Quarterly Report (10-q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

 

(Mark One)

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

 

For the quarterly period ended June 30, 2016

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 0-5667

Le@P Technology, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware		65-0769296
(State or Other Jurisdiction of  Incorporation or Organization)		(I.R.S. Employer Identification No.)

5601 N. Dixie Hwy., Suite 411, Ft. Lauderdale, FL		33334
(Address of Principal Executive Offices)		(Zip Code)

[phone]

(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   ☐ 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). ☑ Yes   ☐ 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 ☐	Accelerated  filer   ☐	Non-accelerated filer ☐	Smaller reporting company ☑
		(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).

☐ Yes   ☑ No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class A Common Stock, par value $0.01 per share: 65,195,909 shares outstanding as of August 15, 2016

Class B Common Stock, par value $0.01 per share: 25,000 shares outstanding as of  August 15, 2016

 

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LE@P TECHNOLOGY, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

		Page Number
PART I.	FINANCIAL INFORMATION	4
Item 1.	Condensed Consolidated Financial Statements	4
	Condensed Consolidated Balance Sheets at June 30, 2016 (Unaudited) and December 31, 2015	4
	Condensed Consolidated Statements of Operations for the six months ended June 30, 2016 and 2015 (Unaudited)	6
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2016 and 2015 (Unaudited)	7
	Notes to Condensed Consolidated Financial Statements at June 30, 2016 (Unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4.	Controls and Procedures	16
PART II.	OTHER INFORMATION	17
Item 1.	Legal Proceedings	17
Item 1A.	Risk Factors	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3.	Defaults Upon Senior Securities	17
Item 4.	Mine Safety Disclosures	17
Item 5.	Other Information	17
Item 6.	Exhibits	18
	SIGNATURES	22
	EXHIBIT 31.1	23
	EXHIBIT 31.2	24
	EXHIBIT 32.1	25
	EXHIBIT 32.2	26

 

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PART I.

FINANCIAL INFORMATION

 

Item 1.

Condensed Consolidated Financial Statements

 

Le@P Technology, Inc. and Subsidiaries

 

Condensed Consolidated Balance Sheets

		(Unaudited)
		June 30, 2016				December 31, 2015
Assets
Current assets:
Cash and cash equivalents		$	393,867			$	548,514
Prepaid expenses			26,630				14,887
Total current assets			420,497				563,401
Property held for sale			400,000				400,000
Other assets			170				170
Total assets		$	820,667			$	963,571

See notes to condensed consolidated financial statements.

 

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Le@P Technology, Inc. and Subsidiaries

 

Condensed Consolidated Balance Sheets

(continued)

 

		(Unaudited)
		June 30, 2016				December 31, 2015
Liabilities and Stockholders’ Deficiency
Current liabilities:
Accounts payable and accrued expenses		$	12,802			$	29,139
Accrued professional fees			3,089				7,401
Accrued compensation and related liabilities			23,944				15,510
Short-term notes payable to related party			3,979,607				-
Short-term accrued interest payable to related party			49,881				-
Total current liabilities			4,069,323				52,050
Long-term notes payable to related party			-				3,979,607
Long-term accrued interest payable to related party			-				273
Total liabilities			4,069,323				4,031,930
Commitments and contingencies
Stockholders’ deficiency:
Preferred stock, $0.001 par value per share.  25,000,000 shares authorized, and 2,170 shares issued and outstanding at June 30, 2016 and December 31, 2015.			2,170,000				2,170,000
Class A Common Stock, $0.01 par value per share.  149,975,000 shares authorized, and 65,280,759 shares issued and outstanding at June 30, 2016 and December 31, 2015.			652,808				652,808
Class B Common Stock, $0.01 par value per share.  25,000 shares authorized, issued and outstanding at June 30, 2016 and December 31, 2015.			250				250
Additional paid-in capital			35,981,387				35,981,387
Accumulated deficit			(42,003,641	)			(41,823,344	)
Treasury stock, at cost.  84,850 Class A shares at June 30, 2016 and December 31, 2015.			(49,460	)			(49,460	)
Total stockholders’ deficiency			(3,248,656	)			(3,068,359	)
Total liabilities and stockholders’ deficiency		$	820,667			$	963,571

See notes to condensed consolidated financial statements.

 

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Le@P Technology, Inc. and Subsidiaries

 

Condensed Consolidated Statements of Operations

 

(Unaudited)

