Leap Technology Inc / De - Quarterly Report (10-Q)

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

FORM 10-Q

(Mark One)


x	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2008

OR

o	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from___________ to___________
Commission File No. 0-5667
Le@P Technology, Inc.
(Exact Name of Registrant as Specified in Its Charter)


Delaware		65-0769296

(State or Other Jurisdiction of		(I.R.S. Employer Identification No.)
Incorporation or Organization)

5601N. Dixie Highway, Suite 411, Ft. Lauderdale, FL		33334

(Address of Principal Executive Offices)		(Zip code)

(954) 771-1772
(Registrant’s Telephone Number, Including Area Code)

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 x No o

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 o	Accelerated filer o	Non-accelerated filer o	Smaller reporting company x

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x

Class A Common Stock, par value $0.01 per share; 65,195,909 outstanding as of August 15, 2008

Class B Common Stock, par value $0.01 per share; 25,000 shares outstanding as of August 15, 2008

LE@P TECHNOLOGY, INC. AND SUBSIDIARIES
TABLE OF CONTENTS


		Page Number


PART I.	FINANCIAL INFORMATION	3

Item 1.	Condensed Financial Statements	3

	Condensed Consolidated Balance Sheets at June 30, 2008 and December 31, 2007 (Unaudited)	3

	Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2008 and 2007 (Unaudited)	5

	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2008 and 2007 (Unaudited)	6

	Notes to Unaudited Condensed Consolidated Financial Statements at June 30, 2008	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	12

Item 4.	Controls and Procedures	13

PART II.	OTHER INFORMATION	13

Item 1.	Legal Proceedings	13

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13

Item 3.	Defaults Upon Senior Securities	14

Item 4.	Submission of Matters to a Vote of Security Holders	14

Item 5.	Other Information	14

Item 6.	Exhibits and Reports on Form 8-K	14

	SIGNATURES	15

	EXHIBIT 31.1	17

	EXHIBIT 31.2	19

	EXHIBIT 32.1	21

	EXHIBIT 32.2	22


PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements

Le@P Technology, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)


	June 30, 2008		December 31, 2007

Assets

Current assets:
Cash and cash equivalents	$	951,944	$	1,788,230
Accounts receivable		—		6,839
Prepaid insurance		31,706		7,496
Prepaid expenses other		203,015		—

Total current assets		1,186,665		1,802,565


Property and equipment, net		514,876		515,555

Other assets		23,842		23,842


Total assets	$	1,725,383	$	2,341,962

See notes to condensed consolidated financial statements.

Le@P Technology, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets
(continued)
(Unaudited)


	June 30, 2008			December 31, 2007


Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	78,338		$	11,919
Accrued professional fees		34,000			50,176
Accrued compensation and related liabilities		71,996			57,873

Total current liabilities		184,334			119,968

Long-term notes payable to related party		562,500			562,500

Long-term accrued interest payable to related party		90,185			70,551


Total liabilities		837,019			753,019


Commitments and contingencies

Stockholders’ equity:
Preferred stock, $0.001 par value per share. Authorized 25,000,000 shares. Issued and outstanding 2,170 shares at June 30, 2008 and December 31, 2007.		2,170,000			2,170,000
Class A Common Stock, $0.01 par value per share at June 30, 2008 and December 31, 2007. Authorized 149,975,000 shares at June 30, 2008 and December 30, 2007. Issued 65,280,759 shares at June 30, 2008 and December 31, 2007.		652,808			652,808
Class B Common Stock, $0.01 par value per share at June 30, 2008 and December 31, 2007. Authorized, issued and outstanding 25,000 shares at June 30, 2008 and December 31, 2007.		250			250
Additional paid-in capital		36,206,209			36,102,613
Accumulated deficit		(38,091,443	)		(37,287,268	)
Treasury stock, at cost, 84,850 shares at June 30, 2008 and December 31, 2007.		(49,460	)		(49,460	)

Total stockholders’ equity		888,364			1,588,943

Total liabilities and stockholders’ equity	$	1,725,383		$	2,341,962

See notes to condensed consolidated financial statements.

