S-8

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

Registration Statement under

The Securities Act of 1933

LEET TECHNOLOGY INC.

(Exact name of registrant as specified in charter.)

Delaware	46-3590850
(State of other jurisdiction or organization)	(I.R.S. Employer of incorporation Identification
	Number)

805, 8th Floor, Menara Mutiara Majestic,

Jalan Othman, Petaling Jaya 46000, Selangor, Malaysia

(Address and telephone of executive offices, including zip code.)

LEET TECHNOLOGY INC.

2022 STOCK INCENTIVE PLAN FOR EMPLOYEES AND CONSULTANTS

(Full Title of Plan)

Copies of all communications, including all communications sent to the agent for service, should be sent to:

Witherspoon Brajcich McPhee, PLLC

601 W. Main Avenue, Suite 714

Spokane, WA 99201

(509) 455-9077

(509) 624-6441

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 7(a)(2)(B) of the Securities Act: ☐

CALCULATION OF REGISTRATION FEE

Title of Securities To Be Registered	Amount To Be Registered (1)	Proposed Maximum Offering price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock $0.0001 Par Value	7,000,000	$.24	$1,680,000	$155.74

(1) Represents 7,000,000 shares of Common Stock to be issued to employees and consultants as compensation for services rendered

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information

The documents containing the information specified in Item 3 of Part ll will be sent or given to participants in the Plan as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). Such documents are not being filed with the Securities and Exchange Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. Such documents and the documents incorporated by reference in the Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

Item 2. Registrant Information and Employee Plan Annual Information

Upon written or oral request, any of the documents incorporated by reference in Item 3 of Part II of this Registration Statement (which documents are incorporated by reference in this Section 10(a) Prospectus), other documents required to be delivered by eligible employees, non-employee directors and consultants, pursuant to Rule 428(b) are available without charge by contacting:

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed with the Securities and Exchange Commission (the "Commission") by Leet Technology Inc., a Delaware corporation (the "Company"), are incorporated herein by reference:

(a)	The Company's latest Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission on April 15, 2022;
(b)	The Company's latest Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, as filed with the Securities and Exchange Commission on May 18, 2022;
(c)	The reports of the Company filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since the fiscal year ended December 31, 2021;
(d)	The description of the Company's common stock contained in its Form 10-12G filed September 30, 2013, (File No. 000-55053), including any amendments or report filed for the purpose of updating such description.

All other documents filed by the Company after the date of this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents.

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We will furnish to each person to whom this Prospectus is delivered, upon written or oral request, a copy of any or all of the documents referred to by reference. Requests should be addressed to: Ding Jung Long, 805, 8th Floor, Menara Mutiara Majestic, Jalan Othman, Petaling Jaya 46000, Selangor, Malaysia

The public may read and copy any materials we file with the Securities and Exchange Commission at the SEC’s Public Reference Room located at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling 1-(800)-SEC-0330. The Commission maintains a World Wide Web site on the Internet at http://www.sec.gov that contains reports, proxy and information statements and other information regarding us and other registrants that file electronically with the Commission.

Item 4. Description of Securities:

Not Applicable

Item 5. Interests of Named Experts and Counsel:

None

Item 6. Indemnification for Directors and Officers:

Our Bylaws provide that the corporation shall, to the maximum extent permitted by Delaware law, have the power to indemnify each of its agents against expenses and shall have the power to advance to each such agent expenses incurred in defending any such proceeding to the maximum extent permitted by that law.

Under our Bylaws, the term an “agent” includes any person who is or was a director, officer, employee or other agent of the corporation; or is or was serving at the request of the corporation as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise; or was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation. The term “proceeding” includes any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative. The term “expenses” includes, without limitation, attorneys’ fees, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact any such person is or was an agent of the corporation. 

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

Item 7. Exemption from Registration Claimed:

Not Applicable

1tem 8. Exhibits:

The exhibits to this Registration Statement are listed in the index to Exhibits on Page 6.

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Item 9. Undertakings:

(a) The undersigned registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

i. To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment any of the securities being registered hereunder which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities and Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Selangor, Malaysia, on the 30th day of June, 2022.

