.  In connection withre-staking or establishing the claims the Company incurred costs totaling $2,408for the year ended June 30, 2003 and $1,463 for the year ended June 30, 2002,that are reflected in the Company's operating expenses.  None of theCompany's properties contain a known commercially viable deposit suitable formining.

 

**NOTE 4 - INCOME TAXES**

Income taxes vary from the amount  that would be determined by applying the statutory rates due to the following:
 20032002   Net income tax operating        income (loss)$32,985$(2,803)   Statutory tax rate34%34%   Provision for income taxes        based on statutory rates11,215-   Reduction of income taxes on        application of prior years'losses not previously        recognized(11,215)-   $          -   $          -   
 

Page 9

 

**COUGAR HOLDINGS INC.**(An Exploration Stage Company)

**NOTES TO THE FINANCIAL STATEMENTS**

 

**NOTE 4 - INCOME TAXES (Cont'd)**

Significant components of the  Company's deferred income tax assets are as follows:
 20032002   Net income tax operating loss        carry forward$21,557$55,000   Statutory tax rate34%34%   Deferred income tax asset7,23918,700   Valuation allowance(7,239)(18,700)    $          -   $          -   
 

 

**NOTE 5 - DUE TO STOCKHOLDER**

The Company's operations have beenfinanced through advances from Hudson Capital Corporation ("Hudson"),a Company controlled bye Mr. Terry G. Cook, the President and Director of theCompany, and issuance of common stock to Hudson and Cam Dalgliesh("Dalgliesh"), a Director of the Company.  In addition to thetransactions described in Note 6, the following table schedules the Company'stransactions with Hudson

 
 For the period   from inception on   June 2, 1999For the yearFor the year to June 30,ended June 30,ended June 30, 200320032002       Beginning balance $                       0  $                48,503  $                48,275           Recovery of management fees 0  (48,000)  0           Advances 18,103  9,000  1,828           Conversions to common stock
 
                (8,600
) 
                  0
  
                  (1,600
)         Ending balance $                9,503  $                9,503  $                48,503 
 

Hudson has provided management and office services to the  Company since its inception that have been accrued in the amount due tostockholder.   Effective June 30, 2003, Hudson reversed all management fees charged to the  Company since inception and applied the $48,000 credit as a recovery ofmanagement fees (included in general and administrative expenses).  Thebalance due to stockholder consists of amounts paid by Hudson on the Company'sbehalf to fund operating activities, or funds advanced to the Company byHudson.  Hudson has agreed not to demand payment on any of the amountsuntil July 1, 2004.

Page 10

 

**COUGAR HOLDINGS INC.**(An Exploration Stage Company)

**NOTES TO THE FINANCIAL STATEMENTS**

 

**NOTE 6 - CAPITAL STOCK**

Authorized and issued

Upon the Company's inception on June2, 1999, the Company's Board of Directors resolved to authorize 200,000,000shares of its $0.001 par value common stock.  As at June 30, 2003 and 2002,the following shares were issued:

 
20032002Issued:   3,390,001Common stock3,3903,390
 

Common Stock Issued for Cash

The Company was initiallycapitalized at its inception by the sale of one share of its common stock for$1.00 to Hudson.  During the year ended June 30, 2003, the Company did notissue any additional common stock for cash.  During the fiscal year endedJune 30, 2002, the Company issued 510,000 shares of its common stock at $0.02per share to Hudson and a Director of the Company, for $10,200.

Common Stock Issued forSatisfaction of Amount Due to Stockholder

During the year ended June 30, 2003,the Company did not issue any additional common stock for satisfaction of amountdue to stockholder.  During the year ended June 30, 2002, the Companyissued 80,000 of its common stock at $0.02 per share to Hudson in satisfactionof $1,600 payable to Hudson.