Le@P Technology, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

Three Months Ended
June 30,

Six Months Ended
June 30,

2008

2007

2008

2007

Revenue

—

Expenses:

Salaries and benefits

145,935

146,852

523,184

269,942

Share based compensation expense

51,798

48,106

103,596

252,518

Professional fees

25,683

156,687

78,833

320,740

General and administrative

58,131

53,319

107,586

93,016

Total expenses

281,547

404,964

813,199

936,216

Other income (expense):

Interest expense

(9,817

)

(9,817

)

(19,634

)

(19,526

)

Interest income

4,534

28,755

15,826

62,026

Rental income

5,250

—

10,500

—

Gain on sale of property & equipment

—

25,000

Other income

2,332

14,552

2,332

14,552

Total other income (expenses)

2,299

33,490

9,024

82,052

Net loss before income taxes

(279,248

)

(371,474

)

(804,175

)

(854,164

)

Provision for income taxes

—

Net loss

(279,248

)

(371,474

)

(804,175

)

(854,164

)

Dividends undeclared on cumulative preferred stock

54,250

108,500

Net loss attributable to common stockholders

(333,498

)

(425,724

)

(912,675

)

(962,664

)

Basic and diluted net loss per share:

Net loss per common share

(0.01

)

(0.01

)

(0.01

)

(0.01

)

Net loss attributable to common stockholders

(0.01

)

(0.01

)

(0.01

)

(0.01

)

Basic and diluted weighted average shares outstanding

65,220,909

See notes to condensed consolidated financial statements .

Le@P Technology, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Six months Ended June 30,

	2008			2007

Cash flows from operating activities:
Net loss	$	(804,175	)	$	(854,164	)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on sale of property and equipment		—			(25,000	)
Depreciation		679			539
Share-based compensation expense		103,596			252,518
Changes in operating assets and liabilities:
Accounts receivable		6,839			—
Prepaid expenses and other current assets		(227,225	)		(35,868	)
Accounts payable and accrued expenses		66,419			(8,326	)
Accrued interest payable to related party		19,634			19,526
Accrued compensation and related liabilities		14,123			23,130
Accrued professional fees		(16,176	)		(103,040	)

Net cash used in operating activities		(836,286	)		(730,685	)


Cash flows from investing activities:

Purchase of property and equipment		—			(3,499	)
Proceeds from sale of property and equipment		—			25,000

Net cash provided by investing activities		—			21,501


Net decrease in cash and cash equivalents		(836,286	)		(709,184	)
Cash and cash equivalents at beginning of period		1,788,230			3,001,314

Cash and cash equivalents at end of period	$	951,944		$	2,292,130

Le@P Technology, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

June 30, 2008
(Unaudited)


1.	The Company

Le@P Technology, Inc. and Subsidiaries (“Le@P” or the “Company”), formerly known as Seal Holdings Corporation, is a holding company that is actively pursuing its strategy of acquiring and commercializing synergistic technologies to develop advanced products. The Company plans to structure its acquisitions (as the purchase of controlling interests or otherwise) to avoid subjecting the Company to requirements and regulation as an investment company under the Investment Company Act of 1940. The Company appointed Dr. Donald J. Ciappenelli as the Chief Executive Officer and Chairman of the Board in November 2006, and established an office in the Boston area in February 2007 to maximize the Company’s opportunities to find and develop new technologies and businesses that fit its model for rapid growth in important markets.

Operating Losses and Cash Flow Deficiencies

The Company has experienced operating losses and deficiencies in operating cash flows. Until the Company has operations or other revenue generating activities to become self sufficient, the Company will remain dependent upon other sources of capital. In the past, such capital has come from the Company’s Majority Stockholder and the proceeds from the Company’s sale of its investment in Healthology, Inc. (“Healthology”).

On September 30, 1999, the Company’s Chairman and majority stockholder or his affiliates (e.g. the 2005 Trust) (collectively, the “Majority Stockholder”) agreed to provide Le@P up to $10 million to finance working capital requirements and future acquisitions, as approved by the Company’s Board of Directors (the “Funding Commitment”). Through December 31, 2005, the Company received $8,475,000 under the Funding Commitment, and, separately, unsecured working capital loans aggregating $2,814,487 (the “Notes”) from the Majority Stockholder. On March 17, 2006, the Majority Stockholder agreed to convert the Notes into equity pursuant to an Exchange and Termination Agreement (“Exchange Agreement”) under which (a) the Majority Stockholder exchanged the $3.14 million of principal and accrued interest under the Notes (“Note Balance”) for 31,414,706 shares of Class A Common Stock, and (b) the Company terminated the Funding Commitment. The Exchange Agreement closed on May 12, 2006.

The Company anticipates that the remaining proceeds from the Healthology disposition will be sufficient to cover operating expenses through the fiscal year end.

2.	Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial reporting. Accordingly, they do not include all of the information and footnotes required by

accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of financial information have been included. Operating results for the six months ended June 30, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008.

