LEEN 10-Q/A
Leopard Energy, Inc. (LEEN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment No. 1 to Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period 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:
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
+
Registrant’s telephone number, including area code
CYBER APPS WORLD INC.
(Former name, former address and former fiscal year, if changed since last report)
Securities registered under Section 12(b) of the Exchange Act:
None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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. Yes ☐
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). Yes ☐
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” 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Table of Contents
INDEX |
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Item 1. | Condensed Consolidated Financial Statements |
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Unaudited Condensed Consolidated Balance Sheets as of October 31, 2023 and July 31, 2023 |
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Notes to the Unaudited Consolidated Condensed Financial Statements |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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| Table of Contents |
PART I FINANCIAL INFORMATION
As used in this Form 10-Q/A (this “Report”), and unless otherwise indicated, the terms “the Company,” “we,” “us” and “our” refer to Leopard Energy, Inc. f/k/a Cyber Apps World Inc
EXPLANATORY NOTE
In a Form 10-K/A filed with the Securities and Exchange Commission (the “SEC”) on December 15, 2023, the Company, disclosed that it had recently learned that, despite representations and statements to the contrary, Ahmed & Associates, P.C. (“AAPC”), the accounting firm that the Company had retained as its independent registered accounting firm with respect to the audit of its financial statements for the year ended July 31, 2023, was not registered with the Public Company Accounting Oversight Board (the “PCAOB”), as required by the rules and regulations adopted by the SEC. In addition, in January 2024, the PCAOB revoked the registration of Jack Shama, CPA, the accounting firm that had audited the Company’s financial statements for the year ended July 31, 2022. Accordingly, on April 17, 2024, the Company filed an additional Form 10-K/A further its Annual Report on Form 10-K for the year ended July 31, 2023 to include financial statements for the years ended July 31, 2023 and July 31, 2022, which were audited by a PCAOB registered accounting firm. As a result thereof, the Company is restating in this Report, its financial statements for the three months ended October 31, 2023 and 2022.
PART I- FINANCIAL INFORMATION
Certain information and footnote disclosures required under accounting principles generally accepted in the United States of America have been condensed or omitted from the following financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. It is suggested that the following financial statements be read in conjunction with the year-end financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended July 31, 2023, as amended by a Form 10-K/A filed on December 15, 2023 and a Form 10-K/A filed on April 17, 2024. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.
The results of operations for the three months ended October 31, 2023, are not necessarily indicative of the results for the entire fiscal year or for any other period.
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| Table of Contents |
LEOPARD ENERGY, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
As of October 31, 2023 (Unaudited and Restated) and July 31, 2023
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Current assets: |
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Cash |
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Deposits & prepayments |
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Total current assets |
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Other assets: |
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Lavaca Country Texas Producing Asset |
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Software development - WIP |
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Total other assets |
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Total Assets |
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LIABILITIES |
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Current liabilities: |
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Accounts payable and accrued liabilities |
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Total current liabilities |
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Long term liabilities: |
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Convertible notes payable |
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Loan payable |
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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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Preferred stock: $ |
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Common stock: $ |
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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 unaudited condensed consolidated financial statements)
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| Table of Contents |
LEOPARD ENERGY, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
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Net Sales |
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Cost of Goods Sold |
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Gross Income |
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General and administrative |
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Write off software |
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Negotiating expenses |
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Total operating expenses |
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Operating income (loss) |
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Other income |
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Write off Accounts payable |
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Write off convertible notes |
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Write off loan payable |
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Total other income |
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Net loss |
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Net loss per share – basic and diluted |
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Weighted average shares outstanding – basic and diluted |
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(The accompanying notes are an integral part of these condensed consolidated financial statements)
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LEOPARD ENERGY, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the three-months ended October 31, 2023 and 2022 (Restated)
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| Common Stock |
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| paid in Capital |
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| Accumulated Deficit |
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| Total |
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Opening balance as of July 31, 2022 |
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Issuance of Common stock from convertible notes conversion |
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Issuance of Common Stock |
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Cancellation of Common shares |
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Net Profit |
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Closing Balance as of October 31, 2022 |
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Opening balance as of July 31, 2023 |
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Additional paid in capital |
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Net Profit |
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Closing Balance as of October 31, 2023 |
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(The accompanying notes are an integral part of the unaudited condensed consolidated financial statements)
| 6 |
| Table of Contents |
LEOPARD ENERGY, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
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Cash flows from operating activities |
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Net income (loss) for the period |
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Adjustments to reconcile net loss to cash used in operating activities: |
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Convertible Notes Write off |
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Loan Payable write off |
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Accounts payable write off |
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Original initial discount and legal processing fees |
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Change in operating assets and liabilities |
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Deposits & prepayments |
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Accounts payable and accrued liabilities |
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Due to parent-operating expenses |
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Net cash provided from (used in) operating activities |
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Cash flows from investing activities |
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Software Development |
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Net cash used in investing activities |
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Cash flows from financing activities |
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Change in convertible notes payable |
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Proceeds from Notes payable |
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Proceeds from issuance of common shares |
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Proceeds from additional paid in capital |
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Net cash provided by financing activities |
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Change in Cash |
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Cash – beginning of period |
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Cash – end of period |
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Supplemental cash flow disclosures |
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Cash paid For: |
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Interest |
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Income tax |
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Non-Cash Activities: |
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Stockholder contribution converted from due to parent balance |
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(The accompanying notes are an integral part of these unaudited condensed consolidated financial statements)
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| Table of Contents |
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
As of and for the three months ended October 31, 2023 and 2022
Note 1. Organization and Business
Cyber Apps World Inc. (the “Company”), following the merger with the Company's wholly owned subsidiary on April 9, 2015, (formed for the sole purpose of merging with its parent), has been 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 have not been successful in developing revenue from operations.