Page 11

 

 

**Item 8.  Changes Inand Disagreements With Accountantson Accounting and Financial Disclosure**

 
On June 11, 2003 the Board of Directors (the"Board") of Cougar Holdings Inc. (the "Company") agreedunanimously to no longer retain DeCoria, Maichel & Teague P.S. as theCompany's independent public accountants.
The reports of DeCoria, Maichel & Teague P.S.on the financial Statements for each of the years ended June 30, 2002 and 2001did not contain an adverse opinion or a disclaimer of opinion, or was qualifiedor modified as to uncertainty, audit scope, or accounting principles other thanthe statement that the Company's losses raise substantial doubt about itsability to continue as a going concern.

The Company's Board of Directors participated inand approved the decision to change independent accountants on June 11, 2003.

During the years ended June 30, 2002 and 2001 andthrough June 11, 2003, there were no disagreements with DeCoria, Maichel &Teague P.S. on any matter of accounting principles or practices, financialstatement disclosure, or auditing scope of procedure which, if not resolved tothe satisfaction of DeCoria, Maichel & Teague P.S. would have caused it tomake reference to the subject matter of the disagreements in connection with itsreport.

In connection with the audits for the fiscalyears ended June 30, 2002 and 2001, and the subsequent interim period endingJune 11, 2003, DeCoria, Maichel & Teague P.S. did not advise the Companywith respect to any of the matters described in paragraphs (a)(1)(v)(A) through(D) of Item 304 of Regulation S-K.

On August 1, 2003 the Board ofDirectors (the "Board") of Cougar Holdings Inc. (the"Company") agreed unanimously to engage McLean Majdanski, CharteredAccountants, as the Company's independent public accountants commencing with theaudit for the year ending June 30, 2003. Duringthe years ended June 30, 2002 and 2001 and through the date of the Board'sdecision to engage Mclean Majdanski, Chartered Accountants, the Company did notconsult McLean Majdanski with respect to the application of accountingprinciples to a specified transaction, either completed or proposed, or the typeof audit opinion that might be rendered on the Company's consolidated financialstatements, or any other matters or reportable events as set forth in Items304(a)(2)(i) and (ii) of Regulation S-B.

On August 30, 2003 the Board of Directors (the"Board") of Cougar Holdings Inc. (the "Company") have agreedunanimously to rescind the agreement to engage McLean Majdanski, CharteredAccountants, as the Company's independent public accountants commencing with theaudit for the year ending June 30, 2003.  The firm of McLean Majdanski wasnever officially engaged and did not perform any services as the Company'sindependent public accountants. 

On August 30, 2003 the Board of Directors (the"Board") of Cougar Holdings Inc. (the "Company") agreedunanimously to engage Telford Sadovnick, P.L.L.C., Certified PublicAccountants, as the Company's independent public accountants commencing with theaudit for the year ending June 30, 2003.  During the years ended June 30,2002 and 2001 and through the date of the Board's decision to engage TelfordSadovnick, P.L.L.C., Certified Public Accountants, the Company did not consultTelford Sadovnick, P.L.L.C., Certified Public Accountants, with respect to theapplication of accounting principles to a specified transaction, eithercompleted or proposed, or the type of audit opinion that might be rendered onthe Company's consolidated financial statements, or any other matters orreportable events as set forth in Items 304(a)(2)(i) and (ii) of Regulation S-B.

 

 

**PART III**

**Item 9.  Directors,Executive Officers, Promoters and Control Persons;Compliance With Section 16(a)of the Exchange Act**

 

**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**
NameAgePositions(s)Director Since         Terry G. Cook 54 President, Director June 1999         Cam Dalgliesh 60 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, continuously from May 1, 1998    to the present, of Leopard Capital, Inc., a reporting company incorporated    in Nevada.  Mr. Cook is currently the President and a Director of    Leopard Capital, Inc.  He also holds the position of Chief Financial    Officer and Treasurer.  Leopard Capital, Inc. is a public company that    previously held mining interests in British Columbia, Canada.  Leopard    Capital has recently gone through a re-organization and is currently looking    for an acquisition of, or a merger with, a suitable operating company.