The condensed consolidated balance sheet at December 31, 2007 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.

For further information, refer to the consolidated financial statements and footnotes thereto included in the Le@P Technology, Inc. Annual Report on Form 10-KSB for the year ended December 31, 2007.

Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of Le@P Technology, Inc. and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Reclassification

Certain reclassifications of amounts previously reported have been made to the accompanying consolidated financial statements in order to maintain consistency and comparability between periods presented.

Recent Accounting Pronouncements

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles.” SFAS No. 162 identifies the sources of accounting principles and provides entities with a framework for selecting the principles used in preparation of financial statements that are presented in conformity with GAAP. The current GAAP hierarchy has been criticized because it is directed to the auditor rather than the entity, it is complex, and it ranks FASB Statements of Financial Accounting Concepts, which are subject to the same level of due process as FASB Statements of Financial Accounting Standards, below industry practices that are widely recognized as generally accepted but that are not subject to due process. The Board believes the GAAP hierarchy should be directed to entities because it is the entity (not its auditors) that is responsible for selecting accounting principles for financial statements that are presented in conformity with GAAP. The adoption of FASB 162 is not expected to have a material impact on the Company’s consolidated financial position and results of operations.

In May, 2008 the FASB issued FASB Staff Position (FSP) APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement).” APB 14-1 requires the issuer to separately account for the liability and equity components of convertible debt instruments in a manner that reflects the issuer’s nonconvertible debt borrowing rate. The guidance will result in companies recognizing higher interest expense in the statement of operations due to amortization of the discount that results from separating the liability and equity components. APB 14-1 will be effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The Company is currently evaluating the impact of adopting APB 14-1 on its consolidated financial statements.

In April 2008, the FASB issued FSP 142-3. “Determination of the Useful Life of Intangible Assets”, (FSP 142-3). FSP 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets”. FSP 142-3 is effective for fiscal years beginning after December 15, 2008. The Company is currently assessing the impact of FSP 142-3 on its consolidated financial position and results of operations.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS No. 161”). SFAS No. 161 amends and expands the disclosure requirement for FASB Statement No. 133, “Derivative Instruments and Hedging Activities” (“SFAS No. 133”). It requires enhanced disclosure about (i) how and why an entity uses derivative instruments, (ii) how derivative instruments and related hedged items are accounted for under SFAS No. 133 and its related interpretations, and (iii) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS No. 161 is effective for the Company as of January 1, 2009.

In December 2007, the FASB issued SFAS No. 141 (revised 2007) “ Business Combinations ” (“FASB No. 141(R)”). FASB No. 141(R) retains the fundamental requirements of the original pronouncement requiring that the purchase method be used for all business combinations. FASB No. 141(R) defines the acquirer as the entity that obtains control of one or more businesses in the business combination, establishes the acquisition date as the date that the acquirer achieves control and requires the acquirer to recognize the assets acquired, liabilities assumed and any non-controlling interest at their fair values as of the acquisition date. FASB No. 141(R) also requires that acquisition-related costs be recognized separately from the acquisition. FASB No. 141(R) is effective for the Company for fiscal year ending 2010. The Company is currently assessing the impact of FASB No. 141(R) on its consolidated financial position and results of operations.

In December 2007, the FASB issued Statement No. 160, “ Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51 (“FASB No. 160”) .” The objective of FASB No. 160 is to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. This Statement applies to all entities that prepare consolidated financial statements, except not-for-profit organizations. FASB No. 160 amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It also amends certain of ARB 51’s consolidation procedures for consistency with the requirements of FASB No. 141 (R). This Statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. The effective date of this Statement is the same as that of the related Statement 141(R). FASB No. 160 will be effective for the Company’s fiscal 2010. The Company is currently assessing the potential effect of FASB No. 160 on its financial statements.

In February 2007, the FASB issued Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities — including an amendment of FASB Statement No. 115 (“FASB No. 159”). FASB No. 159 gives the Company the irrevocable option to carry most financial assets and liabilities at fair value, with changes in fair value recognized in earnings. FASB No. 159 is effective for the Company’s 2009 year, although early adoption is permitted. The Company is currently assessing the potential effect of FASB No. 159 on its consolidated financial statements.