Since its acquisition of a controlling interest in August 2023, Zenith Energy Ltd. (“Zenith Energy”), the Company’s controlling stockholder, the Company will expand its business into the energy sector.
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.
Note 2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the unaudited interim financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.
The accompanying unaudited condensed consolidated financial statements include the accounts of Leopard Energy, Inc, (formerly known as Cyber Apps World Inc.) (the “Company”). These financial statements are condensed and, therefore, do not include all disclosures normally required by accounting principles generally accepted in the United States of America. Therefore, these statements should be read in conjunction with the most recent annual financial statements of The Company for the year ended July 31, 2023, included in the Company’s Form 10-K filed with the Securities and Exchange Commission on April 17,2024. In particular, the Company’s significant accounting principles were presented as Note 2 to the Financial Statements in that report. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying interim condensed financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying interim condensed financial statements are not necessarily indicative of the results that may be expected for the full year ending July 31, 2024.
Going Concern
The accompanying unaudited interim consolidated financial statements have been prepared assuming that the Company will continue 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.
As reflected in the accompanying unaudited interim financial statements for the three months ended October 31, 2023, the Company incurred net loss of $(
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| Table of Contents |
Management recognized that the Company’s continued existence is dependent upon its ability to obtain needed working capital through additional equity and/or debt financing and revenue to cover expenses as the Company continues to incur losses. 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. Management’s plans are to finance operations through the sale of equity or other investments for the foreseeable future, as the Company does not receive significant revenue from its business operations. There is no guarantee that the Company will be successful in arranging financing on acceptable terms.
The Company’s ability to raise additional capital is affected by trends and uncertainties beyond its control. The Company does not currently have any arrangements for financing, and it may not be able to find such financing if required. Obtaining additional financing would be subject to a number of factors, including investor sentiment. Market factors may make the timing, amount, terms or conditions of additional financing unavailable to it. These uncertainties raise substantial doubt about the ability of the Company to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties.
Since its acquisition of a controlling interest in August 2023, Zenith Energy Ltd. (“Zenith Energy”), the Company’s controlling stockholder, has provided approximately $
The Company’s significant accounting policies are summarized in Note 2 of the Company’s Annual Report on Form 10-K for the year ended July 31, 2023. There were no significant changes to these accounting policies during the three months ended October 31, 2023, and the Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.
Restatement of previously issued unaudited interim consolidated financial statements
The Company identified series of misstatements that restated its previously issued financial statements for the years ended July 31, 2023 and 2022 in the Form 10-K filed with SEC on April 17,2024 Accordingly, the Company has restated the accompanying unaudited consolidated financial statements for the three-month ended October 31,2023 and 2022 that were previously included in the Form 10-Q filed with the SEC on December 15, 2023.
The restatement primarily relates to intangible assets valuation and impairment and equity retrospectively restatement.
Major Restatement Background
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. Common stock, additional paid-in capital and per share data was not presented on a retroactive basis to reflect the reverse stock split in previously filed 10-K. The Company corrected the Changes in Stockholder’s Equity to retrospectively state the movement.
