UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended October 31, 2025

 

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: 000-50693

 

Leopard Energy, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada

 

90-0314205

(State or other jurisdiction

of incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

Via Tomaso Rodari 6, Lugano, Switzerland 6900

(Address of principal executive offices) (Zip Code)

 

+41 791595013

Registrant’s telephone number, including area code

 

CYBER APPS WORLD INC.

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered under Section 12(b) of the Exchange Act:

None

 

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 every Interactive Data File required to be submitted 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 was required to submit 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.

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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.

 

1,272,917 shares of common stock are issued and outstanding as of December 10, 2025.

 

 

 

 

Table of Contents

 

INDEX

 

Page

 

 

 

PART I

FINANCIAL INFORMATION

 

 

 

 

 

 

Item 1.

Condensed Consolidated Financial Statements

 

 

 

 

 

 

 

 

Unaudited Condensed Consolidated Balance Sheets as of October 31, 2025 and July 31, 2025

 

4

 

 

 

 

 

 

Unaudited Condensed Consolidated Statements of Comprehensive Loss for the three months ended October 31, 2025 and 2024

 

5

 

 

 

 

 

 

Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the three months ended October 31, 2025 and 2024

 

6

 

 

 

 

 

 

Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended October 31, 2025 and 2024

 

7

 

 

 

 

 

 

Notes to the Unaudited Consolidated Condensed Financial Statements

 

8

 

 

 

 

Item 2.

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

 

13

 

 

 

 

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

 

19

 

 

 
2

Table of Contents

 

PART I FINANCIAL INFORMATION

 

As used in this Form 10-Q (this “Report”), and unless otherwise indicated, the terms “the Company,” “we,” “us” and “our” refer to Leopard Energy, Inc. f/k/a Cyber Apps World Inc

 

Certain information and footnote disclosures required under accounting principles generally accepted in the United States of America have been condensed or omitted from the following financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. It is suggested that the following financial statements be read in conjunction with the year-end financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended July 31, 2025. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.

 

The results of operations for the three months ended October 31, 2025, are not necessarily indicative of the results for the entire fiscal year or for any other period.

 

 
3

Table of Contents

 

LEOPARD ENERGY, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

As of October 31, 2025 and July 31, 2025

 

 

 

October 31,

 

 

July 31,

 

 

 

2025

 

 

2025

 

 

 

$

 

 

$

 

Current assets:

 

 

 

 

 

 

Cash

 

$13,181

 

 

$12,118

 

Total current assets

 

 

13,181

 

 

 

12,118

 

Other assets:

 

 

 

 

 

 

 

 

Royalty interests

 

 

39,280

 

 

 

39,280

 

Total other assets

 

 

39,280

 

 

 

39,280

 

Total Assets

 

$52,461

 

 

$51,398

 

LIABILITIES

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$118,348

 

 

$134,932

 

Total current liabilities

 

 

118,348

 

 

 

134,932

 

Total Liabilities

 

 

118,348

 

 

 

134,932

 

STOCKHOLDER’S DEFICIT

 

 

 

 

 

 

 

 

Preferred stock, $0.001 par value, 10,000,000 authorized, 100,000 issued and outstanding as of October 31, 2025 and July 31, 2025

 

 

100

 

 

 

100

 

Common stock, $0.001 par value, 250,000,000 shares authorized, 1,272,917 October 31, 2025 and July 31, 2025, respectively

 

 

1,272

 

 

 

1,272

 

Additional paid in capital

 

 

11,628,209

 

 

 

11,608,209

 

Accumulated deficit

 

 

(11,695,468)

 

 

(11,693,115)

Total Stockholder’s Deficit

 

 

(65,887)

 

 

(83,534)

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholder’s Deficit

 

$52,461

 

 

$51,398

 

 

(The accompanying notes are an integral part of these unaudited condensed consolidated financial statements)

 

 
4

Table of Contents

 

LEOPARD ENERGY, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

 

 

 

For the three month period ended October 31, 2025

 

 

For the three month period ended October 31, 2024

 

 

 

$

 

 

$

 

Net Sales

 

$1,153

 

 

$1,923

 

 

 

 

 

 

 

 

 

 

Cost of Goods Sold

 