LEET TECHNOLOGY INC.

Ding Jung Long

Chief Executive Officer

Dated: June 30, 2022

Pursuant to the requirements of the Securities Act of 1933, the registration statement has been signed by the following persons in the capacities and on the date(s) indicated.

Signature	Title	Date
/s/ Ding Jung Long	Chief Executive Officer	June 30, 2022
Ding Jung Long		Date

The Plan. Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Selangor, Malaysia, on June 30, 2022.

LEET TECHNOLOGY INC. 2022 INCENTIVE PLAN FOR EMPLOYEES AND CONSULTANTS

/s/ Ding Jung Long, CEO

Ding Jung Long, CEO

INDEX TO EXHIBITS

Exhibit No.	Description
5.1	Opinion of Counsel, regarding the legality of the securities registered hereunder
10.1	Compensation Plan for Employees, Officers, Directors and Consultants
23.1	Consent of Independent Registered Public Accounting Firm
23.2	Consent of Counsel (Included as part of Exhibit 5.1)
107	Filing Fees
104	Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101).

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EX-5.1

Exhibit 5.1

ROBERT J. BURNETT

rburnett@workwith.com

509.252.5657

June 29, 2022

Board of Directors

Leet Technology, Inc.

Ladies and Gentlemen:

I have acted as special counsel to Leet Technology, Inc., a Delaware corporation (the "Corporation"), in connection with its registration statement on Form S-8 filed (the “Registration Statement”) with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Securities Act"). The Registration Statement relates to the registration of 7,000,000 shares of the Corporation's Common Stock, par value $0.0001 per share (the "Common Stock"), to be offered for resale by the selling securityholders identified in the Registration Statement.

This letter is being furnished at your request and in accordance with Item 601(b)(5) of Regulation S-K, promulgated under the Securities Act, for filing as Exhibit 5.1 to the above referenced Registration Statement.

In connection with the Registration Statement and, for the purpose of rendering this opinion, I have examined the Corporation's Articles of incorporation and amendments thereto, Bylaws and pertinent minutes and resolutions of the Corporation's Board of Directors. I have also examined such other documents, certificates, instruments and corporate records and such statutes, decisions and questions of law as I have deemed necessary or appropriate for the purpose of this opinion.

I have been furnished with originals or copies of such corporate or other records of the Corporation. In addition, I have made such other legal and factual examinations and inquiries as I have considered necessary as a basis for the opinion expressed herein. In my examination of the Corporation's corporate records, I have presumed, without independent investigation, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as copies thereof, the genuineness of all signatures and the veracity, accuracy and completeness of all records made available to me by the Corporation.

A Professional Limited Liability Company

Spokane, Washington 99201-0677

Telephone: (509) 455-9077

Facsimile: (509) 624-6441

Toll Free: (866) 903-9912

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As to the question of facts material to this opinion letter, I have relied upon the representations and warranties, certificates of and conversations and correspondences with representatives of the Corporation.

My opinion is expressly limited to those matters set forth herein and I make no opinion, expressed or implied, as to any other matters relating to the Corporation or its securities.

Based upon and subject to the foregoing, I am of the opinion that the shares of Common Stock being offered and sold pursuant to the Registration Statement will be duly authorized, legally and validly issued, fully paid and non-assessable when issued.

I express no opinion herein as to the laws of any state or jurisdiction, other than the Federal laws of the United States of American, the laws of the State of Delaware and the Delaware Corporation Code and all applicable provisions, including the statutory provisions and reported judicial decisions interpreting those laws.

I hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and to the reference to my name in the Prospectus constituting a part thereof under the caption "Legal Matters." In giving this consent, I do not admit that I am within the category of persons whose consent is required under the Securities Act, including Section 7 thereof, or rules and regulations promulgated thereunder.

This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose.

Very truly yours,

/s/ Robert J. Burnett

ROBERT J. BURNETT

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EX-10.1

Exhibit 10.1

LEET TECHNOLOGY INC.

2022 Stock Incentive Plan for Employees and Consultants

1. Definitions: As used herein, the following definitions shall apply:

(a)"Black-out Period" shall mean a period when a Participant is prohibited from exercising an Option due to trading restrictions imposed by the Corporation in accordance with its securities trading policies.