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2016				2015				2016				2015
Revenue		$	-			$	-			$	-			$	-
Expenses:
Salaries and benefits			20,802				12,181				27,495				17,672
Professional fees			14,172				28,381				41,086				82,479
General and administrative			31,554				37,267				62,107				72,820
Total expenses			66,528				77,829				130,688				172,971
Loss from operations			(66,528	)			(77,829	)			(130,688	)			(172,971	)
Other income (expense):
Rental income			-				-				-				-
Interest expense			(24,804	)			(34,912	)			(49,609	)			(69,441	)
Total other income (expense)			(24,804	)			(34,912	)			(49,609	)			(69,441	)
Loss before income taxes			(91,332	)			(112,741	)			(180,297	)			(242,412	)
Provision for income taxes			-				-				-				-
Net loss			(91,332	)			(112,741	)			(180,297	)			(242,412	)
Loss from discontinued operations			(2,402	)			(2,447	)			(4,805	)			(4,895	)
Net loss			(93,734	)			(115,188	)			(185,102	)			(247,307	)
Dividends undeclared on cumulative preferred stock			54,250				54,250				108,500				108,500
Net loss attributable to common stockholders		$	(147,984	)		$	(169,438	)		$	(293,602	)		$	(355,807	)
Basic and diluted net loss per share:
Net loss per common share		$	( 0.00	)		$	( 0.00	)		$	( 0.00	)		$	( 0.00	)
Net loss attributable to common stockholders		$	( 0.00	)		$	( 0.00	)		$	( 0.01	)		$	( 0.01	)
Basic and diluted weighted average shares outstanding			65,305,759				65,305,759				65,305,759				65,305,759

See notes to condensed consolidated financial statements

 

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L e@P Technology, Inc. and Subsidiaries

 

Condensed Consolidated Statements of Cash Flows

 

(Unaudited)

 

		Six months Ended June 30,
		2016				2015
Cash flows from operating activities:
Net loss		$	(180,297	)		$	(242,412	)
Changes in operating assets and liabilities:
Prepaid expenses			(11,743	)			(7,516	)
Accounts payable and accrued expenses			(16,337	)			(4,733	)
Accrued professional fees			(4,312	)			(18,939	)
Accrued compensation and related liabilities			8,433				1,322
Accrued interest payable to related party			49,609				69,441
Net cash used in operating activities			(154,647	)			(202,837	)
Net decrease in cash			(154,647	)			(202,837	)
Cash and cash equivalents at beginning of period			548,514				789,195
Cash and cash equivalents at end of period		$	393,867			$	586,358
Supplemental disclosure of cash flow information
Interest paid		$	-			$	-
Income taxes paid		$	-			$	-

See notes to condensed consolidated financial statements.

 

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Le@P Technology, Inc. and Subsidiaries

 

Notes to Condensed Consolidated Financial Statements

 

June 30, 2016

(Unaudited)

 

1.	The Company

 

Le@P Technology, Inc. (the “Company”) currently has no business operations, no revenues or revenue-producing activities.  As further discussed below, the Company has limited cash, and ongoing expenses as well as substantial indebtedness and liabilities .

 

As previously reported i n the Company’s Current Report on Form 8-K and 8-K/A dated December 31, 2015 (the “December 2015 8-K”), in December 2015 the Company received a $100,000 loan (the “December 2015 Loan”), on the terms disclosed (including a 2.50% interest rate and maturity date for principal and all accrued interest of March 31, 2017), from the M. Lee Pearce Living Trust (the “Majority Stockholder Trust”), of which the Company’s indirect and beneficial majority stockholder, M. Lee Pearce, M.D. (“Dr. Pearce”), is the 100% beneficial owner (Dr. Pearce, together with entities owned or controlled by him that own capital stock of the Company, are collectively referred to as the “Majority Stockholder”) .  The Majority Stockholder’s beneficial ownership of the Company’s issued and outstanding capital stock is reported under Item 12 (in the section entitled “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters”) below.  The Company has received no additional loans, advances or funding, from the Majority Stockholder Trust or any other party, since December 2015.  Based on the Company’s year-to-date and anticipated operating expenses and management’s internally prepared cash budget for the 9-month period ending March 31, 2017 (the “9-month Cash Budget”), management believes that the Company’s current cash and cash equivalents will be sufficient to fund the Company’s working capital requirements at least through March 31, 2017. The Company’s 9-Month Cash Budget includes allocations for the funding of up to $15,000 for the investigation and initial pursuit of possible acquisition, joint venture and investment opportunities as discussed further below (including due diligence, investigation and initial/preliminary legal expenses, but not purchase price or legal or accounting expenses associated with negotiating, reaching a definitive agreement regarding or consummating any such transaction).

 

During 2016, the Company’s Board of Directors (the “Board” or “Board of Directors”) plans to continue to consider and (as applicable and as it deems appropriate) pursue, subject to budget and cash constraints, potential acquisition and possibly joint venture and investment opportunities (particularly those in the health care technology, products and services and life sciences arenas) (“Opportunities”) that may come to the attention of Board members or management.  This may include Opportunities introduced by Dr. Pearce or his network of contacts.  The Board from time to time also evaluates other alternatives with respect to the Company and its future.  The Board held a number of planning discussions regarding the Company’s pursuit of Opportunities during 2015 with both management and, through a Board representative, with Dr. Pearce, and this process remains the subject of Board discussion and review.  As of June 30, 2016, the Company was not evaluating or pursuing any specific Opportunities. As noted above, t he Company’s 9-month Cash Budget includes an allocation of up to $15,000 for limited funding of the investigation and initial pursuit of possible O pportunities. The ability of the Company to identify, reach (preliminary or definitive) agreement on and/or ultimately consummate any such Opportunity is dependent upon, among other things, the Company’s ability to obtain additional funding and financing for, and to source, negotiate and execute on, such Opportunities (and to fund and provide for post-transaction personnel, support, working capital and other needs as applicable).

