8-K

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

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): June 30, 2021

LEATT CORPORATION (Exact name of registrant as specified in its charter)

Nevada	000-54693	20-2819367
(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification No.)
incorporation or organization)

12 Kiepersol Drive, Atlas Gardens, Contermanskloof Road, Durbanville, Western Cape, South Africa, 7441 (Address of Principal Executive Offices)

Registrant's telephone number, including area code: +(27) 21-557-7257

N/A (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ] **** Written communications pursuant to Rule 425 under the Securities Act (17 CFR.425)

[  ] **** Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] **** Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] **** Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b -2 of this chapter). Emerging growth company [X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [X]

ITEM 2.02	RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On August 12, 2021, Leatt Corporation (the "Company") issued a press release announcing its financial results for the quarter ended June 30, 2021. A copy of the press release, which the Company is furnishing to the Securities and Exchange Commission, is attached as Exhibit 99.1 and incorporated by reference herein.

In accordance with General Instruction B.2 of Current Report on Form 8-K, the information contained in this Report and the exhibit attached hereto shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information or such exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 7.01	REGULATION FD DISCLOSURE.

The information set forth in Item 2.02 above is incorporated by reference herein.

ITEM 9.01	FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release, dated August 12, 2021

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LEATT CORPORATION
Dated: August 12, 2021	By:	/s/ Sean Macdonald
		Sean Macdonald
		Chief Executive Officer and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated August 12, 2021

Leatt Corp: Exhibit 99.1 - Filed by newsfilecorp.com

Leatt Corp Announces Record Breaking Results for Second Quarter 2021

Best Quarter to Date in Company's History;

106% Increase in Global Revenues to $14.3 million;

257% Increase in Net Income to $2.4 million

CAPE TOWN, South Africa (August 12, 2021) - Leatt Corporation (OTCQB: LEAT), a leading developer and marketer of protective equipment and ancillary products for many forms of sports, especially extreme high-velocity sports, today announced record financial results for the 2021 second quarter. All financial numbers are in U.S. dollars.

Second Quarter 2021 and Recent Highlights:

• Record second quarter revenues of $14.3 million, up 106%, compared to the 2020 second quarter

• Record second quarter net income of $2.4 million, up 257%, compared to the 2020 second quarter

• Income from operations of $3.1 million, up 246%, compared to the 2020 second quarter

• Cash and cash equivalents increased to $3.7 million, compared to $2.6 million in 2020

• Earnings per share increased to $0.44 up 238%, compared to $0.13 in the 2020 second quarter

CEO Sean Macdonald commented: "We are very pleased with our 2021 second quarter results as we continue to create awareness of Leatt as a global consumer brand to drive demand for our exceptional, award-winning products and reach a wider global audience.  The second quarter was yet another ground-breaking and record-setting quarter for Leatt. We achieved strong double-digit growth across all of our 'Head-to-Toe' product categories and in every major geographical area in which we sell our products.

"Global revenues for the second quarter more than doubled to $14.3 million, an increase of 106% over the 2020 second quarter. Net income for the second quarter rose to $2.4 million, an increase of 257% over the 2020 second quarter.

"For the first six months of 2021, revenues were $27.2 million, up 88% over the same period last year. Net income for the first six months was $4.5 million, up 331% over the same period last year.

"The numbers for the quarter demonstrate our ability to grow revenues strongly while remaining operationally efficient. The increase in the second quarter of 2021 was driven by a 46% increase in neck brace sales, a 107% increase in body armor sales, a 91% increase in helmet sales, and a 165% increase in sales of other products, parts, and accessories.

"We continued to build steady momentum during the 2021 second quarter, which marked the fourth quarter in a row of record-breaking revenue growth, and the 13th consecutive quarter of year-on-year revenue growth. We believe that our ongoing growth is a testament to the success of our strategy that is focused on building Leatt into a global consumer brand by growing our product categories to anticipate and serve the needs of our riders."

"Consumer spending on outdoor products continues to increase as people around the world participate widely in outdoor activities that provide some escape from the Covid-19 pandemic, a trend that we expect to continue."

Founder and Chairman Dr. Christopher Leatt remarked: "Our design and engineering team continues to be energized by the surging consumer demand levels and the recognition our products are receiving from athletes around the world, the media and our business partners. We look forward to presenting our 2022 product line to consumers around the world in the second half of this year."

Financial Summary

Total revenues for the second quarter of 2021 increased to $14.3 million, up 106%, compared to $6.9 million for the second quarter of 2020.

Income from operations for the second quarter of 2021 increased to $3.1 million, up 246%, compared to $908,820 for the second quarter of 2020.

Net income for the second quarter of 2021 was $2.4 million, or $0.44 per basic and $0.39 per diluted share, compared to $674,507, or $0.13 per basic and $0.12 per diluted share.