(b) "Board of Directors" shall mean the Board of Directors of the Corporation.

(c)"Committee" shall mean the Compensation Committee designated by the Board of Directors, or such other committee as shall be specified by the Board of Directors to perform the functions and duties of the Committee under the Plan; the Committee shall be comprised of designated members of the Board of Directors, or any other individuals, as determined by the Board of Directors; provided, however, that, the Committee shall comply with the requirements of (i) Rule 16b-3 of the Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (ii) Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations thereunder.

(d)"Corporation" shall mean Leet Technology Inc., a Delaware corporation, or any successor thereof.

(e)"Disability" shall mean any physical, mental or other health condition which substantially impairs the Participant’s ability to perform his or her assigned duties for 120 days or more in any 240 day period, or that can be expected to result in death. The Board of Directors shall determine whether a Participant has incurred a Disability on the basis of medical evidence acceptable to the Board of Directors. Upon making a determination of Disability, the Board shall, for the purposes of the Plan, determine the date of the Participant’s termination of employment.

(f)"Discretion" shall mean in the sole discretion of the Board of Directors, with no requirement whatsoever that the Board of Directors follow past practices, act in a manner consistent with past practices, or treat an employee or consultant in a manner consistent with the treatment afforded other employees or consultants with respect to the Plan.

(g)"Participant" shall mean any individual designated by the Committee under Paragraph 6 for participation in the Plan.

(h) "Plan" shall mean this Leet Technology Inc. Stock Incentive Plan for Employees and Consultants, as amended.

(i)"Subsidiary" shall mean any corporation or similar entity in which the Corporation owns, directly or indirectly, stock or other equity interest possessing more than 20% of the combined voting power of all classes of stock or other equity interest.

2.Purpose of Plan: The purpose of the Plan is to provide employees and consultants of the Corporation and its Subsidiaries with an increased incentive to make significant and extraordinary contributions to the long-term performance and growth of the Corporation and its Subsidiaries, to join the interests of employees and consultants with the interests of the shareholders of the Corporation, and to facilitate attracting and retaining employees and consultants of exceptional ability.

3.Administration: The Plan shall be administered by the Board of Directors, or such Committee designated by the Board of Directors, as set out in further detail below. The Board of Directors shall have full power and authority to take all actions and to make all determinations required or provided for under the Plan that the Board of Directors deems to be necessary or appropriate to the administration of the Plan. All such actions and determinations shall be by the affirmative vote of a majority of the members of the Board of Directors present at a meeting, or by unanimous consent of the Board of Directors executed in writing.

Subject to the provisions of the Plan, the Board of Directors shall determine, from those eligible to be Participants under the Plan, the persons to be given a grant of Shares or grant of Options, the amount of Shares or Options to be granted to each such person, and the terms and conditions of any grant. Subject to the provisions of the Plan, the Board of Directors is authorized to interpret the Plan, to make, amend and rescind rules and regulations relating to the Plan and to make all other determinations necessary or advisable for the Plan's administration. Interpretation and construction of any provision of the Plan by the Board of Directors shall be final and conclusive.

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The Board of Directors may delegate to a Committee all, or such portion of, its powers and authorities related to the administration and implementation of the Plan, as set forth above and in other applicable provisions, as the Board of Directors shall determine, consistent with the Corporation's Articles of Incorporation or Bylaws and applicable law. Notwithstanding the foregoing, all actions taken by, and determinations made by, the Committee must be presented to the Board of Directors by way of proposal ("Proposal"), and the Board of Directors shall have final discretion to accept, deny or amend such Proposal. Upon acceptance of any such Proposal, the proposed action or determination of the Committee shall be final, binding and conclusive.

4.Indemnification of Board of Directors and Committee Members: In addition to such other rights of indemnification as they may have, the Board of Directors, and members of the Committee if applicable, shall be indemnified by the Corporation in connection with any claim, action, suit or proceeding relating to any action taken or failure to act under or in connection with the Plan or any Shares or Options granted hereunder to the full extent permitted by applicable law, or provided for under the Corporation's Articles of Incorporation or Bylaws with respect to indemnification of directors of the Corporation.

