Leopard Energy, Inc 10-K for FY2026
Leopard Energy, Inc. (LEEN)
About this 10-K
Leopard Energy, Inc filed this 10-K on October 16, 2026, covering the fiscal year ended July 31, 2026 (FY2026).
Leopard Energy reported a net loss of $34,150 on $5,863 revenue for the year ended July 31, 2026, versus net profit of $31,835 on $5,974 revenue in 2025, with accumulated deficit of $11,727,265 and working capital deficit of $118,978 raising going-concern doubt. AI summary
Headline figures
Fiscal year ended July 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $5863
- down 1.9% from $5974 a year earlier
- Net loss
- $34.15K
- compared with net income of $31.84K a year earlier
- Diluted EPS
- -$0.03
- compared with $0.03 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended
Or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________to____________
Commission file number:
(Name of Registrant as Specified in Its Charter) |
(State or Other Jurisdiction of
Incorporation or Organization)
(Address of Principal Executive Offices)
+
(Issuer's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
None |
| N/A |
| N/A |
Securities registered pursuant to Section 12(g) of the Act:
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) Of the Act. ☐ Yes ☒
Indicate by check mark 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. ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files) ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
|
| Emerging growth company |
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 ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
The aggregate market value of voting and non-voting common equity held by non-affiliates as of January 30, 2026 was $
Leopard Energy, Inc.
Annual Report on Form 10-K for the Year ended July 31, 2026
Table of Contents
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| Table of Contents |
As used in this Annual Report on Form 10-K (this “Report”), and unless otherwise indicated, the terms “the Company,” “Leopard Energy, “we,” “us” and “our” refer to Leopard Energy, Inc. and its subsidiaries.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K (this “Report”) for the Company, contains forward-looking statements, including, without limitation, in the sections captioned “Item 1. Business” and “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations,” as well as elsewhere in this Report. Any and all statements contained in this Report that are not statements of historical fact may be deemed forward-looking statements. Terms such as “may,” “might,” “would,” “should,” “could,” “project,” “estimate,” “pro-forma,” “predict,” “potential,” “strategy,” “anticipate,” “attempt,” “develop,” “plan,” “help,” “believe,” “continue,” “intend,” “expect,” “future” and terms of similar import (including the negative of any of the foregoing) may be intended to identify forward-looking statements. Not all forward-looking statements, however, may contain one or more of these identifying terms. Forward-looking statements in this Report may include, without limitation, statements regarding (i) the plans and objectives of management for future operations; (ii) a projection of income, earnings per share, capital expenditures, dividends, capital structure or other financial items; (iii) the Company's future financial perff-1ormance, including any such statement contained in a discussion and analysis of financial condition by management or in the results of operations included pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”); and (iv) the assumptions underlying or relating thereto.
The forward-looking statements are neither historical facts nor assurances of future performance and are not meant to predict or guarantee actual results, performance, events, or circumstances. Instead, they are based upon the Company's current projections, plans, objectives, beliefs, expectations, estimates and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company's control. Actual results, the timing of certain events and circumstances, and financial condition may differ materially from those indicated by the forward-looking statements as a result of these risks and uncertainties. Readers are cautioned not to place undue reliance on forward- looking statements because of the risks and uncertainties related to them. Any forward-looking statement made by the Company in this Report is based only on information currently available to the Company and speaks only as of the date on which it is made. The Company undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
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PART I
Item 1. Business.
Background
Leopard Energy (f/k/a Cyber Apps World Inc.) was incorporated on July 15, 2002, under the laws of the State of Nevada and engaged in a number of businesses until April 9, 2015, at which we merged with our wholly owned subsidiary Cyber Apps World Inc. and concurrently changed our name to Cyber Apps World Inc. At the time of the merger, we shifted our business focused to the development of mobile applications focusing on allowing users around the world to save money on products and services from member merchants and suppliers instantly with mobile coupons, using their desktops and/or mobile devices, including smartphones.
On July 6, 2023, JanBella Group, LLC (“JanBella Group”), a family office, acquired 100,000 outstanding shares of Super A Voting Preferred Stock (the “Series A Preferred Shares”) in satisfaction of a promissory note made by the Company in favor of JanBella Group. The Series A Preferred Shares had been pledged to secure a note made by the Company to JanBella. Thereupon, Mohammed Irfan Raimiya Kazi, the Company’s Chief Executive Officer and a director and Kateryna Malenko, the Company’s Secretary and a director, resigned as officers and directors of the Company and William Alessi, an affiliate of JanBella Group, was appointed the sole officer and director of the Company. The Series A Preferred Shares entitle the holder thereof to 99.87% of the voting power of the Company.
On August 23, 2023, JanBella Group sold the Series A Preferred Shares to Zenith Energy Ltd. (“Zenith Energy”). Zenith Energy is a publicly held British Columbia corporation based in Vancouver, B.C., engaged in energy production projects on three continents, whose shares are traded on the London Stock Exchange, Euronext Oslo and the Pink tier of the over-the-counter market maintained by OTC Markets Group, Inc.
In the change in control transaction, Zenith Energy acquired the 100,000 Series A Preferred Shares, representing 99.87% of the voting power of the Company, from JanBella for consideration of $398,400. As part of the transaction, William Alessi, the sole officer and director of the Company, appointed Luca Benedetto, Ippolito Cattaneo, and Dario Sodero as directors of the Company. Thereafter, Mr. Alessi resigned as the Company’s sole director and officer.
In addition to the foregoing, Mr. Luca Benedetto was appointed President and Treasurer of the Company and Mr. Ippolito Cattaneo was appointed as the Company’s Secretary.
On March 6, 2024, Ippolito Cattaneo stepped down as Secretary and a director of the Company.
Following the change in control transaction, the Company began shifting its business focus to acquiring energy production and development opportunities in the U.S.