 

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The only material asset of the Company (other than cash and cash equivalents and prepaid expenses) is the Real Property, which is owned by Le@P Technology, Inc.’s wholly-owned subsidiary, Parkson.  The Real Property is zoned light industrial, consists of approximately one and one-third acres and is currently undeveloped and unleased.  In order to lease the Real Property, certain regulatory compliance and possibly development matters would need to be addressed (and the expenses associated therewith paid).  The Real Property is encumbered by a note (as discussed and defined further in Item 2 below, the “December 2015 Parkson Replacement Note”) and related mortgage in the aggregate principal amount as of December 31, 2015 of $916,183.  The December 2015 Parkson Replacement Note bears interest at the rate of 2.50% per annum and matures (both principal and all accrued interest) on March 31, 2017.   The Company realized $1,400 in rental income associated with the Real Property in 2015, and had operating, financing and insurance costs associated with the Real Property that exceeded the income realized .

 

As reported on the Company’s Current Report on Form 8-K dated April 15, 2016 (the “April 2016 8-K), subsequent to March 31, 2016 the Company entered into a material definitive agreement on April 15, 2016 to sell Real Property owned by the Company’s wholly-owned subsidiary Parkson Property, L.L.C.  The contract provides for (i) a gross sale price of $1.4 million (all cash, with no financing contingency), (ii) an escrow deposit from Buyer of $100,000, (iii) a 90-day “free look” period (the “Inspection Period”) during which Buyer could conduct a Phase I environmental assessment and other tests, surveys, investigations and inspections, (iv) conveyance of the property by special warranty deed at a closing to occur within fifteen (15) days of the end of the Inspection Period, (v) closing costs to be paid by the parties, and (vi) other matters included in Florida Association of Realtors form contracts addressing the sale and purchase of vacant land.  In addition, commissions of 3% are to be paid to the Buyer’s agent and 3% to the Company’s agent.  The Company’s agent is Marquette Realty Advisors, Inc.  The Company’s Class B Director, Chairman and President (Timothy C. Lincoln) is the principal and beneficial owner of Marquette Realty Advisors, Inc.

 

The Company’s total indebtedness outstanding as of June 30, 2016 was $3,979,607 (excluding accrued interest in the amount of $49,881).  The Company’s indebtedness substantially exceeds the book value of its assets.  As noted above, in December 2015, (i) the Company received the $100,000 December 2015 Loan from Majority Stockholder Trust, and (ii) through the December 2015 Parkson Replacement Note, the lender thereunder (an entity wholly-owned by Dr. Pearce), among other things, extended the maturity date (principal and all accrued interest) under that note from March 31, 2016 to March 31, 2017.  In addition, as previously reported i n the Company’s December 2015 8-K and 8-K/A, in December 2015, the Majority Stockholder Trust, among other things, agreed to extend the maturity date (principal and all accrued interest) on its other outstanding “working capital” loans to the Company (totaling $2,963,424 in principal amount as of December 31, 2015 , excluding the $100,000 December 2015 Loan amount ), such that t he principal and all accrued interest (at the rate of 2.50% per annum) are due in one lump sum on March 31, 2017.  A s noted above, the Company’s management believes, based on the Company’s recent and expected operating expenses and the 9-month Cash Budget, that the Company’s cash resources will be sufficient to fund the Company’s working capital requirements at least through March 31, 2017.

 

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Operating Losses and Cash Flow Deficiencies

 

As noted above and in previous reports filed by the Company with the Securities Exchange Commission (the “SEC”) , the Company currently has no business operations, no revenues or revenue-producing activities, and has limited cash, and ongoing expenses as well as substantial indebtedness and liabilities .  Throughout its recent history, the Company has relied entirely upon the Majority Stockholder Trust (and other affiliates of Dr. Pearce) to fund working capital and expenses (and to extend maturities on indebtedness owing to the Majority Stockholder Trust and other affiliates of Dr. Pearce), acting in its (and their) discretion.  The Company has received no loans, advances or funding, from the Majority Stockholder Trust or any other party, since December 2015.  Neither the Majority Stockholder Trust nor any other party has made any commitment or undertaken any obligation to provide additional funding or financing to the Company (or to extend the maturity dates on existing indebtedness), including in connection with working capital needs, preparing, negotiating, reaching a definitive agreement with respect to or consummating any Opportunities or furthering the commercial development or improvement of the Real Property.  There can be no assurance that the Majority Stockholder Trust (or any other affiliate of Dr. Pearce or any other party) will provide funding or financing to the Company, or that the Majority Stockholder Trust (or any other affiliate of Dr. Pearce) will agree to extend the maturity dates on any existing indebtedness.  In addition, if the Majority Stockholder Trust (or any affiliate of Dr. Pearce) , in its discretion, were to provide or facilitate any such additional funding or financing, there can be no assurance that the Majority Stockholder Trust (or such affiliate) would continue to do so (or extend maturity dates on existing indebtedness) in the future, or regarding the amount, terms, restrictions or conditions of any such funding or financing.  The Company’s sourcing of additional funding or financing to enable it to fund its working capital requirements beyond March 31, 2017 may require significant effort, costs and expenditures, and if the Company succeeds in obtaining such funding or financing, the terms and conditions could be onerous and result in substantial dilution of existing capital stock positions as well as 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 consolidated 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, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016.