Subsequently on August 23, 2023, the original major stockholder, JanBella Group, LLC, sold the
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| Table of Contents |
The impact of restatement
The following table summarized the effect of the restatement on each financial statement line items as of and for the three-months October 31, 2023, as indicated:
Summary of restatement – unaudited condensed consolidated balance sheets
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| October 31, |
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Current assets: |
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Cash |
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Deposits & prepayments |
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Total current assets |
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Other assets: |
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Lavaca Country Texas Producing Asset |
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Software development - WIP |
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Total other assets |
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Total Assets |
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LIABILITIES |
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Current liabilities: |
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Accounts payable and accrued liabilities |
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Total current liabilities |
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Long term liabilities: |
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Convertible notes payable |
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Intercompany liabilities |
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Loan payable |
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Total non-current liabilities |
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Total Liabilities |
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STOCKHOLDER’S EQUITY(DEFICIT) |
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Preferred stock: $0,001 par value, 10,000,000 authorized, 100,000 issued and outstanding as of October 31, 2024 and July 31, 2023, |
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Common stock: $0,001 par value, 250,000,000 authorized, 1,272,917 issued and outstanding as of October 31, 2024 and as of July 31, 2023, respectively |
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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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| 10 |
| Table of Contents |
Summary of restatement – unaudited consolidated statements of operations and comprehensive loss
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| For the three months ended October 31, |
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| 2023 |
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| (Unaudited and Restated) |
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Net Sales |
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Cost of Goods Sold |
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Gross Income |
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General and administrative |
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Write off software |
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Negotiating expenses |
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Total operating expenses |
|
| ( | ) |
|
| ||
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
| ( | ) |
|
| ||
|
|
|
|
|
|
|
|
|
Other income (expense) |
|
|
|
|
|
|
|
|
Write off Accounts payable |
|
|
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|
|
| ||
Write off convertible notes |
|
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|
|
| ||
Write off loan payable |
|
|
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| ||
Total other income (expense) |
|
|
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|
|
| ||
|
|
|
|
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|
|
Net income (loss) |
|
| ( | ) |
|
| ) | |
|
|
|
|
|
|
|
|
|
Net loss per share – basic and diluted |
|
| ( | ) |
|
| ( | ) |
Weighted average shares outstanding – basic and diluted |
|
|
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|
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| ||
| 11 |
| Table of Contents |
Summary of restatement – unaudited condensed consolidated statement of stockholders’ deficit
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT
For the three-months ended October 31, 2023 and 2022 (Restated)
|
| Common Stock |
|
| Preferred Stock |
|
| Additional |
|
|
|
|
|
| ||||||||||||||
|
| Number |
|
| Par Value |
|
| Number |
|
| Par Value |
|
| paid in Capital |
|
| Accumulated Deficit |
|
| Total |
| |||||||
|
|
|
|
| $ |
|
|
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||||
Opening balance as of July 31, 2022 |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||||
Issuance of Common stock from convertible notes conversion |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Issuance of Common Stock |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Cancellation of Common shares |
|
| ( | ) |
|
| ( | ) |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||
Net Profit |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||
Closing Balance as of October 31, 2022 |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Opening balance as of July 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||||
Additional paid in capital |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Net Profit |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||
Closing Balance as of October 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||||
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
For the three-months ended October 31, 2023 and 2022 (Previously Filed)
|
| Common Stock |
|
| Preferred Stock |
|
| Additional |
|
| Shares |
|
|
|
|
|
|
| ||||||||||||||
|
| Number |
|
| Par Value |
|
| Number |
|
| Par Value |
|
| paid in Capital |
|
| to be issued |
|
| Accumulated Deficit |
|
| Total |
| ||||||||
|
|
|
|
| $ |
|
|
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||||||
Opening balance as of July 31, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| |||||||
Issuance of Common Stock |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| ||||||
Cancellation of Common shares |
|
| ( | ) |
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net Loss |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||||
Closing Balance as of October 31, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Opening balance as of July 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| |||||||
Issuance of Common Stock |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Cancellation of Common shares |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net Profit |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Closing Balance as of October 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| |||||||
| 12 |
| Table of Contents |
Summary of restatement – unaudited condensed consolidated statements of cash flows
|
| For the three months ended October 31. |
| |||||||||||||
|
| 2023 |
|
| 2022 |
|
| 2023 |
|
| 2022 |
| ||||
|
| (unaudited and restated) |
|