Recently Adopted Accounting Principles

In December 2007, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) No. 110. This guidance allows companies, in certain circumstances, to utilize a simplified method in determining the expected term of stock option grants when calculating the compensation expense to be recorded under Statement of Financial Accounting Standards (SFAS) No. 123(R), Share-Based Payment. The simplified method can be used after December 31, 2007 only if a company’s stock option exercise experience does not provide a reasonable basis upon which to estimate the expected option term. Through 2007, we utilized the simplified method to determine the expected option term, based upon the vesting and original contractual terms of the option. On January 1, 2008, we adopted calculating the expected option term based on our historical option exercise data. This change did not have a significant impact on the compensation expense recognized for stock options granted in 2008.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. This statement clarifies the definition of fair value of assets and liabilities, establishes a framework for measuring fair value of assets and liabilities and expands the disclosures on fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. However, the FASB deferred the effective date of SFAS No. 157 until the fiscal years beginning after November 15, 2008 as it relates to the fair value measurement requirements for nonfinancial assets and liabilities that are initially measured at fair value, but not measured at fair value in subsequent periods. These nonfinancial assets include goodwill and other indefinite-lived intangible assets which are included within other assets. In accordance with SFAS No. 157, the Company has adopted the provisions of SFAS No. 157 with respect to financial assets and liabilities effective as of January 1, 2008, and its adoption did not have a material impact on its results of operations or financial condition. The Company is assessing the impact of SFAS No. 157 for nonfinancial assets and liabilities and expects that this adoption will not have a material impact on its results of operations or financial condition.


3.	Note Payable to Related Parties

The Company owns real property in Broward County, Florida that was purchased from Bay Colony Associates, Ltd. (“Bay Colony”), an entity wholly-owned by the Majority Stockholder in exchange for a mortgage and note payable in the amount of $562,500. The purchase price was based upon an independent third-party appraisal. On March 17, 2006, the long-term note and mortgage on the real property was replaced with a new long-term note with principal of the same amount. The note bears interest at the rate of 7% per annum. Both principal and interest are due on the extended maturity date of January 8, 2010.


4.	Related Party Transactions

The Company’s Majority Stockholder, directly or indirectly, owns a number of real estate entities with which the Company has done or currently does business. Prior to March 16, 2007, the Company was leasing its corporate office located in Fort Lauderdale, Florida from the Majority Stockholder on a month to month basis for approximately $4,100 per month. On March 16, 2007, the Majority Stockholder sold the office building to an unrelated party. Effective April 1, 2007, the Company entered into a new lease for the same corporate office with the unrelated party. The lease provides for (i) a term of one year, (ii) two one-year extension options, and (iii) monthly rental payments of approximately $4,100 per month.


I tem 2.	Management’s Discussion and Analysis or Plan of Operation

Forward Looking Statements

Certain statements in Management’s Discussion and Analysis (“MD&A”), other than purely historical information, including estimates, projections, statements relating to the Company’s business strategy and expected liquidity, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Factors, risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements herein include, without limitation, the items listed below:


•	The ability to raise capital;

•	The ability to execute the Company’s strategy in a very competitive environment;

•	The degree of financial leverage;

•	The ability to control future operating and other expenses;

•	Risks associated with the capital markets and investment climate;

•	Risks associated with acquisitions and their integration;

•	Regulatory considerations under the Investment Company Act of 1940;

•	Contingent liabilities; and

•	Other risks referenced from time to time in the Company’s filings with the Securities and Exchange Commission.

The Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Business Strategy

The Company’s January 10, 2005 sale of its investment in Healthology to iVillage, Inc. generated cash exceeding $3,300,000 and 17,347 restricted shares of iVillage (which the Company subsequently sold for $147,449 on June 20, 2006).

On November 1, 2006, the Company appointed Dr. Donald J. Ciappenelli as the Chief Executive Officer of the Company and Chairman of its Board of Directors. In addition, on March 5, 2007 the Company hired Dr. Howard Benjamin as Vice-President of Research and Development. The Company has vigorously pursued its strategy of acquiring and commercializing synergistic technologies to develop advanced products, and opened an office in the Boston area to maximize the Company’s opportunities to find and develop new technologies and start-up companies that fit its business model for rapid growth in important markets.

The Company may also make other acquisitions or investments outside of its normal business plan in order to achieve other objectives, including investments necessary to maintain its exclusion from regulation as an investment company under the ‘40 Act.

Competition

The Company faces a highly competitive, rapidly evolving business environment in seeking to identify and capitalize upon acquisition or investment opportunities. Competitors include a wide variety of venture capital, private equity, mutual funds, private investors, and other organizations, many with access to public capital and greater financial and technical resources than the Company.