 

The condensed consolidated balance sheet at December 31, 2015 has been derived from the audited consolidated 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 consolidated 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, 2015.

 

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Consolidation

 

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries.  All significant intercompany accounts and transactions have been eliminated in consolidation.

 

Recent Accounting Pronouncements

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, 2015 for recent accounting pronouncements.  Other pronouncements have been issued but the Company does not believe that their adoption will have a significant impact on the financial position or results of operations.

 

3.	Notes Payable to Related Parties

 

As noted above, Le@P Technology, Inc.’s wholly-owned subsidiary, Parkson, owns the Real Property.  Parkson purchased the Real Property on September 28, 2001 from Bay Colony Associates, Ltd. (“Bay Colony”), an entity wholly-owned by Dr. Pearce, in exchange for a two-month note in the amount of $37,500, and a five-year note (the “Long Term Note”) and related mortgage in the amount of $712,500.  The purchase price was based on an independent third-party appraisal.  As previously reported in the Company’s December 2015 8-K and 8-K/A, the Long Term Note was replaced a number of times and is currently evidenced by the December 2015 Parkson Replacement Note (as defined above) in the principal amount of $916,183.  The December 2015 Parkson Replacement Note bears interest at the rate of 2.50% per annum, with both principal and all accrued interest due in one lump sum on March 31, 2017.

 

As previously reported in the Company’s December 2015 8-K and 8-K/A, and as discussed above, the Majority Stockholder Trust, of which Dr. Pearce is the 100% beneficial owner, provided the Company with the $100,000 December 2015 Loan in December 2015.  The Company has received no additional loans, advances or funding, from the Majority Stockholder Trust or any other party, since December of 2015.

 

In addition to the December 2015 Loan, the Majority Stockholder Trust previously made other working capital loans to the Company, which were, prior to their combination and extension (as described below), evidenced by a combined promissory note made by the Company in favor of the Majority Stockholder Trust and dated December 27, 2014 (in the original principal amount of $2,852,359) (the “2014 Working Capital Note”).  The maturity date of the 2014 Working Capital Note was, prior to its agreed extension (as described below), March 31, 2016.

 

As previously reported initially in the Company’s December 2015 8-K and 8-K/A, and as discussed above, on December 31, 2015, the Majority Stockholder Trust, as holder of and payee under the 2014 Working Capital Note, agreed: (i) to extend the maturity date of the total outstanding indebtedness under the 2014 Working Capital Note from March 31, 2016 to March 31, 2017 (the “Extended Maturity Date”), and (ii) to combine the total outstanding indebtedness evidenced by and under the December 2015 Loan (as described above) and the 2014 Working Capital Note (including its outstanding principal amount and accrued interest through December 30, 2015) into a single promissory note, thereby replacing the 2014 Working Capital Note with a 2015 Combined Promissory Note (Working Capital) dated December 31, 2015 in the principal amount of $3,063,424 (the “2015 Combined Promissory Note”).  The principal and all accrued interest – at the agreed rate of 2.50% per annum – under the 2015 Combined Promissory Note are due in one lump sum on the Extended Maturity Date of March 31, 2017.  Other than the new (combined) principal amount, which includes the principal amount of the December 2016 Loan, the reduction of the rate to 2.50% per annum from 3.75% per annum, and the extension of the maturity date, in each case as noted above, the terms of the 2014 Working Capital Note were not changed and this note (and the obligations thereunder) is now incorporated in and replaced and evidenced by the 2015 Combined Promissory Note.

 

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Throughout its recent history, the Company has relied entirely upon the Majority Stockholder Trust (and other affiliates of Dr. Pearce) to fund working capital and expenses (and to extend maturities on indebtedness owing to the Majority Stockholder Trust and other affiliates of Dr. Pearce), acting in its (and their) discretion.  The Company has received no loans, advances or funding, from the Majority Stockholder Trust or any other party, since December 2015.  Neither the Majority Stockholder Trust nor any other party has made any commitment or undertaken any obligation to provide additional funding or financing to the Company (or to extend the maturity dates on existing indebtedness).  There can be no assurance that the Majority Stockholder Trust (or any other affiliate of the Majority Stockholder or any other party) will provide funding or financing to the Company, or that the Majority Stockholder Trust (or any other affiliate of the Majority Stockholder) will agree to extend the maturity dates on any existing indebtedness.  In addition, if the Majority Stockholder Trust (or any affiliate of the Majority Stockholder), in its discretion, were to provide or facilitate any such funding or financing, there can be no assurance that the Majority Stockholder Trust would continue to do so (or extend maturity dates on existing indebtedness) in the future, or regarding the amount, terms, restrictions or conditions of any such funding or financing.

 

All of the Company’s existing outstanding indebtedness is scheduled to mature on March 31, 2017.  The total amount of such indebtedness (principal and interest), all due to related parties, as of June 30, 2016 was $4,029,489.

