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

### Form 10-KSB
Amendment No. 2

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


|                                                                                                 
|-------------------------------------------------------------------------------------------------
|COUGAR HOLDINGS INC.(Name of small business issuer in its charter)                               
|                                                                                                 
|Nevada
      (State or other jurisdiction of incorporation or organization)                      
|                                                                                                 
|10655 NE 4th Street, Suite 400,
      Bellevue, WA
      (Address of principal executive offices)
|                                                                                                 
|Issuer's telephone number (604) 879-9001                                                         
|                                                                                                 
|Securities registered under Section 12(b) of
      the Exchange Act:                             
|                                                                                                 
|Title of each class___________________________________
      ___________________________________ 
|                                                                                                 
|Securities registered under Section 12(g) of
      the Exchange Act:                             
|                                                                                                 
|Voting Common Shares ($0.001 par value)
      (Title of class)                                   
|                                                                                                 

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. [x]
Yes     [ ] No

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

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

The aggregate market value of the voting stock held by non-affiliates of the
Company on September 29, 2003 was $0

(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST
FIVE YEARS)

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

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

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

DOCUMENTS INCORPORATED BY REFERENCE

None.

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



---



Table of ContentsPagePART IItem 1.
      Description of Business
      2Item 2.
      Description of Property
      10Item 3.
      Legal Proceedings
      10Item 4.
      Submission of Matters to a Vote of Security
Holders
      10PART
      IIItem 5.
      Market for Common Equity and
Related Stockholder Matters
      11Item 6.
      Management's Discussion and Analysis or Plan
of Operation
      11Item 7.
      Financial Statements
      18Item 8.
      Changes In and Disagreements With Accountants
on Accounting and Financial Disclosure
      31PART IIIItem 9.
      Directors, Executive Officers,
Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act
      32Item 10.
      Executive Compensation
      33Item 11.
      Security Ownership of Certain Beneficial
Owners and Management
      35Item 12.
      Certain Relationships and Related
Transactions
      35Item 13.
      Exhibits and Reports on Form 8-K
      36Item 14.
      Controls and Procedures
      37SIGNATURESSignatures
      37CERTIFICATIONSCertifications
      38






|Cougar Holdings Inc. | Page 1of 37 | 10-KSB - June 30, 2003
|-------------------- | ----------- | ----------------------

---



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 February 15, 2003
    and the WC2 claim was staked on February 16, 2003.

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

Claim
              Name
            Tenure
              Number
            Units
            Record
              Date
            Expiry
              DateWC1
            400328
            20
            02/21/03
            02/14/04WC2
            400329
            20
            02/21/03
            02/15/04


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.



|Cougar Holdings Inc. | Page 2of 37 | 10-KSB - June 30, 2003
|-------------------- | ----------- | ----------------------

---



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.







|Cougar Holdings Inc. | Page 3of 37 | 10-KSB - June 30, 2003
|-------------------- | ----------- | ----------------------

---



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.





|Cougar Holdings Inc. | Page 4of 37 | 10-KSB - June 30, 2003
|-------------------- | ----------- | ----------------------

---



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 sedimentary rocks of the Harper Ranch Group
    with the dominant lithology located as outcrop on the property being the
    andesite flows, top-flow breccias and associated lapilli tuffs. 
    General strike of these units is 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.



|Cougar Holdings Inc. | Page 5of 37 | 10-KSB - June 30, 2003
|-------------------- | ----------- | ----------------------

---



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

Claim
              Name
            Tenure
              Number
            Units
            Record
              Date
            Expiry
              DateWCT1
            391700
            20
            01/31/02
            01/24/03




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.



|Cougar Holdings Inc. | Page 6of 37 | 10-KSB - June 30, 2003
|-------------------- | ----------- | ----------------------

---



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.





|Cougar Holdings Inc. | Page 7of 37 | 10-KSB - June 30, 2003
|-------------------- | ----------- | ----------------------

---



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.





|Cougar Holdings Inc. | Page 8of 37 | 10-KSB - June 30, 2003
|-------------------- | ----------- | ----------------------

---





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.



|Cougar Holdings Inc. | Page 9of 37 | 10-KSB - June 30, 2003
|-------------------- | ----------- | ----------------------

---



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.  Legal
Proceedings

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



Item 4.  Submission
of Matters to a Vote of Security Holders

No matters were submitted to a vote of the
Company's stockholders during the fourth quarter of fiscal year 2003.









|Cougar Holdings Inc. | Page 10of 37 | 10-KSB - June 30, 2003
|-------------------- | ------------ | ----------------------