Liquidity and Cash Requirements

The Company anticipates that its cash and cash equivalents, aggregating to approximately $952,000 as of June 30, 2008, will cover its operating expenses at least through the fiscal year end, and the Company intends during this period to seek and capitalize upon opportunities for acquisitions and investments to enhance shareholder value. The Company’s prepaid expenses substantially increased in the first six months of 2008 (from zero at the end of 2007 to $203,000 at June 30, 2008) which reflects increased expenditures for these purposes in the recent quarters.

Financial Condition at June 30, 2008 Compared to December 31, 2007

The Company’s total assets decreased from $2.34 million at the end of 2007 to $1.73 million at June 30, 2008, primarily reflecting the expenditure of cash to pay operating expenses and bonuses of approximately $187,000 to the Chief Executive Officer and Vice President. The decrease in cash was offset by an increase in prepaid insurance of $24,000 and an increase in prepaid expenses of approximately $203,000 discussed above.

The Company’s total liabilities increased from approximately $753,000 at the end of 2007 to approximately $837,000 at June 30, 2008, primarily due to an increase in accounts payable and accrued expenses of approximately $66,000 and an increase in accrued compensation and related liabilities of approximately $14,000.

Comparison of Results of Operations for the Six Months Ended June 30, 2008 to the Six Months Ended June 30, 2007

The Company’s net operating loss decreased from approximately $854,000 for the six months ended June 30, 2007 to approximately $804,000 for the six months ended June 30, 2008. The decrease was due to a decrease in professional fees of approximately $242,000 and a decrease in stock based compensation of approximately $149,000. These decreases were offset by an increase in salaries and benefits of approximately $253,000 primarily due to the payment of bonuses of approximately $187,000 to the Chief Executive Officer and Vice President.


I tem 3.	Quantitative and Qualitative Disclosures About Market Risk

Not required


I tem 4.	Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Acting Principal Financial Officer of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our Chief Executive Officer and Acting Principal Financial Officer concluded that, at June 30, 2008, our disclosure controls and procedures were ineffective 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 Commission’s rules and forms and that such information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Acting Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of the date of this amended report, the Company has taken the following steps to address this issue:

		1.		Before each report is filed, management of the Company will review the SEC's website, www.sec.gov, in an effort to determine any recent changes in the rules affecting our disclosure obligations; and

		2.		As each report is prepared, we will discuss with our independent consultants who assist us in the review of the SEC reports and financial statements included within the reports whether they are aware of any recent changes in the rules affecting our disclsure obligations.

Changes in Internal Controls

There was no change in our internal controls or in other factors that could affect these controls during the quarter ended June 30, 2008 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


P ART II.	OTHER INFORMATION

I tem 1.	Legal Proceedings

From time to time, the Company is party to business disputes arising in the normal course of its business operations. The Company’s management believes that none of these actions, standing alone, or in the aggregate, is currently material to the Company’s operations or financial condition.


I tem 2.	Unregistered Sales of Equity Securities and Use of Proceeds

The Company did not have any unregistered sales of equity securities during the quarter ending June 30, 2008.


I tem 3.	Defaults Upon Senior Security Notes

None.


I tem 4.	Submission of Matters to a Vote of Security Holders

The Company held its annual meeting of shareholders on May 23, 2008 (the “2008 Meeting”). All of the nominees for Director presented at the 2008 Meeting were elected to office. The Company solicited proxies for the 2008 Meeting pursuant to Regulation 14A of the Securities Exchange Act of 1934 (the “1934 Act”) and there was no solicitation opposing the Company’s.


I tem 5.	Other Information

None


I tem 6.	Exhibits and Reports on Form 8-K

31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

31.2	Certification of Acting Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

32.1	Certification of Chief Executive Officer relating to Periodic Financial Report Pursuant to 18 U.S.C. Section 1350.*

32.2	Certification of Acting Principal Financial Officer relating to Periodic Financial Report Pursuant to 18 U.S.C. Section 1350.*

* Filed herewith


(a)	Reports on Form 8-K

None.

S IGNATURE

In accordance with the requirements 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.


	LE@P TECHNOLOGY, INC.

Dated: August 19, 2008	By:	/s/ Donald J. Ciappenelli

		Donald J. Ciappenelli
		Chief Executive Officer

	By:	/s/ Mary E. Thomas

		Mary E. Thomas
		Acting Principal Financial Officer

Exhibit Index


Exhibit	Description

31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification of Acting Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification of Chief Executive Officer relating to Periodic Financial Report Pursuant to 18 U.S.C. Section 1350.

32.2	Certification of Acting Principal Financial Officer relating to Periodic Financial Report pursuant to 18 U.S.C. Section 1350.

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