UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Amendment No.
1
(Mark One)
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x
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Quarterly report pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934
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For the quarterly period ended March
31, 2008
OR
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o
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Transition report pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934
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For the transition period from
__________
to
___________
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Commission File No.
0-5667
Le@P Technology, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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65-0769296
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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5601 N. Dixie Highway, Suite 411,
Ft. Lauderdale, FL
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33334
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(Address of Principal Executive Offices)
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(Zip code)
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(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
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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.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
x
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Class A Common Stock, par value $0.01 per share; 65,195,909 outstanding as of May 5, 2008
Class B Common Stock, par value $0.01 per share; 25,000 shares outstanding as of May 5, 2008
Explanatory Note
Le@P Technology, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (“Amendment No. 1”) to amend our Form 10-Q for the quarter ended March 31, 2008 which was originally filed on May 9, 2008.
The Company filed an amendment to the December 31, 2007 10 KSB to include the disclosures required under Part II, Item 8A(T), Controls and Procedures, and revised its assessment of the disclosure controls from effective to ineffective for the year ended December 31, 2007. In addition, the Company revised and re-executed 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-K.
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-Q filed on May 9, 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-Q, other than those outlined in this document. This form 10-Q/A does not reflect events occurring after the filing of the original 10-Q/A, 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 4.
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Controls and Procedures
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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 March 31, 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:
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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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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 March 31, 2008 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
SIGNATURE
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.
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Dated: August 26, 2008
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By:
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/s/Donald J. Ciappenelli
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Chief Executive Officer
Mary E. Thomas
Acting Principal Financial Officer
Exhibit Index