---



PART II

Item 5.  Market for
Common Equity and Related Stockholder Matters

No Public Market for Common Stock
There is presently no public market for our common stock.  We anticipate making an application  for  trading of our common stock on the NASD over the counter bulletin board.  However, we can provide no assurance that our shares will be traded on the bulletin board or, if traded, that a public market will materialize.
The Securities Exchange Commission has adopted rules that regulate broker-dealer practices in  connection with transactions in penny stocks. 
Penny stocks are generally equity  securities with  a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to  transactions in such securities is provided by the exchange or system. 
The penny stock  rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that: (a) contains a description of the nature and level of risk in  the  market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities' laws; (c) contains a  brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone  number for inquiries on disciplinary  actions; (e) defines significant terms in the disclosure document or in  the conduct of trading in penny stocks; and (f) contains such other information  and  is in such form, including language, type, size and format, as the  Commission shall require by rule or regulation. 
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a)  bid  and  offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to  the  depth  and  liquidity  of  the market for such stock; and (d) a monthly account statements  showing  the  market  value of each penny stock held in the customer's  account. 
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise  exempt  from  those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the  purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement.
These  disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock if it
becomes subject to these penny  stock  rules.  Therefore, if our common stock becomes subject to the penny stock rules,
stockholders may have difficulty selling those securities.



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



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

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





|Cougar Holdings Inc. | Page 11of 37 | 10-KSB - June 30, 2003
|-------------------- | ------------ | ----------------------

---



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

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

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

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

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

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

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

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

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

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

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

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





|Cougar Holdings Inc. | Page 12of 37 | 10-KSB - June 30, 2003
|-------------------- | ------------ | ----------------------

---



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

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

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

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

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

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



Results of Our Operations

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

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

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



Significant
Uncertainties

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

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

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





|Cougar Holdings Inc. | Page 13of 37 | 10-KSB - June 30, 2003
|-------------------- | ------------ | ----------------------

---



Staking Of The WC1 and WC2 Properties

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

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

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

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

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

The Company took advantage of the
inclement winter conditions and the depressed state of the North American mining
industry and allowed the WC1 and WC2 claims to lapse, then re-staked the WC1 and
WC2 claims on February 15 and 16, 2003.  Total costs for re-staking the
claims 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, 2004
respectively.  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
beyond 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 a
direct payment of the same amount to the Province of British Columbia.



Variation in Operating Results

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

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



Possible Dilution to Shareholders

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



|Cougar Holdings Inc. | Page 14of 37 | 10-KSB - June 30, 2003
|-------------------- | ------------ | ----------------------

---



Securities Market Risk and the Penny Stock
Risk

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

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

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

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

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

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



Known Trends

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



Inflation

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







|Cougar Holdings Inc. | Page 15of 37 | 10-KSB - June 30, 2003
|-------------------- | ------------ | ----------------------

---



Recent Accounting Pronouncements

In November 2002, the Emerging
Issues Task force ("EITF") reached a consensus regarding EITF Issue
00-21, "Accounting for Revenue Arrangements with Multiple
Deliverables".  The consensus addresses not only when and how an
arrangement involving multiple deliverables should be divided into separate
units of accounting but also how the arrangement's consideration should be
allocated among separate units.  The pronouncement is effective for the
Company commencing with its fiscal year end 2004 and is not expected to have a
material impact on its results of operations or financial position.

In November, 2002, the FASB issued
FASB interpretation No. 45 ("FIN 45"), "Guarantor's Accounting
and Disclosure Requirements for Guarantees, including indirect Guarantees of
Indebtedness of Others, an interpretation of FASB statements 5, 57, 107 and
rescission of FASB interpretation No. 34".  FIN 45 requires
recognition and measurement of guarantees entered into or modified beginning on
January 1, 2003 and requires expanded disclosure of guarantees as at December
31, 2002.  The Company has determined that the adoption of FIN 45 did not
have a material impact on its results of operations or financial position.

In December 2002, the FASB issued
Statement of Financial Accounting Standards No. 148, ("SFAS 148"),
"Accounting for Stock-Based Compensation - Transition and Disclosure, an
amendment of FASB Statement No. 123".  SFAS 148 provided alternative
methods for voluntary transition to the fair value based method of accounting
for stock-based employees compensation.  SFAS 148 also requires that
disclosures of the pro forma effect of using the fair value method of accounting
for stock-based employee compensation be displayed more prominently and in a
tabular format.  Additionally, SFAS 148 requires disclosure of the pro
forma effect in interim financial statements.  The transition and annual
disclosure requirements of SFAS 148 are effective for the Company's fiscal year
2003.  The interim disclosure requirements are effective for the second
quarter of the Company's fiscal year 2003.  The Company has determined that
the adoption of
SFAS 148 did not have a material effect on its results of operations or financial
condition.

In January 2003, the FASB issued
FASB Interpretation No. 46 ("FIN 46"), "Consolidation of Variable
Interest Entities, an Interpretation of ARB No. 51", FIN 46 requires
certain variable interest entities to be consolidated by the primary beneficiary
of the entity if the equity investors in the entity do not have the
characteristics of a controlling financial interest or do not have sufficient
equity at risk for the entity to finance its activities without additional
subordinated financial support form other parties.  FIN 46 is effective for
all new variable interest entities created or acquired after January 31,
2003.  For variable interest entities created or acquired prior to February
1, 2003, the provisions of FIN 46 must be applied for the first interim or
annual period beginning after June 15, 2003.  The Company has determined
that the adoption of FIN 46 will not have a material impact on its results of
operations or financial position.

