UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-KSB/A
Amendment No. 1
(Mark One)
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ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
for the fiscal year ended December 31, 2007
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________________ to __________________
Commission file number: 0-566
LE@P TECHNOLOGY, INC.
(Name of small business issuer in its charter)
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DELAWARE
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65-0769296
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(State or other jurisdiction of
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(I.R.S. Employer
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Incorporation or organization)
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Identification No.)
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5601 N. DIXIE HIGHWAY
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SUITE 411
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FORT LAUDERDALE, FLORIDA
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33334
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number:
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(954) 771-1772
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Securities registered under Section 12(b) of the Exchange Act:
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None
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Securities registered under Section 12(g) of the Exchange Act:
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Class A Common Stock, par value $.01
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Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.
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Check whether the issuer (1) has 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. Yes
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No
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Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.
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Indicate by checkmark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.
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The issuer’s revenues for its fiscal year ended December 31, 2007 were $0.
The aggregate market value of the common equity held by non-affiliates as of March 12, 2008 was approximately $274,741 based on the $0.11 closing bid price for the common stock quoted on the OTC Bulletin Board on such date. For purposes of this computation, all executive officers and directors of the registrant have been deemed to be affiliates. Such determination should not be deemed to be an
admission that such directors and officers are, in fact, affiliates of the registrant.
The number of shares of Class A Common Stock of the issuer outstanding as of March 12, 2008 was 65,195,909. The number of shares of Class B Common Stock of the issuer outstanding as of March 12, 2008 was 25,000.
DOCUMENTS INCORPORATED BY REFERENCE
None
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Transitional Small Business Disclosure Format: Yes
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No
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Explanatory Note
Le@P Technology, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-KSB/A (“Amendment No. 1”) to amend our Form 10-KSB for the year ended December 31, 2007 which was originally filed on March 19, 2008.
We are filing this Amendment No. 1 to include the disclosures required under Part II, Item 8A(T), Controls and Procedures. The Company has revised its assessment of the disclosure controls from effective to ineffective for the year ended December 31, 2007. We are also revising and re-executing the Chief Executive Officer and Acting Principal Financial Officer certifications filed under Exhibits 31.1 and
31.2 to include the introductory language of paragraph 4 and the language of paragraph 4(b) of Item 601(b)(31) of Regulation S-B. Except as disclosed in this Explanatory Note, we have not updated the disclosure contained in the original Form 10-KSB, as filed on March 19, 2008. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment No. 1 contains new certifications of our Chief Executive Officer and Acting Principal Financial Officer executed as
of the date hereof. All other disclosures and exhibits as filed in our Form 10-KSB filed on March 19, 2008 are hereby incorporated by reference as to such. Accordingly, this Amendment No. 1 should be read in conjunction with our other filings made with the Securities and Exchange Commission(“SEC”).
There are no other changes to the original Form 10-KSB, other than those outlined in this document. This form 10-KSB/A does not reflect events occurring after the filing of the original 10-KSB, nor does it modify or update the disclosures therein in any way other than as required to reflect the amendment set forth below.
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Item 8A(T).
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Controls and Procedures
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Evaluation of Disclosure Controls and Procedures
The Company maintains a system of disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). As required by Rule 13a-15(b) under the Exchange Act, management of the Company, under the direction of the Company’s chief Executive Officer and Acting Principal Financial Officer, reviewed and performed an evaluation of the effectiveness of design and operation of the
Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of December 31, 2007. Based on that review and evaluation, the Chief Executive Officer and Acting Principal Financial Officer, along with the management of the Company, have determined that as of December 31, 2007, the disclosure controls and procedures were not effective due to an inadvertent failure to include our Management’s Annual Report On Internal Control Over
Financial Reporting in our annual report on Form 10-KSB for the year ended December 31, 2007. As of the date of this amended report, the Company has taken the following steps to address this issue:
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1.
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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
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2.
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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 disclosure obligations.
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Management’s Annual Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of those internal controls. As defined by the SEC, internal control over financial reporting is a process designed by our chief executive officer and acting principal financial officer to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of the financial statements in accordance with U.S. generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, 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.
Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2007. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on our assessment and those criteria, we have concluded that our internal control over financial
reporting was effective as of December 31, 2007.
This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only
management’s report in this annual report.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting or in other factors identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the fourth quarter ended December 31, 2007 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities 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.
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By:
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/s/
Donald J. Ciappenelli
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Donald J. Ciappenelli,
Chief Executive Officer
By: /s/
Mary E. Thomas
Mary E. Thomas,
Acting Principal Financial Officer
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 Company and in the capacities and on the dates indicated.
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SIGNATURE
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TITLE
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DATE
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/s/
Donald J. Ciappenelli
Donald J. Ciappenelli
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President, Chief Executive Officer and Director
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August 21, 2008
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/s/
Mary E. Thomas
Mary E. Thomas
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Acting Principal Financial Officer and Director
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August 21, 2008
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/s/
Jerome Fields, M.D
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Jerome Fields, M.D.
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Director
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August 21, 2008
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/s/
Timothy Lincoln
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Director
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August 21, 2008
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EXHIBIT INDEX
Exhibit