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 cash equivalents 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.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Statements

Certain statements in Management’s Discussion and Analysis (“MD&A”), other than purely historical information, including estimates, projections, forecasts, statements relating to the plans, objectives and expected or anticipated business, operations, development, pursuits, liquidity, capital resources, financial condition or operating results of the Company, 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 (the “Exchange Act”).  These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “seek”, “estimate,” “budget,” “intend,” “strategy,” “plan,” “objective,” “goal,” “propose,” “pursuit,” “may,” “should,” “will,” “would,” “will be,” “can”, “could,” “will continue,” “will likely result,” and similar words, statements and expressions.  Forward-looking statements are based on current beliefs, expectations and assumptions that are subject to risks and uncertainties that can be difficult to predict or ascertain and which may cause the actual results to differ materially from the forward-looking statements.   In light of the significant uncertainties inherent in the forward-looking statements included herein particularly in view of the current state of the Company, the inclusion of such information should not be regarded as a statement by the Company or any other person that these forward-looking statements (or the Company’s goals, objectives, plans, pursuits, intentions, or other forward-looking information derived therefrom) will be achieved.  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:

 

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•

The ability to raise capital or obtain additional funding or financing;

•

The ability to extend maturities on existing outstanding indebtedness;

•

The ability to execute the Company’s strategy (including in respect of possible Opportunities) in a very competitive environment;

•

The degree of financial leverage and related borrowing and interest expense obligations;

•

The ability to control future operating and other expenses;

•

Risks associated with the capital markets and investment climate;

•

Risks associated with acquisitions and other Opportunities (including those with identifying, sourcing, obtaining funding and financing for, and negotiating, documenting and executing on, Opportunities, as well as funding and providing for post-transaction personnel, support, working capital and other needs);

•

Regulatory considerations and related requirements under the Securities Exchange Act of 1934 and 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

 

As noted above and in previous reports filed by the Company with the SEC, the Company currently has no business operations , no revenues or revenue-producing activities, and has limited cash, and ongoing expenses as well as substantial indebtedness and liabilities.

 

During the remainder of 2016, the Company’s Board of Directors plans to continue to consider, subject to budget and cash constraints, potential acquisition and possibly joint venture and investment Opportunities that may come to the attention of Board members or management.  This may include Opportunities introduced by Dr. Pearce or his network of contacts.  The Board from time to time may also evaluate other alternatives with respect to the Company and its future.  The Board held a number of discussions regarding the Company’s consideration of possible Opportunities during 2015 and the first calendar quarters of 2016 with both management and, through a Board member, with Dr. Pearce, but, as of June 30, 2016, the Company had not identified, and was not conducting due diligence with respect to or pursuing, any specific Opportunities. As noted above, t he Company’s 9-month Cash Budget includes an allocation of up to $15,000 for limited funding of the investigation and initial pursuit of possible O pportunities.  The ability of the Company to identify, reach (preliminary or definitive) agreement on and/or ultimately consummate any such Opportunity is dependent upon, among other things, its ability to obtain additional funding and financing for, and to source, negotiate and execute on, such Opportunities (and to fund and provide for post-transaction personnel, support, working capital and other needs as applicable).

 

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Competition

 

In considering, approaching and possibly pursuing Opportunities, the Company faces a highly competitive, rapidly evolving and difficult environment.  Potential competitors for Opportunities include a wide variety of venture capital, private equity, investment and other funds, as well as individual, private and public investors, joint venture partners and acquirers, and other organizations (including strategically positioned operating companies pursuing the same or similar acquisition, investment and/or joint venture opportunities), most of which enjoy capital, access to capital and significantly greater financial, management, operational and technical resources than the Company .

 

Liquidity and Capital Resources

 

The Company’s cash and cash equivalents as of June 30, 2016 aggregated $393,867 which management believes, based on the Company’s recent and expected operating expenses and internally prepared 9-month Cash Budget, will be sufficient to fund the Company’s working capital requirements through March 31, 2017, but will not be sufficient to repay the $4,029,489 principal amount and accrued interest thereon as of June 30, 2016 due on March 31, 2017 in connection with the December 2015 Parkson Replacement Note and the 2014 Combined Promissory Note.  As previously reported i n the Company’s December 2015 8--K and 8-K/A and as discussed above under Note 3 (”Notes Payable to Related Parties”) to the Notes to Condensed Consolidated Financial Statements, in December 2015 the Company received the December 2015 Loan in the principal amount of $100,000, on the terms disclosed (including a 2.50% interest rate and maturity date for principal and all accrued interest of March 31, 2017) from the Majority Stockholder Trust.  In the event (a) the Company does not generate revenue or income sufficient to fund its operations, activities and expenses, or (b) t hird-party funding or financing does not become available to the Company on terms acceptable to the Company prior to the Company exhausting its existing cash and cash equivalents, the Company will not be able (1) to pay-off its existing indebtedness when it matures (on March 31, 2017), or (2) to fund its working capital, operations or related expenses and would be entirely dependent upon the continued funding, loans and working capital advances from the Majority Stockholder Trust (which are provided in the Majority Stockholder Trust’s sole discretion).  The Company has received no loans, advances or funding, from the Majority Stockholder Trust or any other party, since December 2015.  N either the Majority Stockholder Trust nor any other party has made any commitment or undertaken any obligation to provide additional funding or financing to the Company (or to extend the maturity dates on existing indebtedness), including in connection with working capital needs, preparing, negotiating, reaching a definitive agreement with respect to or consummating any Opportunities.   There can be no assurance that the Majority Stockholder Trust (or any other affiliate of Dr. Pearce or any other party) will provide funding or financing to the Company, or that the Majority Stockholder Trust (or any other affiliate of Dr. Pearce) will agree to extend the maturity dates on any existing indebtedness.  In addition, if the Majority Stockholder Trust (or any affiliate of Dr. Pearce), in its discretion, were to provide or facilitate any such additional funding or financing, there can be no assurance that the Majority Stockholder Trust would continue to do so (or extend maturity dates on existing indebtedness) in the future, or regarding the amount, terms, restrictions or conditions of any such funding or financing.  The Company’s sourcing of additional funding or financing may require significant effort, costs and expenditures, and if the Company succeeds in obtaining such financing, the financing terms could be onerous and result in substantial dilution of existing capital stock positions as well as increased interest expense.