In May, 2003, the FASB issued
Statement of Financial Accounting Standards No. 150, ("SFAS 150")
"Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity."  SFAS No. 150 establishes standards for how
an issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity.  It requires that an issuer
classify a financial instrument that is within its scope as a liability (or an
asset in some circumstances).  The requirements of SFAS 150 apply to
issuers' classification and measurement of freestanding financial instruments,
including those that comprise more than one option or forward contract. 
SFAS 150 does not apply to features that are embedded in a financial instrument
that is not a derivative in its entirety.  SFAS 150 is effective for
financial instruments entered into or modified after May 31, 2003, and otherwise
is effective at the beginning of the first interim period beginning after June
15, 2003, except for mandatory redeemable financial instruments of non-public
entities.  It is to be implemented by reporting the cumulative effect of a
change in an accounting principle for financial instruments created before the
issuance date of SFAS 150 and still existing at the beginning of the interim
period of adoption.  Restatement is not permitted.  The Company has
determined that the adoption of SFAS 150 is not expected to have an impact in its
results of operations or financial position.





|Cougar Holdings Inc. | Page 16of 37 | 10-KSB - June 30, 2003
|-------------------- | ------------ | ----------------------

---



In October 2002 and April 2003,
  respectively, FASB issued the following Statements of Financial Accounting
  Standards:

> - No. 147, "Accounting of
>     Certain Financial Institutions - an amendment of FASB Statements No. 72 and
>     44 and FASB Interpretation No. 9", and
>     -No. 149, "Amendment of
>     Statement 133 on Derivative Instruments and Hedging Activities".

The Company has determined that
  these will not have any relationship to the operations of financial position
  of the Company.  Therefore, a description of each and their respective
  impact on the Company's operations have not been disclosed



Forward-looking Statements

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

Such factors include, among others, the
following:  local, national and international general economic and market
conditions; the ability of the Company to attract equity capital; the ability of
the Company to implement our proposed exploration program and the success
thereof; existing government regulations and changes in, or the failure to
comply with, government regulations; changes in business strategy or development
plans; the ability to attract and retain qualified personnel; and other factors
referenced in this and previous filings.

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

















|Cougar Holdings Inc. | Page 17of 37 | 10-KSB - June 30, 2003
|-------------------- | ------------ | ----------------------

---



Item 7.  Financial
Statements







Cougar Holdings Inc.(An Exploration Stage Company)TABLE OF CONTENTSPageIndependent Auditors' Report
      1Balance Sheet, June 30, 2003 and 2002
      2Statement of Operations
      3Statement of Changes in Stockholders'
        Deficiency, for the Periodfrom inception on June 2, 1999 through June 30,
        2003
      4Statement of Cash Flows
      5Notes to the Financial Statements
      6-12
























|Cougar Holdings Inc. | Page 18of 37 | 10-KSB - June 30, 2003
|-------------------- | ------------ | ----------------------

---



INDEPENDENT AUDITORS' REPORT

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

We have audited the accompanying
balance sheet of Cougar Holdings Inc. (An Exploration Stage Company) as of June
30, 2003 and the related statement of operations, changes in stockholders'
deficiency and cash flows for the year then ended and for the period from
inception on June 2, 1999 to June 30, 2003.  These financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audits in
accordance with auditing standards generally accepted in the United States of
America.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. 
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable
basis for our opinion.

In our opinion, the financial
statements referred to above present fairly, in all material respects, the
financial position of Cougar Holdings Inc. (An Exploration Stage Company) as of
June 30, 2003, and the results of its operations and its cash flows for the year
then ended and for the period from inception on June 2, 1999 to June 30, 2003 in conformity with accounting principles generally accepted in the
United States of America.

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

The comparative figures for the
year ended June 30, 2002 were based on financial statements reported on by
another firm of auditors who issued their report dated September 6, 2002 without
qualification.



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

CERTIFIED PUBLIC ACCOUNTANTS

Bellingham, Washington
September 19, 2003

Page 1











|Cougar Holdings Inc. | Page 19of 37 | 10-KSB - June 30, 2003
|-------------------- | ------------ | ----------------------

---



COUGAR
        HOLDINGS INC.(An
      Exploration Stage Company)BALANCE
        SHEETAs
        at June 30,
      2003
      2002ASSETSCURRENTCash
      $       
        9,160
      
      $      10,2009,160
      
      10,200COMPUTER
        EQUIPMENT, net of accumulateddepreciation of $3,289 and
        $2,314, respectively
      1,587
      
      2,562$     
        10,747
      
      $     
        12,762LIABILITIESCURRENTAccounts
        payable and accrued liabilities
      $       
        4,000
      
      $           
        -4,000
      
      -RELATED
        PARTY PAYABLE
      9,503
      
      48,503$     
          13,503
      
      $     
        48,503STOCKHOLDERS' DEFICIENCYCapital
        stockCommon stock, $0.001 par value; 200,000,000shares authorized; 3,390,001 (2002 - 3,390,001)shares issued and outstanding
      3,390
      
