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EX-31.2 - EXHIBIT 31.2 - LEAP TECHNOLOGY INC / DEex31_2.htm
EX-32.1 - EXHIBIT 32.1 - LEAP TECHNOLOGY INC / DEex32_1.htm
EX-31.1 - EXHIBIT 31.1 - LEAP TECHNOLOGY INC / DEex31_1.htm
EX-32.2 - EXHIBIT 32.2 - LEAP TECHNOLOGY INC / DEex32_2.htm
EX-10.37 - EXHIBIT 10.37 - LEAP TECHNOLOGY INC / DEex10_37.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 10-Q
(Mark One)
   
þ
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
   
For the quarterly period ended March 31, 2011
   
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 number 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)
   
     
5601 N. Dixie Hwy., 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.  þ Yes   o No
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 has been required to submit and post such files). o Yes   o No
 
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. (Check one):
             
Large accelerated filer o
 
Accelerated filer  o
 
Non-accelerated filer o
 
Smaller reporting company þ
       
(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).
o Yes   þ No
 
Class A Common Stock, par value $0.01 per share: 65,195,909 shares outstanding as of May 16, 2011
Class B Common Stock, par value $0.01 per share: 25,000 shares outstanding as of May 16, 2011
 


 
 

 
 
LE@P TECHNOLOGY, INC. AND SUBSIDIARIES
         
     
Page Number
       
 
3
 
         
 
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FINANCIAL INFORMATION
 
 
Financial Statements
 
Le@P Technology, Inc. and Subsidiaries
 
 
(Unaudited)

   
March 31,
   
December 31,
 
   
2011
   
2010
 
Assets
           
             
Current assets:
           
Cash
  $ 49,456     $ 2,448  
Prepaid expenses
    17,204       3,452  
Total current assets
    66,660       5,900  
                 
Property and equipment, net
    400,000       400,000  
                 
Other assets
    860       860  
                 
Total assets
  $ 467,520     $ 406,760  
 
See notes to condensed consolidated financial statements.
 
 
Le@P Technology, Inc. and Subsidiaries
 
Condensed Consolidated Balance Sheets
(continued)
(Unaudited)
 
   
March 31,
   
December 31,
 
   
2011
   
2010
 
             
Liabilities and Stockholders’ Deficiency
           
Current liabilities:
           
Accounts payable and accrued expenses
  $ 12,138     $ 9,141  
Accrued professional fees
    59,000       55,750  
Accrued compensation and related liabilities
    16,915       11,252  
Short-term notes payable to related party
    976,819       657,500  
Short-term accrued interest payable to related party
    205,632       192,841  
Total current liabilities
    1,270,504       926,484  
                 
Long-term notes payable to related party
          190,000  
                 
Long-term accrued interest payable to related party
          4,159  
                 
Total liabilities
    1,270,504       1,120,643  
                 
Commitments and contingencies
               
                 
Stockholders’ deficiency:
               
Preferred stock, $0.001 par value per share. Authorized 25,000,000 shares.  Issued and outstanding 2,170 shares at March 31, 2011 and December 31, 2010.
    2,170,000       2,170,000  
Class A Common Stock, $0.01 par value 149,975,000 shares authorized and 65,280,759 shares issued at March 31, 2011 and December 31, 2010.
    652,808       652,808  
Class B Common Stock, $0.01 par value per share. Authorized, issued and outstanding 25,000 shares at March 31, 2011 and December 31, 2010.
    250       250  
Additional paid-in capital
    35,981,387       35,981,387  
Accumulated deficit
    (39,557,969 )     (39,468,868 )
Treasury stock, at cost, 84,850 shares at March 31, 2011 and December 31, 2010.
    (49,460 )     (49,460 )
Total stockholders’ deficiency
    (802,984 )     (713,883 )
Total liabilities and stockholders’ deficiency
  $ 467,520     $ 406,670  
 
See notes to condensed consolidated financial statements.
 