 

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The Majority Stockholder Trust is the sole owner of the outstanding shares of the Company’s Series B Preferred Stock.  Dividends on the Series B Preferred Stock are cumulative and accrue at a rate of 10% per annum on the preferred stock’s stated liquidation value of $1,000 per share and must be paid before any dividends may be paid on any other class or series of common or preferred stock; in addition, no other class or series of common or preferred stock may be redeemed or repurchased nor may the Series B Preferred Stock be altered or modified without the approval of the holder(s) of the Series B Preferred Stock.  As of June 30, 2016, dividends of $3,647,000 were accumulated and unpaid on the Company’s Series B Preferred Stock.  The accumulated amount, in addition to any additional amounts that may accrue, will be charged to retained earnings, if any, or additional paid-in capital, if and/or when declared by the Company’s Board of Directors.

 

As noted above under Note 1 of the Notes to Condensed Consolidated Financial Statements, the Company has no operating revenues and, even though the Company plans to continue to consider, subject to budget and cash constraints, potential Opportunities, there can be no assurance that this strategy will be successful or that it will generate any operating revenues or income in the future.

Financial Condition at June 30, 2016 Compared to December 31, 2015

 

The Company’s total assets decreased from approximately $964,000 at the end of 2015 to approximately $821,000 at June 30, 2016, primarily reflecting the decrease of cash and cash equivalents used for payments of operating expenses, offset by an increase of prepaid expenses.

 

The Company’s total liabilities increased from approximately $4,032,000 at the end of 2015 to approximately $4,069,000 at June 30, 2016, primarily due to an increase in accrued interest payable to a related party of approximately $50,000 offset by a decrease in accounts payable and other accrued expenses of approximately $16,000.

 

 The Company’s working capital decreased from approximately $511,000 at the end of 2015 to a deficit of approximately $3,649,000 at June 30, 2016, primarily reflecting a reclassification of the $3,979,607 principal amount due in connection with the December 2015 Parkson Replacement Note and the 2015 Combined Promissory Note and related accrued interest payable of $49,881 (previously classified as long-term notes payable and long-term accrued interest as of December 31, 2015), each of which is scheduled to mature on March, 31 2017, as a short-term liability (notes payable and accrued interest) and the decrease of approximately $155,000 in cash and cash equivalents used for payments of operating expenses, offset by an increase in prepaid expenses of approximately $12,000, and a decrease in accounts payable and other accrued expenses of approximately $16,000.

 

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Comparison of Results of Operations for the Three Months Ended June 30, 2016 to the Three Months Ended June 30, 2015

 

The Company’s net loss before income taxes decreased from approximately $113,000 for the three months ended June 30, 2015 to approximately $91,000 for the three months ended June 30, 2016.  The variance primarily reflects a decrease in professional fees of approximately $14,000, a decrease in general and administrative expenses of approximately $6,000 and a decrease in interest expense of approximately $10,000 offset by an increase in salaries of benefits of approximately $9,000.

 

Comparison of Results of Operations for the Six Months Ended June 30, 2016 to the Six Months Ended June 30, 2015

 

The Company’s net loss before income taxes decreased from approximately $242,000 for the six months ended June 30, 2015 to approximately $180,000 for the six months ended June 30, 2016.  The variance primarily reflects a decrease in professional fees of approximately $41,000, a decrease in general and administrative expenses of approximately $11,000 and a decrease in interest expense of approximately $20,000 offset by an increase in salaries and benefits of approximately $10,000.

 

Off-Balance Sheet Arrangements

As of June 30, 2016, the Company did not have any off-balance sheet arrangements that have or are reasonably likely to have a material effect on the current or future financial condition, revenues, expenses, results of operations, liquidity, capital expenditures, or capital resources.

Note that this MD&A discussion contains certain forward-looking statements that involve risks and uncertainties.  Please see the section entitled “Forward-Looking Statements” on page 13-14 for important information to consider when evaluating such statements and related notes included under Item 1 hereof.

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 June 30, 2016, the end of the period covered by this quarterly 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 June 30, 2016, the disclosure controls and procedures are effective.