      3,390Additional paid-in capital
      15,411
      
      15,411Deficit
        accumulated during the exploration
      stage
      (21,557
      )
      (54,542
      )(2,756
      )
      (35,741
      )$     
        10,747
      
      $     
        12,762The accompanying notes are an integral part of these
      financial statements.Page 2




|Cougar Holdings Inc. | Page 20of 37 | 10-KSB - June 30, 2003
|-------------------- | ------------ | ----------------------

---



COUGAR
        HOLDINGS INC.(An
      Exploration Stage Company)STATEMENT OF OPERATIONSFor the periodfrom inceptionon June 2, 1999
      For the year
      For the yearto June 30,
      ended June 30,
      ended June 30,2003
      2003
      2002Other income:Interest income
      $            
        46
      
      $            
        46
      
      $            
        -Operating expenses:Mining property expenses
      $       
        3,872
      
      $     
           2,408
      
      $         1,464General and administrative
      expensesManagement fees (reversal)
      -
      
      (48,000
      )
      -Other
      17,731
      
      12,653
      
      1,339(21,603
      )
      (32,939
      )
      2,803NET
        INCOME (LOSS)
      $   
           (21,557
      )
      $    
          
        32,985
      
      $    
            (2,803
      )NET
        INCOME (LOSS) PER SHARE - BASIC
      $     
            (0.01
      )
      $           0.01
      
      $            
        -WEIGHTED
        AVERAGE COMMON SHARESOUTSTANDING - BASIC
      1,975,924
      
      3,390,001
      
      2,834,397The accompanying notes are an integral part of these
      financial statements.Page 3




|Cougar Holdings Inc. | Page 21of 37 | 10-KSB - June 30, 2003
|-------------------- | ------------ | ----------------------

---



COUGAR HOLDINGS INC.(An Exploration Stage Company)STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCYFor the Period From Inception on June 2, 1999 Through June 30, 2003AccumulatedDeficitincurredAdditional
      during theCommon Stock
      Paid-in
      ExplorationShares
      Amount
      Capital
      Stage
      TotalsInception, June 2, 1999Common stock issued forcash ($1.00 per share)
      1
      
  
      $          -
  $             1
      
      -
      
      $             1Net (loss)
      -
      
      -
      
  
      -
  $  (30,954
      )
      (30,954
      )Balance, June 30, 2000
      1
      
  
      -
  1
      
      (30,954
      )
      (30,953
      )Common stock issued insatisfaction of therelated party payable($0.0025 per share)
      2,800,000
      
      2,800
      
      4,200
      
      
      
      7,000Net (loss)
      -
      
      -
      
  
      -
  (20,785
      )
      (20,785
      )Balance, June 30, 2001
      2,800,001
      
      2,800
      
      4,201
      
      (51,739
      )
      (44,738
      )Common stock issued forcash ($0.02 per share)
      510,000
      
      510
      
      9,690
      
      -
      
      10,200Common stock issued insatisfaction of therelated party payable($0.02 per share)
      80,000
      
      80
      
      1,520
      
      -
      
      1,600Net (loss)
      -
      
      -
      
  
      -
  (2,803
      )
      (2,803
      )Balance, June 30, 2002
      3,390,001
      
      $      3,390
      
      $    15,411
      
      $   (54,542
      )
      $   (35,741
      )Net income
  
      -
  
      -
  
      -
  32,985
      
      32,985Balance, 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 4




|Cougar Holdings Inc. | Page 22of 37 | 10-KSB - June 30, 2003
|-------------------- | ------------ | ----------------------

---



COUGAR
        HOLDINGS INC.(An
      Exploration Stage Company)STATEMENT
        OF CASH FLOWSFor the periodfrom inceptionon June 2, 1999
      For the year
      For the yearto June 30,
      ended June 30,
      ended June 30,2003
      2003
      2002OPERATING
        ACTIVITIESNet income ( loss)
      $     
        (21,557
      )
      $      
        32,985
      
      $      
        (2,803
      )Adjustments to reconcile net income (loss)to net cash used by operating activitiesDepreciation
      3,289
      
      975
      
      975Management fees (reversal)
      -
      
      (48,000)
      
      -Increase in accounts payable andAccrued liabilities
      4,000
      
      4,000
      
      -Net
        Cash Used For Operating Activities
      (14,268
      )
      (10,040
      )
      (1,828
      )INVESTING
        ACTIVITIESPurchase of equipment
      (4,876
      )
      -
      
      -Net
        Cash Used For Investing Activities
      (4,876
      )
      -
      
      -FINANCING
        ACTIVITIESIssuance of capital stock
      10,201
      
      0
      
      10,200Net advances from related party
      18,103
      
      9,000
      
      1,828Net
        Cash Provided By Financing Activities
      28,304
      
      9,000
      
      12,028NET
        INCREASE (DECREASE) IN CASH
      9,160
      
      (1,040
      )
      10,200CASH,
        BEGINNING OF PERIOD
      -
      
      10,200CASH,
        END OF PERIOD
      $     
            9,160
      
      $     
            9,160
      
      $        10,200SUPPLEMENTAL
        DISCLOSURE OF CASHFLOW INFORMATIONNon-cash
        Financing ActivityCommon stock issued in satisfaction ofthe related party payable
      $    
            