 

-

 

 

 

-

 

Gross Income

 

 

1,153

 

 

 

1,923

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

(3,416)

 

 

(10,908)

Negotiating expenses

 

 

-

 

 

 

-

 

Total operating expenses

 

 

(3,416)

 

 

(10,908)

 

 

 

 

 

 

 

 

 

Operating loss

 

 

(2,263)

 

 

(8,985)

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

Financial expense

 

 

(90)

 

 

(63)

Total other income (expense)

 

 

(90)

 

 

(63)

 

 

 

 

 

 

 

 

 

Net loss

 

 

(2,353)

 

 

(9,048)

 

 

 

 

 

 

 

 

 

Basic net loss per common share

 

 

(0.00)

 

 

(0.01)

Diluted net loss per common share

 

 

(0.00)

 

 

(0.01)

Basic weighted average common shares outstanding

 

 

1,272,917

 

 

 

1,272,917

 

 

(The accompanying notes are an integral part of these unaudited condensed consolidated financial statements)

 

 
5

Table of Contents

 

LEOPARD ENERGY, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the three-months ended October 31, 2025 and 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Preferred Stock

 

 

Additional

 

 

 

 

 

 

 

 

 

Number

 

 

Par

Value

 

 

Number

 

 

Par

Value

 

 

paid in

Capital

 

 

Accumulated

Deficit

 

 

Total

 

 

 

$

 

 

 

 

$

 

 

 

 

 

 

 

 

 

Opening balance as of July 31, 2024

 

 

1,272,917

 

 

 

1,272

 

 

 

100,000

 

 

 

100

 

 

 

11,525,944

 

 

 

(11,724,950)

 

 

(197,634)

Issuance of Common Stock

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Additional paid in capital

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

24,000

 

 

 

-

 

 

 

24,000

 

Net Profit

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(9,048)

 

 

(9,048)

Closing Balance as of October 31, 2024

 

 

1,272,917

 

 

 

1,272

 

 

 

100,000

 

 

 

100

 

 

 

11,549,944

 

 

 

(11,733,998)

 

 

(182,682)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Opening balance as of July 31, 2025

 

 

1,272,917

 

 

 

1,272

 

 

 

100,000

 

 

 

100

 

 

 

11,608,209

 

 

 

(11,693,115)

 

 

(83,534)

Issuance of Common Stock

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Additional paid in capital

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

20,000

 

 

 

-

 

 

 

20,000

 

Net Profit

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(2,353)

 

 

(2,353)

Closing Balance as of October 31, 2025

 

 

1,272,917

 

 

 

1,272

 

 

 

100,000

 

 

 

100

 

 

 

11,628,209

 

 

 

(11,695,468)

 

 

(65,887)

 

(The accompanying notes are an integral part of these unaudited condensed consolidated financial statements)

 

 
6

Table of Contents

 

LEOPARD ENERGY, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

For the three month period ended

October 31,

 

 

 

2025

 

 

2024

 

 

 

$

 

 

 $

 

Cash flows from operating activities:

 

 

 

 

 

 

Net loss

 

 

(2,353)

 

 

(9,048)

Accounts payable and accrued expenses

 

 

(16,584)

 

 

(13,091)

Net cash used in operating activities

 

 

(18,937)

 

 

(22,139)

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Net cash used in investing activities

 

 

0

 

 

 

0

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Proceeds provided by additional paid in capital

 

 

20,000

 

 

 

24,000

 

Net cash from financing activities

 

 

20,000

 

 

 

24,000

 

 

 

 

 

 

 

 

 

 

Net change in cash

 

 

1,063

 

 

 

1,861

 

Cash at beginning of period

 

 

12,118

 

 

 

6,432

 

 

 

 

 

 

 

 

 

 

Cash at end of period

 

 

13,181

 

 

 

8,293

 

 

 

 

 

 

 

 

 

 

Non cash activities

 

 

 

 

 

 

 

 

Expenses payment made by shareholder on behalf of the Company

 

 

20,000

 

 

 

24,000

 

 

(The accompanying notes are an integral part of these unaudited condensed consolidated financial statements)

 

 
7

Table of Contents

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of and for the three months ended October 31, 2023 and 2022

 

Note 1. Organization and Business Description

 

Leopard Energy, Inc. and its subsidiaries (Collectively, the “Company”), was historically engaged in the development of mobile applications focusing on allowing users around the world to save money on products and services from member merchants and suppliers instantly with mobile coupons, using their desktops and/or mobile devices, including smartphones. The Company has not been successful in developing revenue from these operations in its operating history.