On January 17, 2024, the Company purchased a 5% royalty interest in a package of seven (7) producing oil wells located in the Eagle Ford Shale, Lavaca County, Texas (the “Eagle Acquisition”).
The Eagle Acquisition is the Company’s first transaction in the U.S. energy production and development sector. The Company intends to complete additional acquisitions of this kind in the near future and continue its focus on the U.S. energy sector.
Effective April 26, 2024, the Company changed its name to Leopard Energy, Inc.
Since the transfer of controlling interest in August 2023, Zenith Energy Ltd. (“Zenith Energy”), the Company’s controlling stockholder, has provided approximately $421,007 capital in the form of payment made on behalf of the Company and $45,000 paid in capital in cash. Zenith Energy has indicated that it intends to continue to finance the Company and its expansion into the energy sector, to acquire additional royalties and/or ownership interest, pending the receipt of additional financing.
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Competition
The U.S. market for the acquisition of energy production and development opportunities is highly competitive. There are numerous firms and individuals engaged in the business, many of whom have longer operating histories and greater financial resources than we do. We believe that we can compete effectively based upon the energy sector experience of our executive officers and our controlling stockholders, although no assurance can be given in this regard.
Employees
As of the date of this Report, we have no employees, other than our executive officers. We have retained independent consultants and contractors who are presently completing the necessary additional development of our products.
Item lA. Risk Factors.
As a “smaller reporting company,” as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) we are not required to provide this Item.
Item lB. Unresolved Staff Comments.
As a “smaller reporting company,” we are not required to provide this Item.
Item 2. Properties.
We do not own or lease any real property.
Item 3. Legal Proceedings.
We have no knowledge of any material, active or pending proceeding against us or our subsidiaries, nor are we, or any subsidiary, involved as a plaintiff or defendant in any material proceeding or pending litigation.
Item 4. Mine Safety Disclosures.
None.
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PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Our Common Stock is currently quoted on the Pink tier of the over-the-counter market maintained by OTC Markets Group, Inc., under the symbol “LEEN.” However, there is currently only a limited trading market for the Common Stock and there is no assurance that a regular trading market will ever develop.
Holders
As of the date of this Report there were 36 holders of record of our Common Stock, based on information provided by the Company's transfer agent. The holders of Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders.
Securities Authorized for Issuance Under Equity Compensation Plans
None.
Item 6. [Reserved].
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Item 7. Management's Discussion and Analysis of our Financial Conditions and Results of Operations.
The following discussion should be read in conjunction with our consolidated financial statements and notes to our consolidated financial statements, included in “Item 8. Financial Statements and Supplementary Data.” of this Report.
Results of Operations
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| For the year ended July 31 |
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| 2026 ($) |
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| 2025 ($) | ||
Revenues |
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| 5,863 |
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| 5,974 |
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Cost of Revenue |
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| 4,986 |
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| - |
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General and administrative expenses |
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| 34,667 |
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| 64,922 |
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Operating profit/ (loss) |
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| (33,790 | ) |
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| (58,948 | ) |
Total other income (expense) |
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| (360 | ) |
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| 90,783 |
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Net profit/ (loss) |
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| (34,150 | ) |
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| 31,835 |
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For the year ended July 31, 2026, we generated revenues of $5,863 from the royalty interest we acquired in the Eagle Acquisition consummated in January 2024. The royalty interest provides the Company with a monthly distribution of its share of revenues from the property, net of expenses and operational risks, from an oil production property managed by a non-affiliated third party.
For the year ended July 31, 2026, we incurred cost of revenue of $4,986 from the depletion of the royalty interest we acquired in the Eagle Acquisition consummated in January 2024. The royalty interest is depleted using the straight-line method over its estimated useful economic life of 20 years, and the cost of revenue includes $3,022 of depletion attributable to prior periods, which we determined to be immaterial to the prior period consolidated financial statements.
The Company’s general and administrative expenses for the year ended July 31, 2026, totaled $34,667, representing a decrease of $30,255 compared to $64,922 for the year ended July 31, 2025. The primary reason for the decrease was a significant reduction in consulting and audit expenses.
For the year ended July 31, 2026, we had a loss of $34,150 due to the general and administrative expense. All the expenses were paid by our controlling stockholder Zenith Energy, who renounced its credit.
For the year ended July 31, 2025, we generated revenues of $5,974 from the royalty interest we acquired in the Eagle Acquisition consummated in January 2024. The royalty interest provides the Company with a monthly distribution of its share of revenues from the property, net of expenses and operational risks, from an oil production property managed by a non-affiliated third party.
For the year ended July 31, 2025, we had a net profit of $31,835 due to the revenues and the positive result in the extinguishment of account payables. All the expenses were paid by our controlling stockholder Zenith Energy, who renounced its credit.
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Liquidity and Capital Resources
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| At July 31, 2026 ($) |
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| At July 31, 2025 ($) |
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Cash |
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| 17,620 |
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| 12,118 |
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Total current assets |
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| 17,620 |
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| 12,118 |
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Non-current assets |
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| 34,294 |
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| 39,280 |
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Current liabilities (Accounts payable) |
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| 136,598 |
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| 134,932 |
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As of July 31, 2026, our current assets consisted of $17,620 in cash, as compared to $12,118 in cash at July 31, 2025 deposits $17,617, as compared to $12,115 at July 31, 2025.
Cash Flows from Operating Activities
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| For the year ended July 31, |
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| 2026 ($) |
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| 2025 ($) | ||
Net cash provided by operating activities |
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| 5,502 |
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| 5,686 |
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For the fiscal year ended July 31, 2026, net cash provided by operating activities was $5,502, consisting of our net loss for the period of $34,150, adjusted for non-cash royalty interest depletion of $4,986 and an increase in accounts payable and accrued expenses of $34,666.