Le@P Technology, Inc. and Subsidiaries
 
 
(Unaudited)
 
   
Three Months Ended
March 31,
 
   
2011
   
2010
 
             
Revenue
  $     $  
                 
Expenses:
               
Salaries and benefits
    10,711       12,302  
Professional fees
    43,310       30,128  
General and administrative
    22,130       25,871  
Total expenses
    76,151       68,301  
                 
Other income (expense):
               
Interest expense
    (12,950 )     (10,487 )
Interest income
          7  
Rental income
          10,794  
Total other income (expense)
    (12,950 )     314  
                 
Loss before income taxes
    (89,101 )     (67,987 )
                 
Provision for income taxes
           
                 
Net loss
    (89,101 )     (67,987 )
                 
Dividends undeclared on cumulative preferred stock
    54,250       54,250  
                 
Net loss attributable to common stockholders
  $ (143,351 )   $ (122,237 )
                 
Basic and diluted net loss per share:
               
Net loss per common share-Class A
  $ (0.00 )   $ (0.00 )
Net loss per common share-Class B
  $ (0.00 )   $ (0.00 )
Net loss attributable to common stockholders
  $ (0.00 )   $ (0.00 )
                 
Basic and diluted weighted average shares outstanding
    65,305,759       65,305,759  
 
See notes to condensed consolidated financial statements.
 
 
Le@P Technology, Inc. and Subsidiaries
 
 
(Unaudited)
 
   
Three months
Ended March 31,
 
   
2011
   
2010
 
Cash flows from operating activities:
           
Net loss
  $ (89,101 )   $ (67,987 )
Adjustments to reconcile net loss to net cash used in operating activities:
               
Depreciation
          339  
Loss on sale of asset
          700  
Changes in operating assets and liabilities:
               
Accounts receivable
          (17,784 )
Prepaid expenses and other current assets
    (13,752 )     (9,322 )
Other assets
          13,986  
Accounts payable and accrued expenses
    2,997       1,938  
Accrued interest payable to related party
    12,951       10,488  
Accrued compensation and related liabilities
    5,663       (5,138 )
Accrued professional fees
    3,250       26,375  
Net cash used in operating activities
    (77,992 )     (46,405 )
                 
                 
Cash flows from investing activities:
               
Proceeds from sale of property and equipment
          700  
Net cash provided by investing activities
          700  
                 
Cash flows from financing activities:
               
Proceeds from notes payable-related party
    125,000       145,000  
Net cash provided by financing activities
    125,000       145,000  
                 
Net increase in cash
    47,008       99,295  
Cash at beginning of period
    2,448       15,090  
Cash at end of period
  $ 49,456     $ 114,385  
                 
Supplemental disclosure of cash flow information
               
Interest paid
  $     $  
Income taxes paid
  $     $  
                 
Noncash financing activities
               
Capitalized accrued interest payable
  $ 4,319     $  
 
 
Le@P Technology, Inc. and Subsidiaries
 
 
March 31, 2011
(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 was formerly pursuing a strategy of acquiring and commercializing synergistic technologies to develop advanced products but has since then ceased investigating or consummating future investment and acquisition opportunities.
 
Notwithstanding the cessation of investment or acquisition activity, the Company may from time to time consider investment or acquisition opportunities which otherwise come to the attention of the Board of Directors of the Company (the “Board”).  The ability of the Company to pursue or ultimately consummate any such investment or acquisition opportunities will be dependent upon, among other things, its ability to obtain financing for such activities.
 
The only significant asset of the Company is its ownership of certain land in Broward County, Florida.  The land is zoned light industrial and consists of approximately one and one-third acres.  The Company’s lease of its Real Property to a tenant has expired and the Company has no immediate prospect of replacing the tenant.
 
Operating Losses and Cash Flow Deficiencies
 
The Company has experienced operating losses and deficiencies in operating cash flows.  Until the Company secures financing for and acquires 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, M. Lee Pearce, M.D. (the “Majority Stockholder”), and the proceeds from the Company’s sale of its investment in Healthology, Inc. (“Healthology”).
 
The Company has exhausted its liquid cash resources, and presently depends entirely upon loans from the Majority Stockholder to cover operating expenses for the remainder of this calendar year. The Company’s cash, in the aggregate amount of  $49,456 as of March 31, 2011, will not be sufficient to cover the current levels of operating expenses for more than a few months of 2011 beyond the date of this Current Report.
 