 

Name of Entity

 

Incorporation

Date

 

Background

 

Ownership

 

Principal activities

Leopard Energy, Inc (f/k/a Cyber Apps World Inc.)

 

July 15, 2002

 

US Company

 

Parent Company

 

Holding Company

Zena Oil & Gas LLC

 

June 21, 2023

 

US Company

 

 100% Owned

 

     Oil production and related investments

 

Since the transfer of its controlling interest in August 2023, the Company redirect its business into the energy sector, mainly aiming at investment in royalty interest of energy related petrol and mineral production.

 

Note 2. Summary of Significant Accounting Policies

 

The Company’s significant accounting policies are summarized in Note 2 of the Company’s Annual Report on Form 10-K for the year ended July 31, 2025. There were no significant changes to these accounting policies during the three months ended October 31, 2025, and the Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.

 

Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the unaudited interim financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

 

The accompanying unaudited condensed consolidated financial statements include the accounts of Leopard Energy, Inc, (formerly known as Cyber Apps World Inc.) (the “Company”). These financial statements are condensed and, therefore, do not include all disclosures normally required by accounting principles generally accepted in the United States of America. Therefore, these statements should be read in conjunction with the most recent annual financial statements of The Company for the year ended July 31, 2025. In particular, the Company’s significant accounting principles were presented as Note 2 to the Financial Statements in that report. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying interim condensed financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying interim condensed financial statements are not necessarily indicative of the results that may be expected for the full year ending July 31, 2026.

 

Going Concern

 

The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future.

 

As reflected in the accompanying unaudited condensed financial statements for the three months ended October 31, 2025 and 2024, the Company incurred net loss of $2,353 and $9,048, respectively .

 

For the quarter ended October 31, 2025, we generated revenues of $1,153 from the royalty interest we acquired in the Eagle Acquisition consummated in January 2024.  The royalty interest provides the Company with a monthly distribution of its share or revenues from the property, net of expenses and operational risks, from an oil production property managed by a non-affiliated third party.

 

 
8

Table of Contents

 

 

During the quarter ended October 31, 2025, the Company incurred operating expenses of $3,416. The majority of the expenses consisted of general and administrative expenses, which include professional services.

 

For the quarter ended October 31, 2025, we had a net loss of $2,353, primarily to professional services under general and administrative expenses. All the expenses were paid by our controlling stockholder Zenith Energy, who renounced its credit.

 

For the quarter ended October 31, 2024, we generated revenues of $1,923 from the royalty interest we acquired in the Eagle Acquisition consummated in January 2024.  The royalty interest provides the Company with a monthly distribution of its share or revenues from the property, net of expenses and operational risks, from an oil production property managed by a non-affiliated third party.

 

During the quarter ended October 31, 2024, the Company incurred operating expenses of $10,908. The majority of the expenses consisted of general and administrative expenses, which include professional services.

 

For the quarter ended October 31, 2024, we had a net loss of $9,048, primarily to professional services under general and administrative expenses. All the expenses were paid by our controlling stockholder Zenith Energy, who renounced its credit.

  

Management recognized that the Company’s continued existence is dependent upon its ability to obtain needed working capital through additional equity and/or debt financing and revenue to cover expenses as the Company continues to incur losses. Management monitors and analyzes the Company’s cash on-hand, its ability to generate sufficient revenue sources in the future, and its operating and capital expenditure commitments.

 

Since its incorporation, the Company has financed its operations through advances from its controlling shareholders, third-party convertible debt, and the sale of its common stock. Management’s plans are to finance operations through the sale of equity or other investments for the foreseeable future, as the Company does not receive significant revenue from its business operations. There is no guarantee that the Company will be successful in arranging financing on acceptable terms.