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 traveling, 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, continuously from May 1998 to the present, of Leopard Capital,    Inc., a reporting company incorporated in Nevada, continuously from May 1998    to the present.  Mr. Dalgliesh is currently the Secretary of Leopard    Capital, Inc.  Leopard Capital, Inc. is a public company that    previously held mining interests in British Columbia, Canada.  Leopard    Capital has recently gone through a re-organization and is currently looking    for an acquisition of, or a merger with, a suitable operating company.

 

**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 eventsduring the last five years that are material to an evaluation of the ability orintegrity of any director, person nominated to become a director, executiveofficer, promoter or control person including:

a) any bankruptcy petition filed by or against any business ofwhich such person was a general partner or executive officer either at the timeof the bankruptcy or within two years prior to that time;

b) any conviction in a criminal proceeding or being subject to apending criminal proceeding (excluding traffic violations and other minoroffenses);

c) being subject to any order, judgment, or decree, notsubsequently reversed, suspended or vacated, of any court of competentjurisdiction, permanently enjoining, barring, suspending or otherwise limitinghis/her involvement in any type of business, securities or banking activities;

d) being found by a court of competent jurisdiction (in a civilaction), the Commission or the Commodity Futures Trading Commission to haveviolated a federal or state securities or commodities law, and the judgment hasnot been reversed, suspended, or vacated.

 

**Item 10. Executive Compensation**

Hudson Capital Corporation had accruedcompensation of $48,000 from Cougar Holdings for management and administrativeservices since Cougar's inception on June 2, 1999 until June 30,2001.  OnJune 30, 2003 Hudson reversed all charges for management and administrativeservices for the above period.  Mr. Terry G. Cook is the President andcontrolling shareholder of Hudson Capital Corporation. The accruedmanagement and administrative fees were never paid to Hudson and wereoutstanding until they were reversed on June 30, 2003 by Hudson CapitalCorporation.

During Fiscal 2003 ended June 30, 2003, nodirector or executive officer received or accrued compensation, cash orotherwise, in excess of  $60,000.  We did not set aside or accrue anyfunds during Fiscal 2002 to provide pension, retirement or similar benefits fordirectors or executive officers.

**Long-Term Compensation**

Not Applicable

**Summary Compensation Table**

The following table sets forth the compensationpaid by us to our principal executive officer for fiscal years ending June 30,2003, 2002, 2001 and 2000.

 

SUMMARY COMPENSATION          TABLE
  Annual          compensationLong-term          compensation     AwardsPayouts Name and          principal          positionYearSalary          ($)Bonus          ($)Other          annual          compen-          sation          ($)Restricted          stock          award(s)          ($)Securities          under-          lying          options/          SARs          (#)LTIP          payouts          ($)All other          compen-          sation          ($)Terry G. Cook,          President200300(48,000) (1)0000         Terry G. Cook,          President20020000000         Terry G. Cook,          President20010018,000 (1)0000         Terry G. Cook,          President20000030,000 (1)0000         (1) Reflects          accrued management and administrative fees and the June 30, 2003 reversal          of these fees         
No compensation is payable to directors of theCompany in connection with attendance at board meetings, except as to suchdirectors who also serve as officers of the Company in capacities other thandirectors and/or officers.  At this time, no other compensation has beenscheduled for any other member of the Board of Directors of officers of theCompany.Future compensation of officers will be determined by the Board of Directorsbased upon financial condition and performance of the Company, the financialrequirements of the Company, and upon individual performance of each officer. The Board of Directors intends to insure that the salaries paid to the Company'sofficers and employees are reasonable and prudent and are based upon both thefinancial condition and performance of the Company and upon the performance ofthe individual officers.No retirement, pension, profit sharing, stock option or insurance programs orother similar programs have been adopted by the Company for the benefit of itsemployees.