5.Maximum Number of Shares Subject to Plan: The maximum number of Shares which may be granted under the Plan shall be 7,000,000 shares in the aggregate of common stock of the Corporation.

6. Participants: The Board of Directors shall determine and designate from time to time, in its Discretion, those employees and consultants of the Corporation, or any Subsidiary, to receive Shares or Options (both defined below) that, in the judgment of the Board of Directors, are or will become responsible for the direction and financial success of the Corporation, or any Subsidiary.

7.Written Agreement: Each award of Shares or Options shall be evidenced by a written agreement (each a "Corporation-Participant Agreement") containing such provisions as may be approved by the Board of Directors. Each such Corporation-Participant Agreement shall constitute a binding contract between the Corporation and the Participant, and every Participant, upon acceptance of such Agreement, shall be bound by the terms and restrictions of the Plan and of such Agreement. The terms of each such Corporation-Participant Agreement shall be in accordance with the Plan, but each Corporation-Participant Agreement may include such additional provisions and restrictions determined by the Board of Directors, in its Discretion, provided that such additional provisions and restrictions are not inconsistent with the terms of the Plan.

8. Allotment of Shares: The Committee shall determine and fix, in its Discretion, the number of Shares or Options which a Participant may be granted, and which shall be set out in the terms of the Corporation- Participant Agreement.

9.Manner of Exercise of Option and Delivery of Certificate: A participant who wishes to exercise an Option may do so by delivering: i) a written notice to the Corporation specifying the number of Shares being acquired pursuant to the Option (the "Optioned Shares"), and ii) cash, certified cheque or bank draft payable to the Corporation for the aggregate exercise price for the Optioned Shares being acquired, and the aggregate of any amounts required by law to be withheld by the Corporation on the exercise of such Option, if any.

As soon as practicable after the grant of Shares or receipt of the notice of exercise an Option, and payment in full for the Shares being acquired, the Corporation will issue to the Participant the appropriate number of Shares, and a certificate representing the Shares, or, at the direction of the participant, direction to the Corporation’s transfer agent to issue Shares in book entry form to the participant.

10.Death, Disability or Termination of Employment or Service: If a Participant leaves the employ or service of the Corporation, no Option may be exercised by the Participant, except as follows:

(a) Termination: In the case of termination of the Participant’s employ or service with the Corporation for any reason, any Option held by him or her at the date of termination will become exercisable until the earlier of 30 days from date of termination and the expiry date of the Option;

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(b) Death: In the case of death of the Participant, any Option held by him or her at the date of death will become exercisable by the Participant’s lawful personal representatives, heirs or executors until the earlier of one year from the date of death and the expiry date of the Option; and

(c) Disability: In the case of the Disability of a Participant, any Option held by him or her at the date of Disability will become exercisable until the earlier of one year from date of cessation of the Participant’s employment or service, and the expiry date of the Option.

11.Options Expiring During a Black-out Period: Should the expiry date for an Option fall within a Black-out Period, or within the period that is nine (9) Business Days immediately following the expiration of a Black-out Period, such expiry Date will be automatically adjusted without any further act or formality to that day which is the tenth business day after the end of the Black-out Period, such tenth Business Day to be considered the Expiry Date for such Option for all purposes under the Plan.

12. Share Price: The Share or Option price shall be fixed by the Board of Directors and stated in the Corporation-Participant Agreement. The Share or Option price shall be the Fair Market Value on the date of grant of the Share or the Option, as the case may be, or such higher price as determined by the Board of Directors at its discretion; provided, however, that in the event that a Participant would otherwise be ineligible to receive an Incentive Stock Option by reason of the provisions of Sections 422(b)(6) and 424(d) of the Internal Revenue Code of 1986 (relating to ownership of more than ten percent (10%) of the Corporation's outstanding Shares), the Option price of an Option granted to such Participant that is intended to be an Incentive Stock Option shall be not less than one hundred ten percent (110%) of the Fair Market Value of a Share on the date of grant. In no case shall the Option price of any Option be less than the nominal value of a Share.