For the fiscal year ended July 31, 2025, net cash provided by operating activities was $5,686, consisting of our net profit for the period of $31,835, adjusted for a non-cash gain on settlement of accounts payable of $91,071 and an increase in accounts payable and accrued expenses of $64,922.
Cash Flows from Investing Activities
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| For the year ended July 31, |
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| 2026 ($) |
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Net cash provided by (used in) investing activities |
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| - |
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| - |
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For the fiscal year ended July 31, 2026 and July 31, 2025, we did not realize any investment.
Cash Flows from Financing Activities
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| For the year ended July 31, |
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| 2026 ($) |
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| 2025 ($) | ||
Net cash provided by (used in) financing activities |
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| - |
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| - |
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Although no direct cash proceeds were received by the Company from financing activities during the years ended July 31, 2026 and 2025, our principal stockholder paid operating expenses and liabilities of $33,000 and $82,265, respectively, directly on behalf of the Company, which were recognized as non-cash additional paid-in capital.
Since the transfer of controlling interest in August 2023, Zenith Energy Ltd. (“Zenith Energy”), the Company’s controlling stockholder, has provided $421,007 capital in the form of payment made on behalf of the Company and $45,000 paid in capital in cash. Zenith Energy has indicated that it intends to continue to finance the Company and its expansion into the energy sector, to acquire additional royalties and/or ownership interest, pending the receipt of additional financing.
Our financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”), which contemplates our continuation as a going concern. As of July 31, 2026, we have incurred losses of $11,727,265. In addition, as of July 31, 2026 our current liabilities exceed our current assets by $118,978. These factors raise substantial doubt about our ability to continue operating as a going concern. Our ability to continue our operations as a going concern, realize the carrying value of our assets, and discharge our liabilities in the normal course of business is dependent upon our ability to raise capital sufficient to fund our commitments and ongoing losses, and ultimately generate profitable operations.
We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other methods, the sale of equity or debt securities. In addition, Zenith Energy, our controlling stockholder, has advised us that intends to provide the Company with working capital to fund operations and acquisitions, pending receipt of additional funding.
Critical Accounting Estimates
Our financial statements and the notes to the financial statements have been prepared in accordance with GAAP applied on a consistent basis. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
Contractual Obligations
As a “smaller reporting company” we are not required to provide this information.
Off-Balance Sheet Arrangements
None.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
As a “smaller reporting company” we are not required to provide this information.
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Item 8. Financial Statements and Supplementary Data (PCAOB 50909).
LEOPARD ENERGY, INC.
Index to Financial Statements
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To: The Stockholders and the Board of Directors of
Leopard Energy, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Leopard Energy, Inc and its Subsidiaries (collectively, “the Company”) as of July 31, 2026, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the year ended July 31, 2026, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2026, and the results of its operations and its cash flows for the year ended July 31, 2026, in conformity with accounting principles generally accepted in the United States of America.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
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 has suffered recurring losses from operations and has a net working capital deficit as of July 31, 2026, that raise substantial doubt about its ability to continue as a going concern. Management closely monitors the Company’s financial position and has prepared a plan that is found in Note 1 that addresses this substantial doubt. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, audits of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal controls over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal controls over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/
Certified Public Accountants
PCAOB ID:
We have served as the Company’s auditor since 2024.
October 15, 2026
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LEOPARD ENERGY, INC. | ||||||||
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Total current assets |
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Royalty interests, net |
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Total Assets |
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LIABILITIES AND (DEFICIT) EQUITY |
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Total current liabilities |
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Total non-current liabilities |
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Total Liabilities |
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Stockholder’s deficit |
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Additional paid in capital |
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Accumulated deficit |
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Total Stockholder’s Deficit |
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Total Liabilities and Stockholder’s Deficit |
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The accompanying notes are an integral part of these consolidated financial statements.
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LEOPARD ENERGY, INC. | ||||||||
Consolidated Statements of Operations | ||||||||
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General and administrative |
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Total operating expenses |
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Operating loss |
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Financial expense |
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Net profit/(loss) |
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The accompanying notes are an integral part of these consolidated financial statements.
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LEOPARD ENERGY, INC. | |||||||||||||||||||||||||||||||||||||
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Opening balance as of August 1, 2024 |
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Additional paid in capital |
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Closing Balance as of July 31, 2025 |
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Additional paid in capital |
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Net Profit |
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Closing Balance as of July 31, 2026 |
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The accompanying notes are an integral part of these consolidated financial statements,
| F-4 |
| Table of Contents |
LEOPARD ENERGY, INC. | ||||||||
Consolidated Statements of Cash Flows | ||||||||
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Cash flows from operating activities: |
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Net profit/(loss) |
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Adjustments to reconcile net loss to net cash provided in operating activities: |
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Settlement of accounts payable |
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Royalty interest depletion |
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Changes in assets and liabilities: |
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Cash flows from investing activities: |
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Cash flows from financing activities: |
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Non-cash activities |
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Expenses payment made by a stockholder on behalf of the Company as paid in capital |
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The accompanying notes are an integral part of these consolidated financial statements.
| F-5 |
| Table of Contents |
LEOPARD ENERGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
July 31, 2026
Note 1. Organization and Business Description
Leopard Energy, Inc. and its subsidiaries (Collectively, the “Company”), was historically engaged in the development of mobile applications focusing on allowing users around the world to save money on products and services from member merchants and suppliers instantly with mobile coupons, using their desktops and/or mobile devices, including smartphones. The Company has not been successful in developing revenue from these operations in its operating history.