 

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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 Exchange Act Rule 13a-15(f)) that occurred during the period covered by this quarterly report on Form 10-Q (this “Report”) 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

 

As of June 30, 2016, the Company was not involved in any material claims, lawsuits or legal proceedings.

Item 1A.

Risk Factors

 

As a “smaller reporting company,” as defined by the Securities and Exchange Commission regulations promulgated under the Exchange Act, the Company is not required to provide the information required by this item.  Notwithstanding this, this Report contains certain forward-looking statements that involve risks and uncertainties, and the Company’s business, operations and future are subject to certain risks and uncertainties, some of which are noted elsewhere in this Report.  Please see the section entitled “Forward-Looking Statements” on pages 13 and 14 for important information to consider when evaluating such statements (and related notes) included in, and when considering risks and uncertainties, in connection with this Report and the future of the Company, its business and value.

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 June 30, 2016.

Item 3.

Defaults Upon Senior Securities

 

As of June 30, 2016, the Company did not experience any defaults with respect to any outstanding indebtedness of the Company.  As of August 15, 2016, dividends of $3,647,0000 were accumulated and unpaid on the Series B Preferred Stock.          

 

Item 4.

Mine Safety Disclosures

 

Not applicable.

Item 5.

Other Information

None.

 

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Item 6.

Exhibits

 

3.1.1	Certificate of Incorporation of Le@P Technology, Inc., filed March 20, 1997 with the Delaware Secretary of State (incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement for the Annual Meeting of Stockholders, as filed with the Securities Exchange Commission (the “SEC”) April 11, 1997).
3.1.2	Certificate of Ownership and Merger of Seal Holdings Corporation filed with the Delaware Secretary of State on June 13, 1997 (incorporated by reference to Exhibit 3.1.2 to the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2005, as filed with the SEC on March 27, 2006).
3.1.3	Certificate of Preferred Stock Designation of Le@P Technology, Inc. filed with the Delaware Secretary of State on March 23, 1999 (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K, as filed with the SEC on April 19, 1999).
3.1.4	Certificate of Amendment to Certificate of Incorporation of Le@P Technology, Inc. filed June 21, 1999 with the Delaware Secretary of State (incorporated by reference to Exhibit 3.1.3 to the Company’s Annual Report on Form 10-KSB for the year ended December 31, 1999, as filed with the SEC on March 30, 2000).
3.1.5	Certificate of Designation, Preferences, Rights and Limitations of 10% Cumulative Non-Voting Series B Preferred Stock of Le@P Technology, Inc. filed with the Delaware Secretary of State on November 15, 1999 (incorporated by reference to Exhibit 4 to the Company’s Quarterly Report on Form 10-QSB for the quarter ended September 30, 1999, as filed with the SEC on November 15, 1999).
3.1.6	Certificate of Amendment to Certificate of Incorporation of Le@P Technology, Inc. filed July 5, 2000 with the Delaware Secretary of State (incorporated by reference to Exhibit 3 to the Company’s Quarterly Report on Form 10-QSB for the quarter ended June 30, 2000, as filed with the SEC on August 14, 2000).
3.2	Amended Bylaws of Le@P Technology, Inc.(incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on May 24, 2013).
10.1	Funding Arrangement by M. Lee Pearce, M.D. (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K dated October 15, 1999).
10.2	Subscription Agreement dated March 30, 2000 with M. Lee Pearce, M.D. (incorporated by reference to Exhibit 10.2 in the Company’s Annual Report on From 10-KSB for the fiscal year ended December 31, 2000 dated March 30, 2001).
10.3	1999 Long Term Incentive Plan (incorporated by reference to Exhibit B to the Company’s Definitive Proxy Statement for its Annual Meeting of Stockholders dated June 4, 1999).
10.4	1998 Incentive Option Plan (incorporated by reference to Exhibit A to the Company’s Definitive Proxy Statement for its Annual Meeting of Stockholders dated June 8, 1998).

 

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10.5	1997 Incentive Option Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement for its Annual Meeting of Stockholders dated April 11, 1997).
10.6	Amended 1996 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended March 31, 1997 dated May 15, 1997).
10.7	Stock Exchange and Merger Agreement dated as of January 7, 2005 among Healthology, Inc., iVillage, Inc., Virtue Acquisition Corporation and certain stockholders of Healthology, Inc., including the Company (incorporated by reference to Exhibit 10.34 in the Company’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004 dated March 30, 2005).
10.8	Stock Purchase Agreement dated as of January 7, 2005 between the Company and Steven Haimowitz (incorporated by reference to Exhibit 10.35 in the Company’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004 dated March 30, 2005).
10.9	Exchange and Termination Agreement dated March 17, 2006, effective as of March 15, 2006, between Le@P Technology, Inc. and the M. Lee Pearce 2005 Irrevocable Trust (incorporated by reference to Exhibit 10.1 in the Company’s Current Report on Form 8-K dated March 21, 2006).
10.10	Fairness Opinion dated March 15, 2006 issued by Stenton Leigh Valuation Group, Inc. on March 16, 2006 (incorporated by reference to Exhibit 10.2 in the Company’s Current Report on Form 8-K dated March 21, 2006).
10.11	Employment Agreement, dated as of November 1, 2006 by and between Le@P Technology, Inc. and Dr. Donald J. Ciappenelli (incorporated by reference to Exhibit 10.1 in the Company’s Current Report on Form 8-K dated November 3, 2006)
10.12	Employment Agreement, dated as of March 5, 2007 by and between Le@P Technology, Inc. and Dr. Howard Benjamin. (incorporated by reference to Exhibit 10.33 in the Company’s Annual Report on Form 10-KSB dated March 30, 2007)
10.13	Renewal Promissory Note dated as of October 24, 2007 in the principal amount of $562,500 executed by Parkson, LLC in favor of Bay Colony Associates, Ltd. (incorporated by reference to Exhibit 10.1 in the Company’s Current Report on Form 8-K dated October 25, 2007).
10.14	Promissory Note dated March 3, 2010 in the principal amount of $130,000 in favor of M. Lee Pearce Living Trust (incorporated by reference to Exhibit 10.38 in the Company’s Current Report on Form 10-Q as filed on May 12, 2010).
10.15	Renewal Note dated January 31, 2011 in the principal amount of $99,319.39 in favor of M. Lee Pearce Living Trust (incorporated by reference to Exhibit 10.2 in the Company’s Current Report on Form 8-K dated February 1, 2011).