 

 

**Item 11.  SecurityOwnership of Certain Beneficial Owners and Management**

As of the close of business on June 30,2003 basedon information available to us, the following persons owned beneficially morethan 5% of our outstanding common shares:

**5% or Greater Shareholders**
Title of Name and          AddressAmount          and Nature ofPercent          ofClass of          Beneficial OwnerBeneficial          Ownership
Class (1)
       Common Hudson Capital          Corporation
3,380,001
 
99.71%
 (Terry G. Cook)          (2)  10655 NE 4th          Street, Suite 400      Bellevue, WA           98004      (1)Based on 3,390,001 shares of          common stock outstanding as of June 30, 2003.(2)Mr. Terry G. Cook is the          President and controlling shareholder of Hudson Capital Corporation          and controls these shares through his control of Hudson.  
The table below lists as of June 30, 2003,all of our directors and executive officers who beneficially owned our votingsecurities and the amount of our voting securities owned by the directors andexecutive officers as a group.

**Security Ownership ofManagement**
Title of Name and          AddressAmount          and Nature ofPercent          ofClass of          Beneficial OwnerBeneficial          Ownership
Class (1)
       Common Terry G. Cook (2)
3,380,001
 
99.71%
   10655 NE 4th          Street, Suite 400      Bellevue, WA  98004           Common Cam Dalgliesh, Director10,000 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 June 30, 2003.(2)Hudson Capital Corporation          is the beneficial owner of 3,380,001 common shares of Cougar Holdings.           Mr. Terry G. Cook is the President and controlling shareholder of          Hudson Capital Corporation and controls these shares of Cougar          Holdings Inc. through his control of Hudson.  
 

 

**Item 12.  CertainRelationships and Related Transactions**

None of the persons who were our directors orofficers last fiscal year, none of the insiders, and none of the associates oraffiliates of those persons, has had any material interest, direct or indirect,by way of beneficial ownership of securities or otherwise, other than asdisclosed below, and further described in note 5 and note 6 in the auditedfinancial statements dated June 30, 2003.

Hudson Capital Corporation had accruedcompensation of $48,000 from Cougar Holdings for management and administrativeservices since Cougar's inception on June 2, 1999 until June 30, 2001.  OnJune 30, 2003 Hudson reversed all charges for management and administrativeservices, leaving a balance of $9,503 owing to Hudson for cash advances. Terry G. Cook is the President and controlling shareholder and Hudson CapitalCorporation.  

**Hudson has agreed not to demand payment of anyof the Company's related party payables until July 1, 2004.**

 

 

**Item 13.  Exhibitsand Reports on Form 8-K**

**Exhibits**

None

 

**Reports on Form 8-K**

Cougar Holdings Inc. filed thefollowing report on Form 8-Kduring the fiscal year starting July 1, 2002 and ending June 30, 2003:

A Form 8-K dated June 11, 2003 wasfiled on June 26, 2003 to report that the Board of Directors had agreedunanimously to no longer retain DeCoria, Maichel & Teague P.S. as theCompany's independent public accountants.  This 8K dated June 11,2003 isincorporated by reference.Subsequent to June 30, 2003, Cougar Holdings Inc.filed the following reports on Form 8-K:

A Form 8-K dated August 1, 2003 wasfiled on August 11, 2003 to report that the Board of Directors have agreedunanimously to engage McLean Majdanski, Chartered Accountants, as the Company'sindependent public accountants commencing with the audit for the year endingJune 30, 2003.  This 8K dated August 1,2003 isincorporated by reference.

A Form 8-K dated August 1, 2003 wasfiled on September 2, 2003 to report that on August 30, 2003 the Board ofDirectors had agreed unanimously to rescind the agreement to engage McLeanMajdanski, Chartered Accountants, as the Company's independent publicaccountants commencing with the audit for the year ending June 30, 2003 and toengage Telford Sadovnick, P.L.L.C., Certified Public Accountants, as theCompany's independent public accountants commencing with the audit for the yearending June 30, 2003.  The firm of McLean Majdanski was never officiallyengaged and did not perform any services as the Company's independent publicaccountants. This 8K dated August 1,2003 isincorporated by reference.