Name of Entity |
| Incorporation Date |
| Background |
| Ownership |
| Principal activities |
Leopard Energy, Inc (f/k/a Cyber Apps World Inc.) |
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Zena Oil & Gas LLC |
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Since the transfer of its controlling interest in August 2023, the Company redirect its business into the energy sector, mainly aiming at investment in royalty interest of energy related petrol and mineral production.
The Company has filed an Amendment to its Articles of Incorporation (the “Amendment”) with the Secretary of State of Nevada, changing its name from “Cyber Apps World Inc.” to “Leopard Energy, Inc.” effective April 26, 2024.
The financial statements and notes are the representations of management. These accounting policies conform to accounting policies generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.
On August 23, 2023, the original stockholder JanBella Group sold the Series A Preferred Shares to Zenith Energy Ltd. (“Zenith Energy”). Zenith Energy is a British Columbia corporation based in Vancouver, B.C., engaged in energy production projects on three continents, whose shares are traded on the London Stock Exchange, Spotlight Stock Market Stockholm and Euronext Oslo.
| F-6 |
| Table of Contents |
Basis of Presentation
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). The Company's functional currency is the USD.
Principles of consolidation
The consolidated financial statements include the financial statements of the Company and its subsidiary. All intercompany transactions and balances, if any, are eliminated upon consolidation.
A subsidiary is an entity in which the Company, directly or indirectly, controls more than one half of the voting power, has the power to appoint or remove the majority of the members of the board of directors, to cast a majority of votes at the meeting of the board of directors or to govern the financial and operating policies of the investee under a statute or agreement among the stockholders or equity holders.
Reclassifications
Certain prior year amounts in the Statement of Cash Flows have been reclassified to conform to the current year presentation. Specifically, $
Going Concern
As reflected in the accompanying audited consolidated financial statements, the Company had a loss of $
Since its incorporation, the Company has financed its operations through advances from its controlling stockholders, third-party convertible debt, and the sale of its common stock. Since the transfer of controlling interest in August 2023, Zenith Energy Ltd. (“Zenith Energy”), the Company’s controlling stockholder, has provided $
To sustain its ability to support the Company’s operating activities, the Company may have to consider supplementing its available sources of funds through the following sources: (1) cash generated from upcoming operations; (2) new bank loans, (3) financial support from the Company’s stockholder and related party. However, there can be no assurance that the Company will be successful in securing additional financing or debt on terms favorable to the Company, or at all. If management is unable to execute this plan, there would likely be a material adverse effect on the Company’s business. All of these factors raise substantial doubt about the ability of the Company to continue as a going concern. The accompanying audited consolidated financial statements have been prepared assuming that the Company will continue audited as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future.
| F-7 |
| Table of Contents |
Note 2. Summary of Significant Accounting Policies
A summary of significant accounting policies is presented to assist in the understanding of the financial statements.
Critical Accounting Estimates
The preparation of the financial statements is in conformity with generally accepted accounting principles in the United States of America, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. Actual results could differ from those estimates. Significant accounting estimates include, but not limited to allowance for doubtful accounts, useful lives and impairment of long-lived asset, and impairment of royalty interests acquired. Changes in facts and circumstances may result in revised estimates. Actual results could differ from those estimates, and as such, differences may be material to the consolidated financial statements.
Concentrations of Credit Risk
The Company’s financial instruments that are exposed to concentrations of credit risk consist principally of cash. The Company places its cash in what it believes to be credit-worthy financial institutions. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risk in cash.
Fair Value of Financial Instruments
Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 820 (formerly Statement of Financial Accounting Standard ("SFAS") No. 157 Fair Value Measurements) establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as the following:
· | Level 1-defined as observable inputs such as quoted prices in active markets for identical assets or liabilities; |
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· | Level 2-defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and |
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· | Level 3-defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. |
Financial assets and liabilities of the Company primarily consisted of cash, prepayments, accounts payable and accrued liabilities, and the carrying amount of the financial instruments generally approximate their fair market values based on the short- term maturity of these instruments. ASC 825-10 "Financial Instruments" allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date.
The Company’s non-financial assets would be measured at fair value only if they were determined to be impaired.
| F-8 |
| Table of Contents |
Impairment of Long-Lived assets
The Company reviews its Long-Lived assets for potential impairment whenever significant events or changes in circumstances indicate the carrying value may not be recoverable in accordance with the guidance in ASC 360-15-35 “Impairment or Disposal of Long-Lived Assets.” An impairment exists when the carrying amount of long-lived assets is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If impairment exists, the resulting write-down would be the difference between the fair market value of the long-lived asset and the related netbook value. As at the year ended July 31, 2026 the Company evaluated that the fair value of the long-lived assets exceeds the carrying value; therefore, no impairment loss was recognized.
Revenues - Royalty Interests
On January 17, 2024, the Company made investment in the
Royalty interests in oil and gas properties are carried at cost and depleted using the straight-line method over their estimated useful economic life of
Cumulative depletion expense recognized for the year ended July 31, 2026 was $
Royalty interests acquired are carried at the lower of cost or fair value. Valuations are periodically performed or obtained by management whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairments, if any, are recorded by a charge to net income and a valuation allowance if the carrying value of the royalty interest exceeds its estimated fair value. There was no impairment provision for the year ended July 31, 2026.
| F-9 |
| Table of Contents |
The Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The revenue recognition principle of ASC 606 requires that revenue is recognized when the delivery of promised goods or services matches the amount expected by the company in exchange for the goods or services.