 

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10.16	Renewal Note dated January 31, 2011 in the principal amount of $562,500 in favor of Bay Colony Associates, Ltd. (incorporated by reference to Exhibit 10.1 in the Company’s Current Report on Form 8-K dated February 1, 2011).
10.17	Promissory Note dated September 1, 2010 in the principal amount of $60,000 in favor of M. Lee Pearce Living Trust (incorporated by reference to Exhibit 10.17 in the Company’s Current Report on Form 10-K dated March 30, 2011).
10.18	Promissory Note dated September 28, 2011 in the principal amount of $110,000 in favor of M. Lee Pearce Living Trust (incorporated by reference to Exhibit 10.38 in the Company’s Current Report on Form 10-Q as filed on November 10, 2011).
10.19	Renewal Promissory Note (Working Capital) dated February 7, 2012 in the principal amount of $777,062.04 in favor of  M. Lee Pearce Living Trust (incorporated by reference to Exhibit 10.1 in the Company’s Current Report on Form 8-K dated February 7, 2012).
10.20	Renewal Promissory Note (Parkson) dated February 7, 2012 in the principal amount of $794,650.68 in favor of Bay Colony Associates, Ltd. (incorporated by reference to Exhibit 10.2 in the Company’s Current Report on Form 8-K dated February 7, 2012).
10.21	Promissory Note dated January 18, 2012 in the principal amount of $130,000 in favor of M. Lee Pearce Living Trust (incorporated by reference to Exhibit 10.21 in the Company’s Annual Report on Form 10-K as filed on March 30, 2012).
10.22	Promissory Note dated April 9, 2012 in the principal amount of $500,000 in favor of M. Lee Pearce Living Trust (incorporated by reference to Exhibit 10.1 in the Company’s Current Report on Form 8-K dated April 9, 2012).
10.23	Renewal Promissory Note (Working Capital) dated December 27, 2012 in the principal amount of $2,516,467.36 in favor of  M. Lee Pearce Living Trust (incorporated by reference to Exhibit 10.1 in the Company’s Current Report on Form 8-K dated December 27, 2012).
10.24	Renewal Promissory Note (Parkson Property) dated December 27, 2012 in the principal amount of $821,184.39 in favor of Bay Colony Associates, Ltd. (incorporated by reference to Exhibit 10.2 in the Company’s Current Report on Form 8-K dated December 27, 2012).
10.25	2014 Combined Promissory Note (Working Capital) dated December 17, 2014 in the principal amount of $2,852,358.46 in favor of M. Lee Pearce Living Trust (incorporated by reference to Exhibit 10.1 in the Company’s Current Report on Form 8-K dated December 17, 2014).
10.26	2014 Renewal Promissory Note (Parkson Property) dated December 17, 2014 in the principal amount of $881,845.17 in favor of Bay Colony Associates, Ltd. (incorporated by reference to Exhibit 10. in the Company’s Current Report on Form 8-K dated December 17, 2014).

 

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10.27	2015 Combined Promissory Note (Working Capital) dated December 31, 2015 in the principal amount of $3,063,424.61 in favor of M. Lee Pearce Living Trust (incorporated by reference to Exhibit 10.1 in the Company’s Current Report on Form 8-K and 8-K/A dated December 31, 2015).
10.28	2015 Renewal Promissory Note (Parkson Property) dated December 31, 2015 in the principal amount of $916,182.77 in favor of Bay Colony Associates, Ltd. (incorporated by reference to Exhibit 10.2 in the Company’s Current Report on Form 8-K and 8-K/A dated December 31, 2015).
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.*

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* Filed herewith

 

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SIGNATURES

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: August 15, 2016	By:	/s/  Timothy C. Lincoln
	Timothy C. Lincoln
	Acting Principal Executive Officer

 

Dated: August 15, 2016	By:	/s/  Mary E. Thomas
	Mary E. Thomas
	Acting Principal Financial Officer

 

 

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