The Majority Stockholder has no commitment or obligation to provide any additional financing.  If the Majority Stockholder, in its discretion, provides such financing, there is no assurance that the Majority Stockholder will continue to do so in the future or regarding the terms of any such financing that the Majority Stockholder may elect to provide the Company.  The Company’s efforts to obtain financing may require significant costs and expenditures, and if the Company succeeds in obtaining financing, the financing terms could result in substantial dilution of existing equity positions and increased interest expense.
 
 
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 three months ended March 31, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011.
 
The condensed consolidated balance sheet at December 31, 2010 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-K for the year ended December 31, 2010.
 
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 April 2010, the FASB issued ASU No. 2010-17, Milestone Method of Revenue Recognition, a consensus of the FASB Emerging Issues Task Force (“ASU 2010-17”). ASU 2010-17 provides guidance on the criteria that should be met for determining whether the milestone method of revenue recognition is appropriate. A vendor can recognize consideration that is contingent upon achievement of a milestone in its entirety as revenue in the period in which the milestone is achieved only if the milestone meets all criteria to be considered substantive. This statement is effective prospectively for milestones achieved in fiscal years, and interim periods within those years, beginning on or after June 15, 2010. The implementation of ASU 2010-17 did not have a material impact on the Company’s consolidated financial statements.
 
In December 2010, the FASB amended its existing guidance for goodwill and other intangible assets. This authoritative guidance modifies Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if there are qualitative factors indicating that it is more likely than not that a goodwill impairment exists. The qualitative factors are consistent with the existing guidance which requires goodwill of a reporting unit to be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. This authoritative guidance becomes effective for the Company in fiscal 2012. The implementation of this authoritative guidance is not expected to have a material impact on the Company’s consolidated financial position or results of operations.
 
 
In April 2011, the FASB issued new guidance clarifying when a debt restructuring by a creditor constitutes a troubled debt restructuring, which is effective July 1, 2011 for all restructurings that occurred on or after January 1, 2011. Specifically, the guidance clarifies that a troubled debt restructuring only exists when a creditor makes a concession in interest rates or payment terms to a debtor experiencing financial difficulties. It provides additional guidance on determining what constitutes a concession, and on the use of probability in determining if a debtor could be experiencing financial difficulty prior to defaulting on payments. The adoption of this new guidance is not expected to have a material impact on the Company’s consolidated financial position or results of operations.
 
3.
Notes Payable to Related Parties
 
Parkson Property LLC (“Parkson”), a wholly-owned subsidiary of the Company, owns real property in Broward County, Florida (the “Real Property”).  Parkson purchased the Real Property on September 28, 2001 from Bay Colony Associates, Ltd. (“Bay Colony”), an entity wholly-owned by the Majority Stockholder.  The purchase price was based upon an independent third-party appraisal.  The long-term note and mortgage on the Real Property was replaced with a new long-term note with principal in the amount of $562,500, first on March 17, 2006, then on October 24, 2007, then on January 15, 2010, and then again on January 31, 2011 (the “2011 Parkson Replacement Note”).  The 2011 Parkson Replacement Note bears interest at the rate of 7% per annum.  The principal and interest on the note substantially exceed the value of the Real Property, and are due on the note’s maturity date of January 8, 2012.
 
On January 31, 2011, the Company consolidated three working capital loans (and their corresponding accrued interest of $4,319) that matured on January 8, 2011 into one renewal note in the amount of $99,319 that matures on January 8, 2012.  With the exception of extending the maturity date until January 8, 2012, the terms of the renewal note are the same as the original notes.
 
On March 3, 2010, September 1, 2010, and January 6, 2011 the Company received working capital loans from the Majority Stockholder in the amount of $130,000, $60,000 and $125,000, respectively.  All three of the loans are unsecured and evidenced by promissory notes which accrue interest at the prime rate.  Interest and principal are due in one lump sum on the maturity date of January 8, 2012.
 