      8,600
      
      $        
            -
      
      $   
              1,600Income
        Taxes Paid
      $        
            -
      
      $             -
      
      $   
                
        -Interest
        Paid
      $    
               
        -
      
      $    
               
        -
      
      $   
                
        -The accompanying notes are an integral part of these
      financial statements.Page 5


|Cougar Holdings Inc. | Page 23of 37 | 10-KSB - June 30, 2003
|-------------------- | ------------ | ----------------------

---



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 (except as described in Note 5), 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
  related parties 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 SIGNIFICANT
ACCOUNTING POLICIES

Exploration Stage Enterprise

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

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 6

|Cougar Holdings Inc. | Page 24of 37 | 10-KSB - June 30, 2003
|-------------------- | ------------ | ----------------------

---



COUGAR HOLDINGS INC.
(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

NOTE 2 - SUMMARY OF SIGNIFICANT
ACCOUNTING 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 7

|Cougar Holdings Inc. | Page 25of 37 | 10-KSB - June 30, 2003
|-------------------- | ------------ | ----------------------

---



COUGAR HOLDINGS INC.
(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

NOTE 2 - SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (Cont'd)

New accounting pronouncements

In November 2002, the Emerging
Issues Task force ("EITF") reached a consensus regarding EITF Issue
00-21, "Accounting for Revenue Arrangements with Multiple
Deliverables".  The consensus addresses not only when and how an
arrangement involving multiple deliverables should be divided into separate
units of accounting but also how the arrangement's consideration should be
allocated among separate units.  The pronouncement is effective for the
Company commencing with its fiscal year end 2004 and is not expected to have a
material impact on its results of operations or financial position.

In November, 2002, the FASB issued
FASB interpretation No. 45 ("FIN 45"), "Guarantor's Accounting
and Disclosure Requirements for Guarantees, including indirect Guarantees of
Indebtedness of Others, an interpretation of FASB statements 5, 57, 107 and
rescission of FASB interpretation No. 34".  FIN 45 requires
recognition and measurement of guarantees entered into or modified beginning on
January 1, 2003 and requires expanded disclosure of guarantees as at December
31, 2002.  The Company has determined that the adoption of FIN 45 did not
have a material impact on its results of operations or financial position.

In December 2002, the FASB issued
Statement of Financial Accounting Standards No. 148, ("SFAS 148"),
"Accounting for Stock-Based Compensation - Transition and Disclosure, an
amendment of FASB Statement No. 123".  SFAS 148 provided alternative
methods for voluntary transition to the fair value based method of accounting
for stock-based employees compensation.  SFAS 148 also requires that
disclosures of the pro forma effect of using the fair value method of accounting
for stock-based employee compensation be displayed more prominently and in a
tabular format.  Additionally, SFAS 148 requires disclosure of the pro
forma effect in interim financial statements.  The transition and annual
disclosure requirements of SFAS 148 are effective for the Company's fiscal year
2003.  The interim disclosure requirements are effective for the second
quarter of the Company's fiscal year 2003.  The Company has determined that
the adoption of
SFAS 148 did not have a material effect on its results of operations or financial
condition.

In January 2003, the FASB issued
FASB Interpretation No. 46 ("FIN 46"), "Consolidation of Variable
Interest Entities, an Interpretation of ARB No. 51", FIN 46 requires
certain variable interest entities to be consolidated by the primary beneficiary
of the entity if the equity investors in the entity do not have the
characteristics of a controlling financial interest or do not have sufficient
equity at risk for the entity to finance its activities without additional
subordinated financial support form other parties.  FIN 46 is effective for
all new variable interest entities created or acquired after January 31,
2003.  For variable interest entities created or acquired prior to February
1, 2003, the provisions of FIN 46 must be applied for the first interim or
annual period beginning after June 15, 2003.  The Company has determined
that the adoption of FIN 46 will not have a material impact on its results of
operations or financial position.









Page 8

|Cougar Holdings Inc. | Page 26of 37 | 10-KSB - June 30, 2003
|-------------------- | ------------ | ----------------------

---



COUGAR HOLDINGS INC.
(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

NOTE 2 - SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (Cont'd)

New accounting pronouncements
  (Cont'd)

In May, 2003, the FASB issued
Statement of Financial Accounting Standards No. 150, ("SFAS 150")
"Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity."  SFAS No. 150 establishes standards for how
an issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity.  It requires that an issuer
classify a financial instrument that is within its scope as a liability (or an
asset in some circumstances).  The requirements of SFAS 150 apply to
issuers' classification and measurement of freestanding financial instruments,
including those that comprise more than one option or forward contract. 
SFAS 150 does not apply to features that are embedded in a financial instrument
that is not a derivative in its entirety.  SFAS 150 is effective for
financial instruments entered into or modified after May 31, 2003, and otherwise
is effective at the beginning of the first interim period beginning after June
15, 2003, except for mandatory redeemable financial instruments of non-public
entities.  It is to be implemented by reporting the cumulative effect of a
change in an accounting principle for financial instruments created before the
issuance date of SFAS 150 and still existing at the beginning of the interim
period of adoption.  Restatement is not permitted.  The Company has
determined that the adoption of SFAS 150 is not expected to have an impact in its
results of operations or financial position.