There are five steps needed to satisfy the updated revenue recognition principle:
| 1. | Identify the contract with the customer. This involves agreeing on the terms of the contract, including payment, the delivery of goods and services, and consequences if any obligations aren't met. Contracts may come in written form or may begin as verbal agreements. |
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| 2. | Identify contractual performance obligations. In this case, it's important to outline the specific goods or services behind the agreement. |
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| 3. | Determine the amount of consideration/price for the transaction. This isn't just about the price of goods and services but also includes other factors, such as discounts, return policies, and additional fees. |
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| 4. | Allocate the determined amount of consideration/price to the contractual obligations. This step involves any specific selling price to every single obligation. |
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| 5. | Recognize revenue when the performing party satisfies the performance obligation. This should only be done once the transaction is complete and your obligation is fulfilled. Revenue can only be recognized once this is done. |
The Company is operating in royal interests’ investment in oil and gas production industry and generate revenue from royalty interest distribution. The Company owns a royalty interest in wells production and is entitled with portion of revenue share without having to incur the operational expenses associated with extracting or producing the resource.
Well operating royalty interests distribution is reported point in time and net of production taxes when the drip condensate, crude oil, gas and plant products are produced from the respective well by the well operator, the operator distributes the Company’s share of interests according to agreed proportion. Royalty interest payments are generally received in the subsequent month of the production made.
During the financial year ended July 31, 2026 and 2025, the Company recognizes monthly revenues from the investment in the
Basic and Diluted Net Income(Loss)Per Common Share
The Company reports earnings per share in accordance with FASB ASC 260 "Earnings per share". The Company's basic earnings per share are computed using the weighted average number of shares outstanding for the periods presented. Diluted earnings per share are computed based on the assumption that any dilutive options or warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, the Company's outstanding convertible notes are assumed to be exercised, and funds thus obtained were assumed to be used to purchase common stock at the average market price during the period. The calculation of weighted average shares outstanding for basic and diluted net income(loss) per share assumes that the shares have been outstanding for the entire period presented.
| F-10 |
| Table of Contents |
Basic loss per common share is computed by dividing the net loss available to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed by dividing profit bear by common stockholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued.
Basic and diluted income per share have been calculated in accordance with ASC 260 on computation of income per share for each of the fiscal years ended July 31, 2026 and 2025 are calculated as follows:
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Net Profit/(Loss) contributed to common stockholders-basic and diluted |
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Denominator: |
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Weighted average common shares outstanding-basic and diluted |
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Net Profit(loss) per common share: |
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Income Taxes
Deferred income tax assets or liabilities are computed based on the temporary differences between the financial statement and income tax bases of assets and liabilities using the statutory marginal income tax rate in effect for the years in which the differences are expected to reverse. Deferred income tax expenses or credits are based on the changes in the deferred income tax assets or liabilities from period to period. A valuation allowance against deferred tax assets is required if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The valuation allowance should be sufficient to reduce the deferred tax asset to the amount that is more likely than not to be realized.
Segment Reporting
ASC 280, “Segment Reporting,” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major clients in financial statements for details on the Company’s business segments. The Company uses the management approach to determine reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker (“CODM”) for making decisions, allocating resources, and assessing performance. The Company’s CODM has been identified as the CEO, who reviews consolidated results when making decisions about allocating resources and assessing the performance of the Company. Based on the management’s assessment, the Company determined that it has only one operating segment and therefore one reportable segment as defined by ASC 280. The Company’s assets are substantially all located in the and substantially all of the Company’s revenue and expenses are derived in the United States. The Company’s assets are substantially all located in the United States and substantially all of the Company’s revenue and expenses are derived in the United States. Therefore, no geographical segments are presented. Please refer to “Note 8 — Segment Reporting” for the Company’s segment reporting.
| F-11 |
| Table of Contents |
Recently Issued Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires disclosure of significant segment expenses regularly provided to the chief operating decision maker (“CODM”), the title and position of the CODM, and how the CODM uses reported measures of segment profit or loss in assessing segment performance and resource allocation. The Company adopted this standard effective for fiscal year ended July 31, 2026 on a retrospective basis. The Company operates as a single operating segment, and the adoption did not have a material impact on the Company’s financial statements and disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires, among other things, additional disclosures primarily related to the income tax rate reconciliation and income taxes paid. For public business entities (PBEs), the ASU is effective for annual periods beginning after December 15, 2024. The Company adopted this standard from August 1, 2025, and there is no material impact on the Company’s financial statements.
On November 4, 2024, the FASB issued an ASU No. 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024 03”) to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions (such as cost of sales; selling, general, and administrative expenses; and research and development). These required categories include purchases of inventory, employee compensation, depreciation, and intangible asset amortization, as well as other relevant items included within each applicable expense caption, as applicable. The FASB issued ASU 2024-03 on November 4, 2024, which states that the amendments are effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the potential impact of adopting this guidance on financial statements requirements and does not expect the adoption to have a material impact.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270). The amendments in this update include a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The amendments are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027 for public business entities. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. The Company is currently assessing adoption timing and the effect that the updated standard will have on our financial statement disclosures.
Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.
Note 3. Accounts Payable and Accrued Liabilities
During the financial year ended July 31, 2025, the Company negotiated a liabilities settlement discount with a consulting firm to settle an outstanding payable balance, which resulted in a $
| F-12 |
| Table of Contents |
Note 4. Preferred Stock and Common Stock
Preferred Stock
In December 2022 and January 2023, the Company issued a total of
On June 27, 2022, the Company issued
On June 27, 2023, JanBella acquired
On August 23, 2023, JanBella sold its Series A Preferred Shares it held to Zenith Energy Ltd. (“Zenith Energy”). In the change in control transaction, Zenith Energy acquired the
The Unaffiliated investors of Series A Preferred Shares are not entitled to receive dividends paid on the Company's Common Stock.
Upon liquidation, dissolution and winding up of the Company, whether voluntary or involuntary, the Unaffiliated investors of the Series A Preferred Shares then outstanding are not entitled to receive out of the assets of the Company, whether from capital or earnings available for distribution, any amounts which will be otherwise available to and distributed to the holders of common stock.