 

The Company’s ability to raise additional capital is affected by trends and uncertainties beyond its control. The Company does not currently have any arrangements for financing, and it may not be able to find such financing if required. Obtaining additional financing would be subject to a number of factors, including investor sentiment. Market factors may make the timing, amount, terms or conditions of additional financing unavailable to it.

 

Since the transfer of controlling interest in August 2023, Zenith Energy Ltd. (“Zenith Energy”), the Company’s controlling stockholder, has provided approximately $408,008 capital in the form of payment made on behalf of the Company and $45,000 paid in capital in cash. Zenith Energy has indicated that it intends to continue to finance the Company and its expansion into the energy sector, to acquire additional royalties and/or ownership interest, pending the receipt of additional financing  

 

To sustain its ability to support the Company’s operating activities, the Company may have to consider supplementing its available sources of funds through the following sources: (1) cash generated from upcoming operations; (2) new bank loans, (3) financial support from the Company’s shareholder and related party. Based on the above analysis, management believes it is more likely than not that the Company can meet its obligations as they become due within one year from the reporting date and can continue as a going concern. 

 

The Company’s significant accounting policies are summarized in Note 2 of the Company’s Annual Report on Form 10-K for the year ended July 31, 2025. There were no significant changes to these accounting policies during the three months ended October 31, 2025, and the Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.

 

 
9

Table of Contents

 

Note 3. Net Profit/Loss Per Common Share

 

Basic profit/loss per common share is computed based on the weighted average number of shares outstanding during the year. Diluted earnings per common share is computed by dividing net earnings by the weighted average number of common shares and potential common shares during the specified periods. The Company has no outstanding options or warrants that could affect the calculated number of shares.

 

 
10

Table of Contents

 

Note 4. Common Stock

 

Common Stock

 

During the three months ended October 31, 2025 and 2024, the Company did not issue nor cancelled any share.

 

 
11

Table of Contents

 

Note 5. Related Party Transactions

 

There were no reportable related party transactions during the three-month ended October 31, 2025 and 2024.

 

Note 6. Commitments and Contingencies

 

From time to time, the Company may be involved in litigation in the ordinary course of business. The Company is not currently involved in any litigation that the Company believe could have a material adverse effect on its financial condition or results of operations.

 

Note 7. Subsequent Events

 

Management evaluated all additional events through December 11, 2025, which is the date the financial statements were available to be issued. Based upon this audit, unless noted below, the Company did not identify any material subsequent events that would have required adjustment or disclosure in the financial statements. 

 

 
12

Table of Contents

 

ITEM 2. Management’s Discussion and Analysis of our Financial Conditions and Results of Operations.

 

Forward Looking Statements

 

Certain statements made in this Quarterly Report on Form 10-Q (this “Report”) may constitute “forward-looking statements on our current expectations and projections about future events.” These forward-looking statements involve known or unknown risks, uncertainties and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by some words such as “may,” “should,” “potential,” “continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates” and similar expressions. These statements are based on our current beliefs, expectations, and assumptions and are subject to a number of risks and uncertainties. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. These forward-looking statements are made as of the date of this Report, and we assume no obligation to update these forward-looking statements whether as a result of new information, future events, or otherwise, other than as required by law. In light of these assumptions, risks, and uncertainties, the forward-looking events discussed in this Report might not occur and actual results and events may vary significantly from those discussed in the forward-looking statements.

 

Background

 

Leopard Energy (f/k/a Cyber Apps World Inc.) was incorporated on July 15, 2002, under the laws of the State of Nevada and engaged in a number of businesses until April 9, 2015, at which we merged with our wholly owned subsidiary Cyber Apps World Inc. and concurrently changed our name to Cyber Apps World Inc. At the time of the merger, we shifted our business focused to the development of mobile applications focusing on allowing users around the world to save money on products and services from member merchants and suppliers instantly with mobile coupons, using their desktops and/or mobile devices, including smartphones.

 

On July 6, 2023, JanBella Group, LLC (“JanBella Group”), a family office, acquired 100,000 outstanding shares of Super A Voting Preferred Stock (the “Series A Preferred Shares”) in satisfaction of a promissory note made by the Company in favor of JanBella Group. The Series A Preferred Shares had been pledged to secure a note made by the Company to JanBella. Thereupon, Mohammed Irfan Raimiya Kazi, the Company’s Chief Executive Officer and a director and Kateryna Malenko, the Company’s Secretary and a director, resigned as officers and directors of the Company and William Alessi, an affiliate of JanBella Group, was appointed the sole officer and director of the Company. The Series A Preferred Shares entitle the holder thereof to 99.97% of the voting power of the Company.

