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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, 2024

☐	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 13, 2024

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INDEX		Page

PART I	FINANCIAL INFORMATION	3

Item 1.	Unaudited Condensed Consolidated Financial Statements

	Unaudited Condensed Consolidated Balance Sheets as of October 31, 2024 and July 31, 2024	4

	Unaudited Condensed Consolidated Statements of Comprehensive Loss for the three months ended October 31, 2024 and 2023	5

	Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the three months ended October 31, 2024 and 2023	6

	Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended October 31, 2024 and 2023	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

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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, 2024. 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, 2024, are not necessarily indicative of the results for the entire fiscal year or for any other period.

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LEOPARD ENERGY, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

As of October 31, 2024 and July 31, 2024

	October 31,			July 31,
	2024 (Unaudited)			2024
	$			$
Current assets:
Cash	$	8,293		$	6,432
Total current assets		8,293			6,432
Other assets:
Lavaca County Texas Producing Asset		39,280			39,280
Total other assets		39,280			39,280
Total Assets	$	47,573		$	45,712
LIABILITIES
Current liabilities:
Accounts payable and accrued liabilities	$	230,255		$	243,346
Total current liabilities		230,255			243,346
Total Liabilities		230,255			243,346
STOCKHOLDER’S DEFICIT
Preferred stock, $0.001 par value, 10,000,000 authorized, 100,000 issued as of October 31, 2024 and July 31, 2024		100			100
Common stock, $0.001 par value, 250,000,000 shares authorized, 1,272,917 shares issued as of October 31, 2024 and July 31, 2024, respectively		1,272			1,272
Additional paid in capital		11,549,944			11,525,944
Accumulated deficit		(11,733,998	)		(11,724,950	)
Total Stockholder’s Deficit		(182,682	)		(197,634	)

Total Liabilities and Stockholder’s Deficit	$	47,573		$	45,712

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

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LEOPARD ENERGY, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF

COMPREHENSIVE LOSS

	For the three months ended October 31, 2024 (Unaudited)			For the three months ended October 31, 2023 (Unaudited)
	$			$
Net Sales	$	1,923		$	-

Cost of Goods Sold		-			-
Gross Income		1,923			-

General and administrative		(10,908	)		(42,517	)
Negotiating expenses		-			(24,230	)
Total operating expenses		(10,908	)		(66,747	)

Operating loss		(8,985	)		(66,747	)

Other income (expense)
Write off convertible notes		-			8,423
Write off loan payable		-			26,619
Write off Accounts payable		-			13,134
Financial expense		(63	)		-
Total other income (expense)		(63	)		48,176

Net loss		(9,048	)		(18,571	)

Basic net loss per common share		(0.01	)		(0.01	)
Diluted net loss per common share		(0.01	)		(0.01	)
Basic and diluted weighted average common shares outstanding		1,272,917			1,272,917

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

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LEOPARD ENERGY, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the three-months ended October 31, 2024 and 2023

									Additional
	Common Stock				Preferred Stock				paid in		Accumulated
	Number		Par Value		Number		Par Value		Capital		Deficit			Total
			$				$		$		$			$
Opening balance as of July 31, 2023		1,272,917		1,272		100,000		100		11,155,185		(11,472,147	)		(315,590	)
Additional paid in capital		-		-		-		-		266,444		-			266,444
Net Loss		-		-		-		-		-		(18,571	)		(18,571	)
Closing Balance as of October 31, 2023		1,272,917		1,272		100,000		100		11,421,629		(11,490,718	)		(67,717	)

Opening balance as of July 31, 2024		1,272,917		1,272		100,000		100		11,525,944		(11,724,950	)		(197,634	)
Additional paid in capital		-		-		-		-		24,000		-			24,000
Net Loss		-		-		-		-		-		(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	)

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

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LEOPARD ENERGY, INC.