Common Stock
Effective January 18, 2013, the Company filed with Secretary of State of Nevada a Certificate of Change that affected a
On August 18, 2021, the Company increased its authorized capital to
During the year ended July 31, 2022, the Company issued
During the year-ended July 31, 2023, the Company issued
During the year-ended July 31, 2026 and 2025, the Company did not issue or cancel any shares.
In October 2022, the stockholders representing a majority of the Company's issued voting shares, as well as the Company's board of directors approved a reverse stock split whereby each 840 pre-split shares of common stock shall be exchanged for one post-split share of common stock. Concurrently with the reverse split, the Company has approved the decrease in its authorized shares of common stock from
| F-13 |
| Table of Contents |
Note 5. Income Taxes
As of July 31, 2026, the Company has deferred tax assets as a result of the net operating losses incurred from inception and depletion of royalty interests. The resulting deferred tax assets are reduced by a valuation allowance as discussed in Note 2 equal to the deferred tax asset as it is unlikely, based on current circumstances, that the Company will ever realize a tax benefit. Significant components of the Company’s deferred tax assets and as follows as of July 31:
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Valuation allowance |
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Deferred tax assets and the corresponding valuation allowances amounted to approximately $
Net Operating Losses (NOL):
As of July 31, 2026 the Company had federal operating loss carryforwards of approximately $
The income tax provision for the year ended July 31, 2026 and 2025 consists of the following:
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Change in valuation allowance |
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Income tax provision |
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Upon adoption of ASU 2023-09, Improvements to Income Tax Disclosures, as described in Note 2, Summary of Significant Accounting Policies, the reconciliation of taxes at the federal statutory rate to our provision for (benefit from) income taxes for the year ended July 31, 2026 was as follows,
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Note 6. Related Party Transactions
There were no reportable related party transactions and balance during the years and then ended July 31, 2026 and 2025.
| F-14 |
| Table of Contents |
Note 7. Commitments and Contingencies
The Company is not currently involved in any litigation that the Company believe could have a material adverse effect on its financial condition or results of operations. The Company has no other commitments as of July 31, 2026.
Note 8. Segment Reporting
The Company operates as one operating and reportable segment and its sole business activity consists of generating revenue from royalty interest distribution from royalty interest in Oil wells.
The accounting policies of the segment are the same as those described in “Note 2 — Summary of Significant Accounting Policies.” The Company’s CODM uses net income (loss) to measure segment profit or loss and assesses performance against expectations to make resource allocation decisions.
Additionally, the CODM reviews and uses functional expenses included in net income (loss) to manage the Company’s operations and assess operating profitability. The Company operates as one operating and reportable segment, and as such the significant segment expenses regularly provided to the CODM are those presented on the consolidated statements of operations. These significant segment expenses mainly include general and administrative. Other segment items that are presented on the consolidated statements of operations include other income, other expenses, and income tax benefits (expenses).
Note 9. Subsequent Events
Management evaluated all additional events through October 15, 2026, which is the date the financial statements were available to be issued. Based upon this audit, unless noted below, the Company did not identify any material subsequent events that would have required adjustment or disclosure in the financial statements.
| F-15 |
| Table of Contents |
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Exchange Act that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”) and that such information is accumulated and communicated to our senior management, consisting of Andrea Cattaneo, our Chief Executive Officer (principal executive officer) and Luca Benedetto, our Chief Financial Officer (principal financial and accounting Officer), as appropriate to allow timely decisions regarding required disclosure.
We carried out an evaluation, under the supervision and with the participation of our senior management, consisting of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of July 31, 2026. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting as set forth below, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were not effective.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive financial officers and accounting officers effected by our Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US GAAP and includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
| 11 |
| Table of Contents |
As of July 31, 2026, our chief Executive Officer and our Chief Financial Officer assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013 and SEC guidance on conducting such assessments. Based on that evaluation, we believe that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of U.S. GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.
The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and a lack of independent directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our Chief Executive Officer and Chief Financial Officer in connection with the review of our financial statements as of July 31, 2026
Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of independent directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of the year ended July 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
None
Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.
Not applicable
| 12 |
| Table of Contents |
PART III
Item 10. Directors, Executive Officers, and Corporate Governance.
As at the date of this Report, our executive officers and directors and their respective ages are as follows:
Name |
| Position |
| Age |
| Term of Office |
Andrea Cattaneo |
| CEO and Director |
| 70 |
| March 25, 2024 to present. |
Luca Benedetto |
| CFO and Director |
| 55 |
| August 23, 2023, to present |
Dario Sodero |
| Director |
| 83 |
| August 23, 2023, to present |
The principal occupation and business experience during the past five years for the Company's executive officers and directors is as follows:
Andrea Cattaneo, 70, has served as a director of Zenith Energy, our controlling stockholder since December 2008 and as President and Chief Executive Officer of Zenith Energy and its affiliated entities since January 2009. Zenith Energy, Ltd., which is based in Canada, is a publicly held company engaged in the acquisition and development of energy production opportunities, principally in Central Asia, North America, Africa and Europe. Its shares are listed on the London Stock Exchange Main Market (LSE: ZEN), admitted to trading on the Euronext Growth of the Oslo Stock Exchange (OSE: ZENA) and quoted on the OTCQB Venture Market cross-trading facility in the United States (OTCQB: ZENAF).
Mr. Cattaneo is an experienced energy industry executive, with a focus on energy production opportunities in emerging countries. He has over 30 years’ experience in advising governments in financial, industrial, and energy matters and strong expertise and experience in structuring and negotiating contracts, having initiated and signed agreements with some of the largest state-owned oil and gas companies in the world. Prior to entering the energy industry, Mr. Cattaneo’s primary business activity was banking, with a specialization in sovereign loans to developing economies. Mr. Cattaneo holds an undergraduate degree in economics from the University of Genoa and a postgraduate degree in taxation law from the University of Bologna.