| (unaudited and Restated) |
|
| (Previously filed) |
|
| (Previously filed) |
| ||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net income (loss) for the period |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Adjustments to reconcile net loss to cash used in operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible Notes Write off |
|
| ( | ) |
|
|
|
|
|
|
|
|
| |||
Loan Payable write off |
|
| ( | ) |
|
|
|
|
|
|
|
|
| |||
Accounts payable write off |
|
| ( | ) |
|
|
|
|
|
|
|
|
| |||
Original initial discount and legal processing fees |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Change in operating assets and liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits & prepayments |
|
| ( | ) |
|
|
|
|
|
|
|
|
| |||
Accounts payable and accrued liabilities |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |
Due to parent-operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Net cash provided from (used in) operating activities |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Software Development |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net cash used in investing activities |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in convertible notes payable |
|
|
|
|
|
|
|
| ( | ) |
|
|
| |||
Proceeds from Notes payable |
|
|
|
|
|
|
|
| ( | ) |
|
|
| |||
Proceeds from issuance of common shares |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Proceeds from additional paid in capital |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||
Net cash provided by financing activities |
|
|
|
|
|
|
|
| ( | ) |
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Cash |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Cash – beginning of period |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Cash – end of period |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental cash flow disclosures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid For: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Income tax |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Non-Cash Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholder contribution converted from due to parent balance |
|
|
|
|
|
|
|
|
|
|
|
| ||||
| 13 |
| Table of Contents |
Note 2. Net Profit/Loss Per Common Share
Basic profit/loss per common share is computed based on the weighted average number of shares outstanding during the year. Diluted earnings per common share is computed by dividing net earnings by the weighted average number of common shares and potential common shares during the specified periods. The Company has no outstanding options or warrants that could affect the calculated number of shares. Common stock equivalents related to convertible debt are detailed in Note 3.
Note 3. Convertible Notes Payable and Loan Payable
As of July 31, 2023, the Company holds a balance of convertible note payable in the amount of $
Convertible Promissory Note
On January 4, 2022, the Company issued a convertible promissory note to an otherwise unaffiliated investor in the original principal amount of $
On May 9, 2022, the Company issued a convertible promissory note to an otherwise unaffiliated investor in the original principal amount of $
On September 13, 2022, the Company issued a convertible promissory note to an otherwise unaffiliated investor in the original principal amount of $
On December 15, 2022, the Company issued a convertible promissory note to JanBella Group, LLC (“JanBella”) in the original principal amount of $
On January 17, 2023, the Company issued a convertible promissory note to an otherwise unaffiliated investor in the original principal amount of $
As of October 31,2023, the Company has no convertible promissory note balance.
| 14 |
| Table of Contents |
Note 4. Preferred Stock and Common Stock
Preferred Stock
In December 2022 and January 2023, the Company issued total
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”). 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
| 15 |
| Table of Contents |
During the three-months ended October 31, 2023, no common stock was issued.
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
During the three-month period ended October 31, 2022, the Company issued
Note 5. Related Party Transactions
There were no reportable related party transactions during the three-month ended October 31, 2023 and 2022.
Note 6. Commitments and Contingencies
From time to time, the Company may be involved in litigation in the ordinary course of business. 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.
Note 7. Subsequent Events
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.
Management evaluated all additional events through June 21, 2024, which is the date the financial statements were available to be issued. Based upon this review, unless noted below, the Company did not identify any material subsequent events that would have required adjustment or disclosure in the financial statements.
| 16 |
| Table of Contents |
ITEM 2. Management’s Discussion and Analysis of our Financial Conditions and Results of Operations.
Forward Looking Statements
Certain statements made in this Quarterly Report on Form 10-Q (this “Report”) may constitute “forward-looking statements on our current expectations and projections about future events.” These forward-looking statements involve known or unknown risks, uncertainties and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by some words such as “may,” “should,” “potential,” “continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates” and similar expressions. These statements are based on our current beliefs, expectations, and assumptions and are subject to a number of risks and uncertainties. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. These forward-looking statements are made as of the date of this Report, and we assume no obligation to update these forward-looking statements whether as a result of new information, future events, or otherwise, other than as required by law. In light of these assumptions, risks, and uncertainties, the forward-looking events discussed in this Report might not occur and actual results and events may vary significantly from those discussed in the forward-looking statements.
Background
We were incorporated on July 15, 2002, under the laws of the State of Nevada under the name Titan Web Solutions, Inc. with a view to offering a full range of business consulting services in the retail specialty coffee industry in China.
On April 9, 2015, we merged with our wholly owned subsidiary Cyber Apps World Inc. and concurrently changed our name to Cyber Apps World Inc. Our business focused on 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 99.97% of the voting power of the Company.
On August 23, 2023, JanBella Group sold the Series A Preferred Shares to 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 and Euronext Oslo.
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 approximately $398,400, which including the payment to all convertible bonds redemption and partial accounts payable balance. 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 CYAP’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.
| 17 |
| Table of Contents |
On October 4, 2023, the Company incorporated its newly created subsidiary CYAP Oil, LLC, in Houston (Texas).