"Fair Market Value" shall mean, if there is an established market for the Corporation's common stock on a stock exchange, in an over-the-counter market or otherwise, the Closing Trading Price for the Shares on the trading day of the grant of Shares or Option. If there is no established market for the Corporation's common stock, the determination of Fair Market Value shall be established by the Board of Directors in its sole discretion, considering the criteria set forth in Treas. Reg. Section 20.2031-2 or successor regulations.

13. Reclassification, Consolidation Or Merger: In the event the Corporation shall hereafter (A) pay a stock dividend or make a stock distribution of shares of common stock with respect to the common stock, (B) subdivide its outstanding common stock into a greater amount of common stock, (C) combine its outstanding common stock into a smaller amount of common stock, or (D) issue by reclassification of its common stock any other security of the Corporation, the Option price in effect immediately prior to such action shall be adjusted so that Participant shall be entitled to receive the amount of common stock or other capital stock of the Corporation he, she or it would have owned immediately following such action had an option, or any remaining portion hereof been converted in full immediately prior thereto. All adjustments made pursuant to this Section shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification.

14.Non-transferability of Share or Option Rights: No Share or Option right granted under the Plan to a Participant shall be transferable by such Participant, otherwise than by will or by the laws of descent and distribution. However, any Shares issued to a Participant under this Plan shall be freely transferable after issuance, subject to any statutory hold periods imposed pursuant to the provisions of the Exchange Act.

15. Rights to Continued Employment: Nothing contained in the Plan, or in any Share or Option granted or awarded pursuant to the Plan, nor any action taken by the Board of Directors hereunder, shall confer upon any Participant any right with respect to continuation of employment or consultancy by the Corporation, or a Subsidiary, nor interfere in any way with the right of the Corporation, or a Subsidiary, to terminate such person's employment or consultancy at any time.

16. Effectiveness of Plan: The Plan shall be effective on the date the Board of Directors adopts the Plan.

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17.Termination, Duration and Amendments of Plan: The Board of Directors may amend, suspend or terminate the Plan at any time. Unless sooner terminated, the Plan shall terminate on the date ten years after its adoption by the Board of Directors, and no Share or Option may be granted thereafter. The termination of the Plan shall not affect the validity of any Shares or Options outstanding on the date of termination.

For the purpose of conforming to any changes in applicable law or governmental regulations, or for any other lawful purpose, the Board of Directors shall have the right, with or without approval of the shareholders of the Corporation, to amend or revise the terms of the Plan at any time; provided, however, that no such amendment or revision shall (i) without approval or ratification of the shareholders of the Corporation (A) increase the maximum number of shares in the aggregate which are subject to the Plan (subject to the provisions of Paragraph 5), (B) increase the maximum number of shares for which any Participant may be granted Shares or Options under the Plan, (C) change the class of persons eligible to be Participants under the Plan, or (D) materially increase the benefits accruing to Participants under the Plan, or (ii) without the consent of the holder thereof, materially adversely affect the rights of such Participant, change the Share price, or alter or impair any Share or Option which shall have been previously granted or awarded to such Participant under the Plan.

18. Adoption of Plan: This Plan was adopted by the Board of Directors on the 14th day of June, 2022.

BOARD OF DIRECTORS:

/s/ Song Dai                     

Song Dai

/s/ Ganesha Karuppiaya       

Ganesha Karuppiaya

/s/ Elain Lockman             

Elain Lockman

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to inclusion in this Registration Statement on Form S-8 of Leet Technology Inc. of our report dated April 15, 2022, which includes an explanatory paragraph as to the Company’s ability to operate as a going concern, with respect to our audits of the consolidated financial statements of Leet Technology Inc., as of December 31, 2021 and 2020, and for the years ended December 31, 2021 and December 21, 2020.

/s/ Friedman LLP

FRIEDMAN LLP
Marlton, New Jersey
June 30, 2022

EX-FILING FEES

Exhibit 107

CALCULATION OF REGISTRATION FEE

Title of Securities To Be Registered	Amount To Be Registered (1)	Proposed Maximum Offering price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock $0.0001 Par Value	7,000,000	$.24	$1,680,000	$155.74

(1) Represents 7,000,000 shares of Common Stock to be issued to employees and consultants as compensation for services rendered