In October 2002 and April 2003,
  respectively, FASB issued the following Statements of Financial Accounting
Standards:

> - No. 147, "Accounting of
>     Certain Financial Institutions - an amendment of FASB Statements No. 72 and
>     44 and FASB Interpretation No. 9", and
>     - No. 149, "Amendment of
>     Statement 133 on Derivative Instruments and Hedging Activities".

The Company has determined that
  these will not have any relationship to the operations of financial position
  of the Company.  Therefore, a description of each and their respective
  impact on the Company's operations have not been disclosed

Fair values of financial instruments

The carrying amounts of financial
  instruments including cash and related party payable approximate their fair values as of June
  30, 2003 and 2002.

Concentration of Risk

The Company maintains its cash
accounts in one commercial bank in Point Roberts, WA.  The Company's cash
accounts is in an unsecured business checking account.  As at June 30, 2003
the Company has not engaged in any transactions that would be considered
derivative 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 9

|Cougar Holdings Inc. | Page 27of 37 | 10-KSB - June 30, 2003
|-------------------- | ------------ | ----------------------

---



COUGAR HOLDINGS INC.
(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

NOTE 2 - SUMMARY OF SIGNIFICANT
ACCOUNTING 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 year
have been reclassified to conform to the presentation used in the current year.

NOTE 3 - MINERAL PROPERTIES

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

As at June 30, 2003, the Company has
interests 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 the
Province of British Columbia, Canada.  As of June 30, 2002, the Company had
interests in three properties known as the WCT1 and the WC1 and WC2 mineral
claims.  Those claims were staked during the year ended June 30, 2002 and upon expiry
of the claims, the WC1 and WC2 claims were re-staked during the year ended June
30, 2003 while the WCT1 claim was allowed to lapse.  In connection with
re-staking or establishing the claims the Company incurred costs totaling $2,408
for 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 the
Company's properties contain a known commercially viable deposit suitable for
mining.

NOTE 4 - INCOME TAXES

Income taxes vary from the amount
  that would be determined by applying the statutory rates due to the following:

2003
      2002Net income tax operating
        income (loss)
      $32,985
      $(2,803)Statutory tax rate
      34%
      34%Provision for income taxes
        based on statutory rates
      11,215
      -Reduction of income taxes on
        application of prior years'losses not previously
        recognized
      (11,215)
      -$    
        -
      $    
        -


Page 10

|Cougar Holdings Inc. | Page 28of 37 | 10-KSB - June 30, 2003
|-------------------- | ------------ | ----------------------

---



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:

2003
      2002Net income tax operating loss
        carry forward
      $21,557
      $55,000Statutory tax rate
      34%
      34%Deferred income tax asset
      7,239
      18,700Valuation allowance
      (7,239)
      (18,700)$    
        -
      $  
         
        -


NOTE 5 - RELATED PARTY
  TRANSACTIONS

The Company's operations have been
financed through advances from and issuance of common stock to Hudson Capital Corporation ("Hudson"),
a Company controlled by Mr. Terry G. Cook, the President and Director of Cougar
Holdings Inc.  In addition to the
transactions described in Note 6, the following table schedules the Company's
transactions with Hudson:

> For the periodfrom inception onJune 2, 1999
>         For the year
>         For the yearto June 30,
>         ended June 30,
>         ended June 30,2003
>         2003
>         2002Beginning balance
>         
>         $          
>           -
>         
>         
>         $      
>           48,503
>         
>         
>         $      
>           48,275Reversal of management fees
>         
>         -
>         
>         
>     
>         (48,000
>         )
>     -Advances
>         
>         18,103
>         
>         
>         9,000
>         
>         
>         1,828Conversions to common stock
>         
>     
>         (8,600
>     )
>         -
>     
>         (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 related party
payable. 
  Effective June 30, 2003, Hudson reversed all management fees totaling $48,000 charged to the
  Company since inception and applied the credit as a reversal of
management fees.  The
balance in the related party payable consists of amounts paid by Hudson on the Company's
behalf to fund operating activities, or funds advanced to the Company by
Hudson.  These amounts are unsecured and do not bear interest.  Hudson has agreed not to demand payment on any of the amounts
until July 1, 2004.

Page 11

|Cougar Holdings Inc. | Page 29of 37 | 10-KSB - June 30, 2003
|-------------------- | ------------ | ----------------------

---



COUGAR HOLDINGS INC.
(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

NOTE 6 - CAPITAL STOCK

Common Stock Issued for Cash

The Company was initially
capitalized at its inception by the sale of one share of its common stock for
$1.00 to Hudson.  During the year ended June 30, 2003, the Company did not
issue any additional common stock for cash.  During the fiscal year ended
June 30, 2002, the Company issued 510,000 shares of its common stock at $0.02
per share to Hudson and a Director of the Company, for $10,200.