Leatt continued to meet its working capital needs from cash on hand and internally generated cash flow from operations.  At June 30, 2021, the Company had cash and cash equivalents of $3.7 million, a current ratio of 4.3:1, and there was no long-term debt.

Business Outlook

Mr. Macdonald added: "We expect to continue making substantial progress in building the Leatt brand globally as we refine and expand our suite of protective gear to meet the surging demand around the world for our exceptional 'Head-to-Toe' offering of protective gear for off-road motorcycle and MTB riders.

"We are working closely with our global supply chain team, particularly in Asia, to streamline and optimize our processes to mitigate rising raw material and logistics costs to maintain a stable and predictable supply of our product pipeline.  We continue to differentiate the Leatt brand and build on our ongoing momentum to create long-term shareholder value."

Conference Call

The Company will host a conference call at 10:00 am ET on Thursday, August 12, 2021, to discuss the 2021 second quarter results.

Participants should dial in to the call ten minutes before the scheduled time, using the following numbers: 1-877-407-9716 (U.S.A) or +1-201-493-6779 (international) to access the call.

Audio Webcast

There will also be a simultaneous live webcast through the Company's website, www.leatt-corp.com. Participants should register on the website approximately ten minutes prior to the start of the webcast.

Replay

An audio replay of the conference call will be available for seven days and can be accessed by dialing 1-844-512-2921 (U.S.A) or +1-412-317-6671 (international) and using passcode 13722133.

For those unable to attend the call, a recording of the live webcast, will be archived shortly following the event for 30 days on the Company's website.

About Leatt Corp

Leatt Corporation develops personal protective equipment and ancillary products for all forms of sports, especially extreme motor sports. The Leatt-Brace® is an award-winning neck brace system considered the gold standard for neck protection for anyone wearing a crash helmet as a form of protection. It was designed for participants in extreme sports or riding motorcycles, bicycles, mountain bicycles, all-terrain vehicles, snowmobiles and other vehicles. For more information, visit www.leatt.com. ****

Follow Leatt® on Facebook, Twitter, and Instagram.

Forward-looking Statements:

This press release may contain forward-looking statements regarding Leatt Corporation (the "Company") within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact included herein are "forward-looking statements" including statements regarding: the likelihood that the Company's momentum of record-breaking revenue growth will continue; the ability of the Company to mitigate rising raw material and logistics costs to maintain a stable global supply chain; the ability of the Company to mitigate any future impact of COVID-19 on its business operations and continue to deliver, and financially benefit from global market acceptance of its pipeline of new revolutionary branded products; the financial outlook of the Company; the general ability of the Company to achieve its commercial objectives; the business strategy, plans and objectives of the Company and its subsidiaries; and any other statements of non-historical information. These forward-looking statements are often identified by the use of forward-looking terminology such as "believes," "expects," "anticipates," "seeks," "should," "could," "intends," or "projects" or similar expressions, and involve known and unknown risks and uncertainties. These statements are based upon the Company's current expectations and speak only as of the date hereof. Any indication of the merits of a claim does not necessarily mean the claim will prevail at trial or otherwise. Financial performance in one period does not necessarily mean continued or better performance in the future. The Company's actual results in any endeavor may differ materially and adversely from those expressed in any forward-looking statements as a result of various factors and uncertainties, which factors or uncertainties may be beyond our ability to foresee or control. Other risk factors include the status of the Company's common stock as a "penny stock" and those listed in other reports posted on The OTC Markets Group, Inc.

Contact:

Investor Relations

Investor-info@leatt.com

[FINANCIAL TABLES TO FOLLOW]

LEATT CORPORATION

CONSOLIDATED BALANCE SHEETS

ASSETS
	June 30, 2021			December 31, 2020
	Unaudited			Audited
Current Assets
Cash and cash equivalents	3,748,580		$	2,967,042
Short-term investments	58,259			58,257
Accounts receivable, net	5,084,196			7,173,829
Inventory, net	6,151,488			9,670,036
Payments in advance	1,202,796			805,098
Income tax refunds receivable	-			2,964
Prepaid expenses and other current assets	6,098,975			2,109,190
Total current assets	22,344,294			22,786,416
Property and equipment, net	2,771,130			3,052,276
Operating lease right-of-use assets, net	193,583			285,932
Deferred tax asset, net	78,700			78,700
Other Assets
Deposits	33,932			33,699
Total Assets	25,421,639		$	26,237,023
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses	2,631,184		$	8,008,925
Operating lease liabilities, current	193,583			207,824
Income taxes payable	2,029,579			1,654,200
Short term loan, net of finance charges	359,881			677,601
Total current liabilities	5,214,227			10,548,550
Deferred compensation	280,000			240,000
Operating lease liabilities, net of current portion	-			78,108
Commitments and contingencies
Stockholders' Equity
Preferred stock, .001 par value, 1,120,000 shares    authorized, 120,000 shares issued and outstanding	3,000			3,000
Common stock, .001 par value, 28,000,000 shares     authorized, 5,442,774 shares issued    and outstanding	130,111			130,111
Additional paid - in capital	8,393,178			8,338,158
Accumulated other comprehensive loss	(530,159	)		(562,700	)
Retained earnings	11,931,282			7,461,796
Total stockholders' equity	19,927,412			15,370,365
Total Liabilities and Stockholders' Equity	25,421,639		$	26,237,023

All values are in US Dollars.