 

On August 23, 2023, JanBella Group sold the Series A Preferred Shares to Zenith Energy Ltd. (“Zenith Energy”). Zenith Energy is a publicly held British Columbia corporation based in Vancouver, B.C., engaged in energy production projects on three continents, whose shares are traded on the London Stock Exchange, Euronext Oslo and the Pink tier of the over-the-counter market maintained by OTC Markets Group, Inc..

 

In the change in control transaction, Zenith Energy acquired the 100,000 Series A Preferred Shares, representing 99.87% of the voting power of the Company, from JanBella for consideration of approximately $398,400. As part of the transaction, William Alessi, the sole officer and director of the Company, appointed Luca Benedetto, Ippolito Cattaneo, and Dario Sodero as directors of the Company. Thereafter, Mr. Alessi resigned as the Company’s sole director and officer.

 

In addition to the foregoing, Mr. Luca Benedetto was appointed President and Treasurer of the Company and Mr. Ippolito Cattaneo was appointed as the Company’s Secretary.

 

On March 6, 2024, Ippolito Cattaneo stepped down as Secretary and a director of the Company.

 

Following the change in control transaction, the Company began shifting its business focus to acquiring energy production and development opportunities in the U.S.

 

On January 17, 2024, the Company purchased a 5% royalty interest in a package of seven (7) producing oil wells located in the Eagle Ford Shale, Lavaca County, Texas (the “Eagle Acquisition”).

 

The Eagle Acquisition is the Company’s first transaction in the U.S. energy production and development sector. The Company intends to complete additional acquisitions of this kind in the near future and continue its focus on the U.S. energy sector.

 

Effective April 26, 2024, the Company changed its name in Leopard Energy, Inc. 

 

Since the transfer of controlling interest in August 2023, Zenith Energy Ltd. (“Zenith Energy”), the Company’s controlling stockholder, has provided approximately $408,008 capital in the form of payment made on behalf of the Company and $45,000 paid in capital in cash. Zenith Energy has indicated that it intends to continue to finance the Company and its expansion into the energy sector, to acquire additional royalties and/or ownership interest, pending the receipt of additional financing.  

 

 
13

Table of Contents

 

Results of Operations

 

 

 

For the three months ended

 

 

 

October 31,

2025

 

 

October 31,

2024

 

Net income (loss)

 

 

(2,353)

 

 

(9,048)

Total operating expenses

 

 

(3,416)

 

 

(10,908)

Total other income (expense)

 

 

(90 )

 

 

(63)

 

As reflected in the accompanying unaudited condensed financial statements for the three months ended October 31, 2025 and 2024, the Company incurred net loss of $2,353 and $9,048, respectively.

 

For the quarter ended October 31, 2025, we generated revenues of $1,153 from the royalty interest we acquired in the Eagle Acquisition consummated in January 2024.  The royalty interest provides the Company with a monthly distribution of its share or revenues from the property, net of expenses and operational risks, from an oil production property managed by a non-affiliated third party.

 

During the quarter ended October 31, 2025, the Company incurred operating expenses of $3,416. The majority of the expenses consisted of general and administrative expenses, which include professional services.

 

For the quarter ended October 31, 2025, we had a net loss of $2,353, primarily to professional services under general and administrative expenses. All the expenses were paid by our controlling stockholder Zenith Energy, who renounced its credit.

 

For the quarter ended October 31, 2024, we generated revenues of $1,923 from the royalty interest we acquired in the Eagle Acquisition consummated in January 2024.  The royalty interest provides the Company with a monthly distribution of its share or revenues from the property, net of expenses and operational risks, from an oil production property managed by a non-affiliated third party.

 

During the quarter ended October 31, 2024, the Company incurred operating expenses of $10,908. The majority of the expenses consisted of general and administrative expenses, which include professional services.

 

For the quarter ended October 31, 2024, we had a net loss of $9,048, primarily to professional services under general and administrative expenses. All the expenses were paid by our controlling stockholder Zenith Energy, who renounced its credit.