Luca Benedetto, who also served as our Chief Executive Officer from August 23, 2023 to March 25, 2024, has been Chief Financial Officer and a director of Zenith Energy since 2013. Mr. Benedetto is an Italian national, trained in Italy as a registered accountant with further education in IFRS accounting and consolidation at IPSOA Milan. He has more than twenty-five years of experience in accounting, auditing, and financial administration. Mr. Benedetto began his professional career as an accountant and computer programmer responsible for financial software development and worked for the Italian division of IBM as an internal auditor and accountant as well as providing staff training in these aforementioned fields. He also served for seven years as a financial and administrative officer in a well-established Italian Company specializing in the construction of fuel and water storage tanks. He joined the Zenith Energy Ltd. group in 2013 as Chief Financial Officer of Zenith Energy's Italian subsidiary, Canoel Italia S.r.1., and has since progressed to also hold the position of Chief Financial Officer of Zenith Energy. In this capacity he has been directly involved in the monitoring of business performance, cash flow management, budgetary oversight, accounts team supervision, accounts preparation and strategic planning. Since January 2016 he has also been responsible for the compiling and reviewing of the quarterly Consolidated Financial Statements and Management's Discussion and Analysis of Zenith Energy.
Dario Sodero has served as a member of the board of directors of Zenith Energy since June 24, 2009. As an experienced energy industry executive with 47 years of experience in North America, the Sub-Arctic, North Africa and the Middle East, Mr. Sodero has strong geological, exploration and technical expertise. Mr. Sodero has formerly acted as director and executive of several other TSX- and TSXV-listed exploration and production companies. Mr. Sodero holds a Doctorate degree in Geology from the University of Turin, Italy.
Directors are elected to serve until the earlier of the election and qualification of their successors, their removal for cause by the stockholders, or their resignation. Directors are elected by a plurality of the votes cast at the annual meeting of stockholders and hold office until the expiration of the term for which he or she was elected and until a successor has been elected and qualified.
A majority of the authorized number of directors constitutes a quorum of the board of directors for the transaction of business. The directors must be present at the meeting to constitute a quorum. Any action required or permitted to be taken by the board of directors may be taken without a meeting if all members of the board of directors individually or collectively consent in writing to the action.
Executive officers are appointed by the board and serve at their pleasure.
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Involvement in Certain Legal Proceedings
To our knowledge, during the last ten years, none of our executive officers and directors (including those of our subsidiaries) has:
| · | Had a 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; |
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| · | been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses; |
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| · | been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; |
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| · | been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated; or |
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| · | been subject to, or a party to, any sanction or order, not subsequently reverse, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Family Relationships
There are no family relationships among our executive officers or directors.
Audit Committee
We do not presently have an audit committee. Our board of directors currently acts as our audit committee.
Compensation Committee
We do not presently have a compensation committee. Our board of directors currently acts as our compensation committee.
Nominating Committee
We do not presently have a nominating committee. Our board of directors currently acts as our nominating committee.
Code of Ethics
We have not adopted Code of Ethics which is applicable to our executive officers.
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Item 11. Executive Compensation.
During the fiscal years ended July 31, 2026 and 2025, there was no compensation paid by the Company to its our senior management, including the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation.
Employment Agreements
The Company had no employment agreements with its executive officers.
Equity Compensation Plans
The Company has no equity compensation plan in place and has not granted stock awards, stock options or other equity incentives to any of its former executive officers named in the above table or to any of its present executive officers.
Director Compensation
The Company has not implemented a compensation plan for and has not compensated its non-executive directors.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Exchange Act requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, Directors and greater than 10% stockholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.
Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that all filing requirements applicable to our officers, Directors and greater than 10% beneficial owners were complied with under Section 16 of the Exchange Act during the fiscal year ended July 31, 2026, except as follows:
| · | Forms 3 required to be filed by Zenith Energy, Luca Benedetto and Ippolito Cattaneo, a former director and executive officer of the Company. were filed 27 days late due to administrative oversights. |
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| · | The Form 3 required to filed by Dario Sodero was filed 28 days late due to an administrative oversight. |
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth, as of date of this Report, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and executive officers. The address of each of our current directors and officers is c/o the Company, Via Tomaso Rodari 6, Lugano, Switzerland 6900. Each person has sole voting and investment power with respect to the shares of Common Stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of Common Stock, except as otherwise indicated.
Name and Address of Beneficial Owner |
| Amount and Nature of Beneficial Ownership |
| Percentage of Class |
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Andrea Cattaneo (1) |
| 0 shares of common stock |
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| 0 | % |
Luca Benedetto (1) |
| 0 shares of common stock |
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| 0 | % |
Dario Sodero (1) |
| 0 shares of common stock |
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| 0 | % |
All directors and officers as a group (3 persons) (1) |
| 0 shares of common stock |
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| 0 | % |
| (1) | Mr. Andrea Cattaneo, is CEO, President and director of Zenith Energy, Mr. Benedetto is Chief Financial Officer and a director of Zenith Energy and Mr. Sodero is a director of Zenith Energy and accordingly, may be deemed to have shared voting and dispositive control over the Series A Preferred shares held by Zenith Energy, which afford Zenith Energy 99.87% of the voting power of the Company. |
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Securities Authorized for Issuance Under Equity Compensation Plans
None.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Since the transfer of controlling interest in August 2023, Zenith Energy Ltd. (“Zenith Energy”), the Company’s controlling stockholder, has provided approximately $421,007 capital in the form of payment made on behalf of the Company and $45,000 paid in capital in cash. Zenith Energy has indicated that it intends to continue to finance the Company and its expansion into the energy sector, to acquire additional royalties and/or ownership interest, pending the receipt of additional financing.