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.
On April 26, 2024, the Company changed its name in Leopard Energy, Inc.
Since completion of the change in control transaction, Zenith Energy, our controlling stockholder, has advanced approximately $257,000 in working capital on our behalf. Zenith Energy has advised us that intends to provide the Company with additional working capital to fund the operations and acquisitions, pending receipt of additional funding.
Results of Operations
|
| For the three months ended |
| |||||
|
| October 31, 2023 |
|
| October 31, 2022 |
| ||
Net income (loss) |
|
| (18,571 | ) |
|
| (23,758 | ) |
Total operating expenses |
|
| (66,747 | ) |
|
| (23,758 | ) |
Total other income (expense) |
|
| 48,176 |
|
|
| - |
|
For the current period, the other income was due to the write off of the loan and convertible notes subsequent the completion of the Acquisition, and to the general and administrative fees. All the expenses were paid by Zenith Energy, our controlling stockholder who renounced to its credit.
We have generated no revenues during the three-month periods ended October 31, 2023 and 2022.
| 18 |
| Table of Contents |
Liquidity and Capital Resources
|
| October 31, 2023 |
|
| October 31, 2022 |
| ||
Cash |
|
| 10,003 |
|
|
| 225 |
|
Deposits & prepayments |
|
| 3,561 |
|
|
| 7,652 |
|
Total current assets |
|
| 13,564 |
|
|
| 7,877 |
|
|
|
|
|
|
|
|
|
|
Non-current assets |
|
| - |
|
|
| 414,753 |
|
|
|
|
|
|
|
|
|
|
Current liabilities (Accounts payable) |
|
| 81,281 |
|
|
| 97,433 |
|
Non -current liabilities |
|
| - |
|
|
| 192,284 |
|
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. Zenith Energy, our controlling stockholder, has advised us that intends to provide the Company with working capital to fund the operations and acquisitions, pending receipt of additional funding.
Cash Flows from Operating Activities
|
| For the three months ended |
| |||||
|
| October 31, 2023 |
|
| October 31, 2022 |
| ||
Net cash provided from (used in) operating activities |
|
| - |
|
|
| (41,095 | ) |
Cash Flows from Investing Activities
|
| For the three months ended |
| |||||
|
| October 31, 2023 |
|
| October 31, 2022 |
| ||
Net cash provided by (used in) investing activities |
|
| - |
|
|
| - |
|
Cash Flows from Financing Activities
|
| For the three months ended |
| |||||
|
| October 31, 2023 |
|
| October 31, 2022 |
| ||
Net cash provided by (used in) financing activities |
|
| 10,000 |
|
|
| 41,000 |
|
| 19 |
| Table of Contents |
Off – Balance Sheet Arrangements
As of the date of this Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Going Concern
The independent auditors’ report accompanying our July 31, 2023, financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Item 4. 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 Securities Exchange Act of 1934, as amended (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 SEC’s rules and forms and that such information is accumulated and communicated to our senior management, which presently consists of Andrea Cattaneo, our Chief Executive Officer (our principal executive officer) and Luca Benedetto, our Chief Financial Officer (our 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, which presently consists of Andrea Cattaneo, our Chief Executive Officer ) and Luca Benedetto, our Chief Financial Officer of the effectiveness of the design and operation of our disclosure controls and procedures as of October 31, 2023. 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 described in the Company’s Annual Report on Form 10-K for the year ended July 31, 2023, as amended, our Chief Executive Officer and President and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of October 31, 2023.
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 three months ended October 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 20 |
| Table of Contents |
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
As a “smaller reporting company” we are not required to disclose information under this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety
Not Applicable.
Item 5. Other Information
None.
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Item 6. Exhibits.
Exhibit No. |
| Description of Exhibit |
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Certification of Principal Executive Officer pursuant to Section 302(a) of the Sarbanes- Oxley Act | ||
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Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act. | ||
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101.INS** |
| Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
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101.SCH** |
| Inline XBRL Taxonomy Extension Schema Document |
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101.CAL** |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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101.LAB** |
| Inline XBRL Taxonomy Extension Labels Linkbase Document |
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101.DEF** |
| Inline XBRL Taxonomy Extension Definition Linkbase Document |
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101.PRE** |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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104** |
| Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* | Filed herewith. |
** | Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under those sections. |
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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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Date: November 21, 2024 | By: | /s/ Luca Benedetto | |
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| Luca Benedetto Chief Financial Officer (Principal Financial and Accounting Officer) |
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