 

 

**Item 14. Controls and Procedures**
The Company's President, acting inthe capacity of Chief Executive Officer and Chief Financial Officer evaluatedthe Company's disclosure controls and procedures within 90 days prior to filingthis annual report on From 10-KSB.  Based on his evaluation,  the Company'sPresident concluded that the Company's disclosure controls and procedures areeffective to ensure that information  required to be disclosed by theCompany in reports that it files or submits under the Securities Exchange Act of1934 is recorded, processed, summarized and reported within the time periodsspecified in the applicable Securities and Exchange Commission rules and forms.

Since the date of the most recentevaluation of the Company's internal controls by the Company's President, therehave been no significant changes in such controls or in other factors that couldhave significantly affected those controls, including any corrective actionswith regard to significant deficiencies and material weaknesses. 

 

**SIGNATURES**
In accordance with Section 13 or 15(d) of the Exchange Act, the registrantcaused this report to be signed on its behalf by the undersigned, thereunto dulyauthorized.COUGAR HOLDINGS INC.      (REGISTRANT)BY /S/ TERRY G.COOK      TERRY G. COOK, PRESIDENT AND SECRETARYDATE SEPTEMBER 29, 2003
 

In accordance with the Exchange Act, this report has been signed below by thefollowing persons on behalf of the registrant and in the capacities and on thedates indicated.
BY /S/ TERRY G. COOK      TERRY G. COOK, PRESIDENT AND SECRETARYDATE SEPTEMBER      29, 2003BY /S/ CAM DALGLIESH      CAM DALGLIESH, DIRECTORDATE SEPTEMBER      29, 2003
 

**CERTIFICATIONS**

**Principal Executive Officer Certification**

I, Terry G. Cook, certify that:

1. I have reviewed this annual report on Form 10-KSB of CougarHoldingsInc.;

2. Based on my knowledge, this annual report does not contain any untruestatement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this annualreport; 

3. Based on my knowledge, the financial statements, and other financialinformation included in this annual report, fairly present in all materialrespects the financial condition, results of operations and cash flows of theregistrant as of, and for, the periods presented in this annual report; 

4. The registrant's other certifying officers and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange 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 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 report (the "Evaluation Date"); and

c) presented in this annual 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 onour most recent evaluation, to the registrant's auditors and the audit committeeof registrant's board of directors (or persons performing the equivalentfunctions):

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 thisannual report whether or not there were significant changes in internalcontrols or in other factors that could significantly affect internal controlssubsequent to the date of our most recent evaluation, including any correctiveactions with regard to significant deficiencies and material weaknesses.

Date: September 29, 2003

 /s/ Terry G. Cook

President
 

 

**Principal Financial Officer Certification**

I, Terry G. Cook, certify that:

1. I have reviewed this annual report on Form 10-KSB of CougarHoldingsInc.;

2. Based on my knowledge, this annual report does not contain any untruestatement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this annualreport; 

3. Based on my knowledge, the financial statements, and other financialinformation included in this annual report, fairly present in all materialrespects the financial condition, results of operations and cash flows of theregistrant as of, and for, the periods presented in this annual report; 

4. The registrant's other certifying officers and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange 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 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 report (the "Evaluation Date"); and

c) presented in this annual 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 onour most recent evaluation, to the registrant's auditors and the audit committeeof registrant's board of directors (or persons performing the equivalentfunctions):

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 thisannual report whether or not there were significant changes in internalcontrols or in other factors that could significantly affect internal controlssubsequent to the date of our most recent evaluation, including any correctiveactions with regard to significant deficiencies and material weaknesses.

Date: September 29, 2003

 /s/ Terry G. Cook

Chief Financial Officer