Except with respect to the foregoing, during the fiscal years ended July 31, 2026 and July 31, 2025, the Company has not engaged in any transaction with any executive officer, director or 5% or greater stockholder, in which they had or will have a direct or indirect material interest exceeding $120,000, nor is any such transaction currently proposed or contemplated.
Procedures for Approval of Related Party Transactions
Our board of directors is charged with reviewing and approving all potential related party transactions. All such related party transactions must then be reported under applicable SEC rules. We have not adopted other procedures for review, or standards for approval, of such transactions, but instead review them on a case-by-case basis.
Item 14. Principal Accountant Fees and Services.
Audit Fees
For the fiscal years ended July 31, 2026 and July 31, 2025, our independent registered public accounting firms were WWC, Professional Corporation Certified Public Accountants, PCAOB ID: 1171.
The aggregate fees billed for professional services rendered for the audit and review of our financial statements for the fiscal years ended July 31, 2026 and July 31, 2025, were $26,000 and $29,000, respectively.
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Tax Fees
There have been no tax fees billed by our independent registered public accounting firms in the fiscal years ended July 31, 2026 and July 31, 2025.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors
Since we do not have a formal audit committee given our relatively small size, our board of directors serves as our audit committee. We have not adopted pre-approval policies and procedures with respect to our accountants. All of the services provided, and fees charged by our independent registered public accounting firms were approved by the board of directors.
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PART IV
Item 15. Exhibits and Financial Statement Schedules.
Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.
EC Ref. No. |
| Title of Document |
101.INS |
| Inline XBRL Instance Document |
101.SCH |
| Inline XBRL Taxonomy Extension Schema Document |
101.CAL |
| Inline XBRL Taxonomy Calculation Linkbase Document |
101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB |
| Inline XBRL Taxonomy Label Linkbase Document |
101.PRE |
| Inline XBRL Taxonomy Presentation Linkbase Document |
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Item 16. Form 10-K Summary.
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
LEOPARD ENERGY, INC. | ||
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By: | /s/ Luca Benedetto | |
| Luca Benedetto |
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| Chief Financial Officer |
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| (Principal Financial and Accounting Officer) |
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| Date: October 15, 2026 |
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
Signature |
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| Date |
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/s/ Andrea Cattaneo |
| Chief Executive Officer and Director |
| October 15, 2026 |
Andrea Cattaneo |
| (Principal Executive Officer) |
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/s/ Luca Benedetto |
| Chief Financial Officer |
| October 15, 2026 |
Luca Benedetto |
| (Principal Financial and Accounting Officer) |
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/s/ Dario Sodero |
| Director |
| October 15, 2026 |
Dario Sodero |
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EXHIBIT 3.1C
EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT AND RULE 13A-14(A) OR 15D-14(A) UNDER THE
SECURITIES EXCHANGE ACT OF 1934
I, Andrea Cattaneo, as Chief Executive Officer and President (principal executive officer) of Leopard Energy, Inc., a Nevada corporation (the “Registrant”) certify that:
| 1. | I have reviewed this Annual Report on Form 10-K for the year ended July 31, 2026, of the Registrant; |
| 2. | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; |
| 4. | Together with the Registrant’s other certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))and internal control over financial reporting (as defined in Exchange Act Rules 13(a)-15(f) and 15(d)-15(f)) for the Registrant and I have: |
| (a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |||
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| (b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
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| (c) | evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
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| (d) | disclosed in this quarterly report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting. | ||
| 5. | Together with the Registrant’s other certifying officer, I have disclosed, based on my most recent evaluation of internal controls over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and | |
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| (b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
| Date: October 15, 2026 | By: | /s/ Andrea Cattaneo | |
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| Andrea Cattaneo |
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| Chief Executive Officer and President |
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| (Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT AND RULE 13A-14(A) OR 15D-14(A) UNDER THE
SECURITIES EXCHANGE ACT OF 1934
I, Luca Benedetto, as Chief Financial Officer (principal financial and accounting officer) of Leopard Energy, Inc., a Nevada corporation (the “Registrant”) certify that:
| 1. | I have reviewed this Annual Report on Form 10-K for the year ended July 31, 2026, of the Registrant; |
| 2. | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; |
| 4. | Together with the Registrant’s other certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))and internal control over financial reporting (as defined in Exchange Act Rules 13(a)-15(f) and 15(d)-15(f)) for the Registrant and I have: |
| (a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |||
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| (b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
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| (c) | evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
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| (d) | disclosed in this quarterly report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting. | ||
| 5. | Together with the registrant’s other certifying officer, I have disclosed, based on my most recent evaluation of internal controls over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and | |
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| (b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
| Date: October 15, 2026 | By: | /s/ Luca Benedetto | |
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| Luca Benedetto |
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| Chief Financial Officer |
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EXHIBIT 32.1
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Andrea Cattaneo, Chief Executive Officer and President (principal executive officer) of Leopard Energy Inc., a Nevada corporation (the “Registrant”) hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that;
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| a) | the Annual Report on Form 10-K of the Registrant for the year ended July 31, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and |
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| b) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. |
| Date: October 15, 2026 | By: | /s/ Andrea Cattaneo | |
| Andrea Cattaneo | |||
| Chief Executive Officer and President | |||
| (Principal Executive Officer) |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Luca Benedetto, Chief Financial Officer (principal financial and accounting Officer) of Leopard Energy Inc., a Nevada corporation (the “Registrant”) hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that;
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| a) | the Annual Report on Form 10-K of the Registrant for the year ended July 31, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and |
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| b) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. |
| Date: October 15, 2026 | By: | /s/ Luca Benedetto | |
| Luca Benedetto | |||
| Chief Financial Officer | |||
| (Principal Financial and Accounting Officer) |