LEATT CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

	Three Months Ended						Six Months Ended
	June 30						June 30
	2021			2020			2021			2020
	Unaudited			Unaudited			Unaudited			Unaudited
Revenues	14,300,559		$	6,943,130		$	27,197,034		$	14,485,004
Cost of Revenues	8,107,020			3,688,623			14,951,541			7,707,044
Gross Profit	6,193,539			3,254,507			12,245,493			6,777,960
Product Royalty Income	58,479			3,182			83,289			4,659
Operating Expenses
Salaries and wages	912,811			622,846			1,837,348			1,467,452
Commissions and consulting expenses	215,986			103,906			436,648			187,342
Professional fees	123,501			213,318			461,256			534,905
Advertising and marketing	518,153			357,028			1,035,733			981,231
Office lease and expenses	87,200			72,386			174,573			146,200
Research and development costs	445,156			336,608			850,261			724,812
Bad debt expense (recovery)	(51,732	)		41,900			14,093			26,920
General and administrative expenses	609,760			410,128			1,138,359			930,243
Depreciation	242,401			190,749			478,936			382,801
Total operating expenses	3,103,236			2,348,869			6,427,207			5,381,906
Income from Operations	3,148,782			908,820			5,901,575			1,400,713
Other Income (Expenses)
Interest and other income (expenses), net	3,948			(9,477	)		(59	)		(18,106	)
Total other income (expenses)	3,948			(9,477	)		(59	)		(18,106	)
Income Before Income Taxes	3,152,730			899,343			5,901,516			1,382,607
Income Taxes	744,082			224,836			1,432,030			345,652
Net Income Available to Common Shareholders	2,408,648		$	674,507		$	4,469,486		$	1,036,955
Net Income per Common Share
Basic	0.44		$	0.13		$	0.82		$	0.19
Diluted	0.39		$	0.12		$	0.72		$	0.19
Weighted Average Number of Common Shares Outstanding
Basic	5,438,686			5,386,723			5,434,553			5,386,723
Diluted	6,172,686			5,548,476			6,168,553			5,548,476
Comprehensive Income
Net Income	2,408,648		$	674,507		$	4,469,486		$	1,036,955
Other comprehensive income, net of 0 income      taxes in 2021 and 2020
Foreign currency translation	60,893			54,897			32,541			(257,390	)
Total Comprehensive Income	2,469,541		$	729,404		$	4,502,027		$	779,565

All values are in US Dollars.

LEATT CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020

		2021			2020
Cash flows from operating activities
Net income	$	4,469,486		$	1,036,955
Adjustments to reconcile net income to net cash provided by (used in)<br>     operating activities:
Depreciation		478,936			382,801
Stock-based compensation		55,020			65,942
Bad debts reserve		11,763			24,975
Inventory reserve		39,995			(17,729	)
(Gain) Loss on sale of property and equipment		5,767			(351	)
(Increase) decrease in:
Accounts receivable		2,077,870			453,023
Inventory		3,478,553			3,025,131
Payments in advance		(397,698	)		(208,455	)
Prepaid expenses and other current assets		(3,989,785	)		(895,254	)
Income tax refunds receivable		2,964			—
Deposits		(233	)		1,212
Increase (decrease) in:
Accounts payable and accrued expenses		(5,377,741	)		(2,998,745	)
Income taxes payable		375,379			275,651
Deferred compensation		40,000			40,000
Net cash provided by operating activities		1,270,276			1,185,156
Cash flows from investing activities
Capital expenditures		(191,443	)		(107,570	)
Proceeds from sale of property and equipment		—			351
Increase in short-term investments, net		(2	)		(12	)
Net cash used in investing activities		(191,445	)		(107,231	)
Cash flows from financing activities
Repayment of note payable to bank, net		—			(300,000	)
Proceeds from Paycheck Protection Program loan		—			210,732
Repayments of short-term loan, net		(317,720	)		(253,582	)
Net cash used in financing activities		(317,720	)		(342,850	)
Effect of exchange rates on cash and cash equivalents		20,427			(180,501	)
Net increase in cash and cash equivalents		781,538			554,574
Cash and cash  equivalents - beginning of period		2,967,042			2,072,864
Cash and cash equivalents - end of period	$	3,748,580		$	2,627,438
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	16,379		$	19,883
Cash paid for income taxes	$	1,088,360		$	70,000
Other noncash investing and financing activities
Common stock issued for services	$	55,020		$	65,942