Subsequent to March 31, 2011, the Company received an additional working capital loan on April 22, 2011 in the amount of $100,000.  The loan is unsecured and evidenced by a promissory note which accrues interest at the prime rate.  Interest and principal are due in one lump sum on the maturity date of January 8, 2012.
 
4.
Financial Instruments and Fair Values
 
The fair value of a financial instrument represents the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.  Fair value estimates are made at a specific point in time, based upon relevant market information about the financial instrument.
 
 
The carrying amount of cash and other assets approximates fair value due to the short-term maturities of these instruments.
 
The fair values of all other financial instruments, including debt, approximate their book values as the instruments are short-term in nature or contain market rates of interest.
 
 
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 has previously ceased investigating or consummating future investment and acquisition opportunities. Notwithstanding this, the Company may from time to time consider investment or acquisition opportunities which otherwise come to the attention of the Board.  The ability of the Company to pursue and ultimately consummate any such investment or acquisition opportunities will be dependent upon, among other things, the Company’s ability to obtain financing for such activities.
 
 
Competition
 
The Company faces a highly competitive, rapidly evolving business environment if the Company were to resume its attempts to seek, 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 has practically exhausted its liquid cash resources.  The Company’s cash, in the aggregate amount of  $49,456 as of March 31, 2011, will not be sufficient to cover the current levels of operating expenses for more than a few months of 2011 beyond the date of this Current Report.  The Company’s lease of its Real Property to a tenant has expired and the Company does not expect to obtain a new tenant in the short-term future.  Therefore, the Company entirely depends upon continued working capital advances from its Majority Stockholder.
 
On January 31, 2011, the Company consolidated three working capital loans (and their corresponding accrued interest of $4,319) that matured on January 8, 2011 into one renewal note in the amount of $99,319 that matures on January 8, 2012.  With the exception of extending the maturity date until January 8, 2012, the terms of the renewal note are the same as the original notes.
 
On March 3, 2010, September 1, 2010, and January 6, 2011 the Company received working capital loans from the Majority Stockholder in the amount of $130,000, $60,000 and $125,000, respectively.  All three of the loans are unsecured and evidenced by promissory notes which accrue interest at the prime rate.  Interest and principal are due in one lump sum on the maturity date of January 8, 2012.
 
Subsequent to March 31, 2011, the Company received an additional working capital loan on April 22, 2011 in the amount of $100,000.  The loan is unsecured and evidenced by a promissory note which accrues interest at the prime rate.  Interest and principal are due in one lump sum on the maturity date of January 8, 2012.
 
The Company’s condensed consolidated financial statements for the twelve months ended December 31, 2010 and March 31, 2011 have been prepared on a going-concern basis, which contemplates the realization of assets and liabilities in the normal course of business. This means that there is substantial doubt that the Company can continue as an on-going business for the next year unless the Company can succeed in obtaining additional financing to pay its bills.  The Company has no operating revenues and even if the Company were to acquire a start-up business, that strategy is neither designed nor expected to generate any such revenues in the near future.  The Company is continuing to pursue additional external funding or investment, and will also actively seek further to reduce operating expenses.
 
Because the Company expects to exhaust its cash resources in 2011, and does not have any active business operations to generate cash flow to fund its operations, the Company will need to raise additional cash or cease operations and liquidate.  There can be no assurance that the Company will be successful in raising additional cash or avoiding liquidation.  The worldwide markets for debt and equity remain unfavorable and depressed, which has complicated and continues to hinder the Company’s efforts to obtain financing.  The Company has requested that the Majority Stockholder provide additional financing for the Company’s current operations.  The Majority Stockholder has no commitment or obligation to provide such additional financing.  If the Majority Stockholder, in its discretion, provides such financing, there is no assurance that the Majority Stockholder will continue to do so in the future or regarding the terms of any such financing that the Majority Stockholder may elect to provide to the Company.  The Company’s efforts to obtain financing may require significant costs and expenditures, and if the Company succeeds in obtaining financing, the financing terms could result in substantial dilution of existing equity positions and increased interest expense.
 