Common Stock Issued for
Satisfaction of the Related Party Payable

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





























Page 12

|Cougar Holdings Inc. | Page 30of 37 | 10-KSB - June 30, 2003
|-------------------- | ------------ | ----------------------

---



Item 8.  Changes In
and Disagreements With Accountants
on Accounting and Financial Disclosure

The reports of DeCoria, Maichel & Teague P.S.
on the financial Statements for each of the years ended June 30, 2002 and 2001
did not contain an adverse opinion or a disclaimer of opinion, or was qualified
or modified as to uncertainty, audit scope, or accounting principles other than
the statement that the Company's losses raise substantial doubt about its
ability to continue as a going concern.

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

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

In connection with the audits for the fiscal
years ended June 30, 2002 and 2001, and the subsequent interim period ending
June 11, 2003, DeCoria, Maichel & Teague P.S. did not advise the Company
with 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 of
Directors (the "Board") of Cougar Holdings Inc. (the
"Company") agreed unanimously to engage McLean Majdanski, Chartered
Accountants, as the Company's independent public accountants commencing with the
audit 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 Mclean Majdanski, Chartered Accountants, the Company did not
consult McLean Majdanski with respect to the application of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Company's consolidated financial
statements, or any other matters or reportable events as set forth in Items
304(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 agreed
unanimously to rescind the agreement to engage McLean Majdanski, Chartered
Accountants, as the Company's independent public accountants commencing with the
audit for the year ending June 30, 2003.  The firm of McLean Majdanski was
never officially engaged and did not perform any services as the Company's
independent public accountants.

On August 30, 2003 the Board of Directors (the
"Board") of Cougar Holdings Inc. (the "Company") agreed
unanimously to engage Telford Sadovnick, P.L.L.C., Certified Public
Accountants, as the Company's independent public accountants commencing with the
audit 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 Telford
Sadovnick, P.L.L.C., Certified Public Accountants, the Company did not consult
Telford Sadovnick, P.L.L.C., Certified Public Accountants, with respect to the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company's consolidated financial statements, or any other matters or
reportable events as set forth in Items 304(a)(2)(i) and (ii) of Regulation S-B.





|Cougar Holdings Inc. | Page 31of 37 | 10-KSB - June 30, 2003
|-------------------- | ------------ | ----------------------

---



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

Name
            Age
            Positions(s)
            Director SinceTerry G. Cook
            
            54
            
            President, Director
            
            June 1999Cam 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.







|Cougar Holdings Inc. | Page 32of 37 | 10-KSB - June 30, 2003
|-------------------- | ------------ | ----------------------

---



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 events
during the last five years that are material to an evaluation of the ability or
integrity of any director, person nominated to become a director, executive
officer, promoter or control person including:

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

b) any conviction in a criminal proceeding or being subject to a
pending criminal proceeding (excluding traffic violations and other minor
offenses);

c) being subject to any order, judgment, or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently enjoining, barring, suspending or otherwise limiting
his/her involvement in any type of business, securities or banking activities;

d) being found by a court of competent jurisdiction (in a civil
action), the Commission or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law, and the judgment has
not been reversed, suspended, or vacated.



Item 10. 
Executive Compensation

Hudson Capital Corporation had accrued
compensation of $48,000 from Cougar Holdings for management and administrative
services since Cougar's inception on June 2, 1999 until June 30,2001.  On
June 30, 2003 Hudson reversed all charges for management and administrative
services for the above period.  Mr. Terry G. Cook is the President and
controlling shareholder of Hudson Capital Corporation. The accrued
management and administrative fees were never paid to Hudson and were
outstanding until they were reversed on June 30, 2003 by Hudson Capital
Corporation.

During Fiscal 2003 ended June 30, 2003, no
director or executive officer received or accrued compensation, cash or
otherwise, in excess of  $60,000.  We did not set aside or accrue any
funds during Fiscal 2002 to provide pension, retirement or similar benefits for
directors or executive officers.

Long-Term Compensation

Not Applicable



|Cougar Holdings Inc. | Page 33of 37 | 10-KSB - June 30, 2003
|-------------------- | ------------ | ----------------------

---



Summary Compensation Table

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

SUMMARY COMPENSATION
          TABLEAnnual
          compensation
        Long-term
          compensationAwards
        PayoutsName and
          principal
          position
        Year
        Salary
          ($)
        Bonus
          ($)
        Other
          annual
          compen-
          sation
          ($)
        Restricted
          stock
          award(s)
          ($)
        Securities
          under-
          lying
          options/
          SARs
          (#)
        LTIP
          payouts
          ($)
        All other
          compen-
          sation
          ($)Terry G. Cook,
          President
        2003
        0
        0
        (48,000) (1)
        0
        0
        0
        0Terry G. Cook,
          President
        2002
        0
        0
        0
        0
        0
        0
        0Terry G. Cook,
          President
        2001
        0
        0
        18,000 (1)
        0
        0
        0
        0Terry G. Cook,
          President
        2000
        0
        0
        30,000 (1)
        0
        0
        0
        0(1) Reflects
          accrued management and administrative fees and the June 30, 2003 reversal
          of these fees