 

As of October 31, 2025, the Company had accumulated deficit of $11,695,468   (As of October 31, 2024, a deficit of   $11,733,998) and a working capital deficit of $105,167. Management believes these factors raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months.

 

Liquidity and Capital Resources

 

 

 

October 31,

2025

 

 

July 31,

2025

 

Cash

 

 

13,181

 

 

 

12,118

 

Deposits & prepayments

 

 

-

 

 

 

-

 

Total current assets

 

 

13,181

 

 

 

12,118

 

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

39,280

 

 

 

39,280

 

 

 

 

 

 

 

 

 

 

Current liabilities (Accounts payable)

 

 

118,348

 

 

 

134,932

 

Non -current liabilities

 

 

-

 

 

 

-

 

 

 
14

Table of Contents

 

We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other methods, the sale of equity or debt securities. Zenith Energy, our controlling stockholder, has advised us that intends to provide the Company with working capital to fund the operations and acquisitions, pending receipt of additional funding.

 

Cash Flows from Operating Activities

 

 

 

For the three months ended

 

 

 

October 31,

2025

 

 

October 31,

2024

 

Net cash provided from (used in) operating activities

 

 

(18,937 )

 

 

(22,139 )

 

Cash Flows from Investing Activities

 

 

 

For the three months ended

 

 

 

October 31,

2025

 

 

October 31,

2024

 

Net cash provided by (used in) investing activities

 

 

-

 

 

 

-

 

 

Cash Flows from Financing Activities

 

 

 

For the three months ended

 

 

 

October 31,

2025

 

 

October 31,

2024

 

Net cash provided by (used in) financing activities

 

 

20,000

 

 

 

24,000

 

 

 
15

Table of Contents

 

Off – Balance Sheet Arrangements

 

As of the date of this Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

 

Going Concern

 

The independent auditors’ report accompanying our July 31, 2025, financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Item 4. Controls and Procedures.

 

Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed 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 SEC’s rules and forms and that such information is accumulated and communicated to our senior management, which presently consists of Andrea Cattaneo, our Chief Executive Officer (our principal executive officer) and Luca Benedetto, our Chief Financial Officer  (our principal financial and accounting officer), as appropriate to allow timely decisions regarding required disclosure.

 

We carried out an evaluation, under the supervision and with the participation of our senior management, which presently consists of Andrea Cattaneo, our Chief Executive Officer ) and Luca Benedetto, our Chief Financial Officer  of the effectiveness of the design and operation of our disclosure controls and procedures as of October 31, 2025. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting described in the Company’s Annual Report on Form 10-K for the year ended July 31, 2025, as amended, our Chief Executive Officer and President and Chief Financial Officer  concluded that our disclosure controls and procedures were not effective as of October 31, 2025. 

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended October 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 
16

Table of Contents

 

PART II—OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

None.

 

Item 1A.  Risk Factors.

 

As a “smaller reporting company” we are not required to disclose information under this Item.

 

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

 

None.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety

 

Not Applicable.

 

Item 5. Other Information

 

None.

 

 
17

Table of Contents

 

Item 6. Exhibits.

 

Exhibit No.

 

Description of Exhibit

 

 

 

31.1*

 

Certification of Principal Executive Officer pursuant to Section 302(a) of the Sarbanes- Oxley Act

 

 

 

31.2*

 

Certification of Principal Financial and Accounting Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act

 

 

 

32.1*

 

Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act.

 

 

 

32.2*

 

Certification of Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act

 

 

 

101.INS**

 

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

 

 

 

101.SCH**

 

Inline XBRL Taxonomy Extension Schema Document

 

 

 

101.CAL**

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document 

 

 

 

101.LAB**

 

Inline XBRL Taxonomy Extension Labels Linkbase Document 

 

 

 

101.DEF**

 

Inline XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

101.PRE**

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

104**

 

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) 

 

*

Filed herewith.

**

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under those sections.

 

 
18

Table of Contents

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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.

 

 

LEOPARD ENERGY, INC.

 

 

 

 

Date: December 12, 2025

By:

/s/ Luca Benedetto

 

 

Luca Benedetto

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

 

 
19