 
The Company’s continued existence, therefore, depends entirely upon obtaining additional financing in the form of debt or equity for which the Company has no present commitments.  If the Company does not succeed in raising additional financing, it will be forced to cease operations, terminate its reporting as a public company and ultimately, liquidate or dissolve, resulting in the loss of equity investments in the Company.
 
Financial Condition at March 31, 2011 Compared to December 31, 2010
 
The Company’s total assets increased from approximately $407,000 at the end of 2010 to approximately $468,000 at March 31, 2011, primarily reflecting the increase in cash from receipt of the $125,000 working capital loan from the Majority Stockholder on January 6, 2011, offset by the use of approximately $76,000 for operating expenses.
 
The Company’s total liabilities increased from approximately $1,121,000 at the end of 2010 to approximately $1,271,000 at March 31, 2011, primarily due to the Company’s incurring liabilities under short-term notes payable to a related party of $125,000, and an increase in interest payable to a related party (classified as short-term for the current year).
 
The Company’s working capital deficit increased from approximately ($519,724) at the end of 2010 to approximately ($802,984) at March 31, 2011, primarily reflecting the reclassification of certain of the Company’s obligations for principal and accrued interest to the Majority Shareholder from a long term liability at the end of 2010 to a short term liability at March 31, 2011.
 
Comparison of Results of Operations for the Three Months Ended March 31, 2011 to the Three Months Ended March 31, 2010
 
The Company’s net operating loss increased from approximately $68,000 for the three months ended March 31, 2010 to approximately $89,000 for the three months ended March 31, 2011.  The variance primarily reflects an increase in professional fees of approximately $13,000 and lack of rental income in the three months ending March 31, 2011 (as compared to approximately $11,000 of rental income in the three months ended March 31, 2010).
 
Item 3.                   Quantitative and Qualitative Disclosures About Market Risk
 
Not required
 
 
Item 4.                   Controls and Procedures
 
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 Acting Principal 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 March 31, 2011, the end of the period covered by this report.  Based on that review and evaluation, the Acting Principal Executive Officer and Acting Principal Financial Officer, along with the management of the Company, have determined that as of March 31, 2011, the disclosure controls and procedures are effective.
 
Changes in Internal Controls Over Financial Reporting During Last Fiscal Quarter
 
Our Acting Principal Executive Officer and Acting Principal Financial Officer have identified no change in the Company’s “internal control over financial reporting” (as defined in Securities Exchange Act of 1934 Rule 13a-15(f)) that occurred during the period covered by this quarterly report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
 
PART II.               OTHER INFORMATION
 
Item 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.
 
As of March 31, 2011, the Company is not involved in any material claims or lawsuits.
 
Item 2.                   Unregistered Sales of Equity Securities and Use of Proceeds
 
The Company did not have any unregistered sales of equity securities during the fiscal quarter ending March 31, 2011.
 
Item 3.                   Defaults Upon Senior Securities
 
None.
 
Item 4.                   [Removed and Reserved]
 
 
Item 5.                   Other Information
 
None.
 
               
Item 6. Exhibits
   
10.37
Promissory note dated April 21, 2011, in the principal amount of $100,000 issued to the M. Lee Pearce Living Trust.*
   
31.1
Certification of Acting Principal 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 Acting Principal 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
 
 
 
Pursuant to the requirements 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.
 
       
Dated:  May 16, 2011
By:
/s/ Timothy Lincoln
 
   
Timothy Lincoln
 
   
Acting Principal Executive Officer
 
       
 
By:
/s/ Mary E. Thomas
 
   
Mary E. Thomas
 
   
Acting Principal Financial Officer
 
 
 
Exhibit Index
 
Exhibit
Description
   
Promissory Note dated April 21, 2011, in the principal amount of $100,000 issued to the M. Lee Pearce Living Trust.
   
Certification of Acting Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
Certification of Acting Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
Certification of Acting Principal Executive Officer relating to Periodic Financial Report Pursuant to 18 U.S.C. Section 1350.
   
Certification of Acting Principal Financial Officer relating to Periodic Financial Report pursuant to 18 U.S.C. Section 1350.
 
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