No compensation is payable to directors of the
Company in connection with attendance at board meetings, except as to such
directors who also serve as officers of the Company in capacities other than
directors and/or officers.  At this time, no other compensation has been
scheduled for any other member of the Board of Directors of officers of the
Company.
Future compensation of officers will be determined by the Board of Directors
based upon financial condition and performance of the Company, the financial
requirements of the Company, and upon individual performance of each officer. 
The Board of Directors intends to insure that the salaries paid to the Company's
officers and employees are reasonable and prudent and are based upon both the
financial condition and performance of the Company and upon the performance of
the individual officers.
No retirement, pension, profit sharing, stock option or insurance programs or
other similar programs have been adopted by the Company for the benefit of its
employees.











|Cougar Holdings Inc. | Page 34of 37 | 10-KSB - June 30, 2003
|-------------------- | ------------ | ----------------------

---



Item 11.  Security
Ownership of Certain Beneficial Owners and Management

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

5% or Greater Shareholders

Title of
        
        Name and
          Address
        Amount
          and Nature of
        Percent
          ofClass
        
        of
          Beneficial Owner
        Beneficial
          Ownership
        Class (1)Common
        
        Hudson Capital
          Corporation
        3,380,001
        
        99.71%(Terry G. Cook)
          (2)10655 NE 4th
          Street, Suite 400Bellevue, 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 voting
securities and the amount of our voting securities owned by the directors and
executive officers as a group.

Security Ownership of
Management

Title of
        
        Name and
          Address
        Amount
          and Nature of
        Percent
          ofClass
        
        of
          Beneficial Owner
        Beneficial
          Ownership
        Class (1)Common
        
        Terry G. Cook (2)
        3,380,001
        
        99.71%10655 NE 4th
          Street, Suite 400Bellevue, WA  98004Common
        
        Cam Dalgliesh, Director
        10,000
        
        0.29%1574 Gulf Road, #1505,Point Roberts, WA 98281Total 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.  Certain
Relationships and Related Transactions

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



|Cougar Holdings Inc. | Page 35of 37 | 10-KSB - June 30, 2003
|-------------------- | ------------ | ----------------------

---



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

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





Item 13.  Exhibits
and Reports on Form 8-K

(a) Exhibits

Exhibit
        Number
      
      Description
        of Exhibits31.1
        
        Certification of Chief
          Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
          2002.31.2
        
        Certification of Chief
          Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
          2002.32.1
        
        Certification of Chief
          Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
          200232.2
        
        Certification of Chief
          Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
          2002


(b) Reports on Form 8-K

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

A Form 8-K dated June 11, 2003 was
filed on June 26, 2003 to report that the Board of Directors had agreed
unanimously to no longer retain DeCoria, Maichel & Teague P.S. as the
Company's independent public accountants.  This 8K dated June 11,
2003 is
incorporated 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 was
filed on August 11, 2003 to report that the Board of Directors have agreed
unanimously to engage McLean Majdanski, Chartered Accountants, as the Company's
independent public accountants commencing with the audit for the year ending
June 30, 2003.  This 8K dated August 1,
2003 is
incorporated by reference.

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

|Cougar Holdings Inc. | Page 36of 37 | 10-KSB - June 30, 2003
|-------------------- | ------------ | ----------------------

---



Item 14. Controls and Procedures

The Company's President, acting in
the capacity of Chief Executive Officer and Chief Financial Officer evaluated
the Company's disclosure controls and procedures within 90 days prior to filing
this annual report on From 10-KSB.  Based on his evaluation,  the Company's
President concluded that the Company's disclosure controls and procedures are
effective to ensure that information  required to be disclosed by the
Company in reports that it files or submits under the Securities Exchange Act of
1934 is recorded, processed, summarized and reported within the time periods
specified in the applicable Securities and Exchange Commission rules and forms.

Since the date of the most recent
evaluation of the Company's internal controls by the Company's President, there
have been no significant changes in such controls or in other factors that could
have significantly affected those controls, including any corrective actions
with regard to significant deficiencies and material weaknesses.



SIGNATURES

|COUGAR HOLDINGS INC.(REGISTRANT)                                
|----------------------------------------------------------------
|                                                                
|BY /S/ TERRY G.COOK
      TERRY G. COOK, PRESIDENT AND SECRETARY
|DATE JUNE 14, 2004                                              



In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

|BY /S/ TERRY G. COOK
      TERRY G. COOK, PRESIDENT AND SECRETARY
|-----------------------------------------------------------------
|DATE JUNE
      14, 2004                                         
|                                                                 
|BY /S/ CAM DALGLIESH
      CAM DALGLIESH, DIRECTOR               
|DATE JUNE
      14, 2004                                         













|Cougar Holdings Inc. | Page 37of 37 | 10-KSB - June 30, 2003
|-------------------- | ------------ | ----------------------

---