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

	For the three months ended October 31,
	2024(Unaudited)			2023(Unaudited)
	$			$
Cash flows from operating activities:
Net loss		(9,048	)		(18,571	)
Adjustments to reconcile net loss to net cash used in operating activities:
Convertible Notes Write off					(13,134	)
Loan Payable write off					(8,423	)
Accounts payable write off					(26,619	)
Changes in assets and liabilities:					-
Deposit & Prepayments					(3,561	)
Accounts payable and accrued expenses		(13,091	)		1,591
Due to parent-operating expenses					68,717
Net cash used in operating activities		(22,139	)		0

Cash flows from investing activities:
Royal interest acquisition		-			-
Net cash used in investing activities		-			-

Cash flows from financing activities:
Proceeds provided by additional paid in capital		24,000			10,000
Net cash from financing activities		24,000			10,000

Net change in cash		1,861			10,000
Cash at beginning of period		6,432			3

Cash at end of period		8,293			10,003

Non cash activities
Expenses payment made by shareholder on behalf of the Company as paid in capital		24,000			-

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

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of and for the three months ended October 31, 2024 and 2023

Note 1. Organization and Business

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.

On August 23, 2023, the original shareholder JanBella Group sold the Series A Preferred Shares to Zenith Energy Ltd. (“Zenith Energy”). Zenith Energy is a 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 and Euronext Oslo.

Following the transfer of the controlling interest to Zenith Energy, the Company redirected its business into the energy sector, with a focus on acquiring energy production and development opportunities in the U.S.

Effective April 26, 2024, the Company changed its from “Cyber Apps World Inc.” to “Leopard Energy, Inc.”

The financial statements and notes are the representations of management. These accounting policies conform to accounting policies generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited interim 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, 2024. 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, 2025.

Going Concern

The accompanying unaudited interim 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 interim financial statements for the three months ended October 31, 2024 and 2023, the Company incurred net loss of $9,048 and $18,571, respectively.

As of October 31, 2024, the Company had accumulated deficit of $11,733,998 and a working capital deficit of $221,962. Management believes these factors raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months.

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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. For the quarter ended October 31, 2024, the Company 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.

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 $349,759 capital in the form of payment made on behalf of the Company. Zenith Energy has indicated that 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.

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, 2024. There were no significant changes to these accounting policies during the three months ended October 31, 2024, and the Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.

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Note 3. Net 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 are 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.

	For the three months ended October 31,
	2024			2023
Numerator:
Net Loss	$	(9,048	)	$	(18,571	)
Net Loss - diluted	$	(9,048	)	$	(18,571	)

Denominator:
Basic and diluted weighted average shares outstanding		1,272,917			1,272,917

Net loss per common share:
Basic	$	(0.01	)	$	(0.01	)
Diluted	$	(0.01	)	$	(0.01	)

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires, among other things, additional disclosures primarily related to the income tax rate reconciliation and income taxes paid. The expanded annual disclosures are effective for the Company’s year ending December 31, 2023. This ASU is currently not expected to have a material impact on the Company’s financial statements.

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Note 4. Preferred Stock and Common Stock

Preferred Stock

In December 2022 and January 2023, the Company issued a total of

200,000 shares of Series A Super Voting Preferred Stock (the “Series A Preferred Shares”) to an otherwise unaffiliated investor.

These 200,000 Series A Preferred Shares were cancelled for 100,000 each time, on June 27 and July 7, 2023, respectively

On June 27, 2022, the Company issued 100,000 Series A Preferred Shares for consideration of $0.001 per share to an unaffiliated investor with 0 gross proceeds. The Series A Preferred Shares had been pledged to secure a note made by the Company to JanBella since December 15, 2022.

On June 27, 2023, JanBella acquired 100,000 outstanding Series A Preferred Shares in satisfaction of a promissory note made by the Company in favor of JanBella, representing 99.87% of the voting power of the Company.

On August 23, 2023, JanBella sold its Series A Preferred Shares it held to Zenith Energy Ltd. (“Zenith Energy”). Zenith Energy. In the change in control transaction, Zenith Energy acquired the 100,000 Series A Preferred Shares from JanBella for consideration of approximately $398,400. The Series A Stock shall have the following preferences, powers, designations and other special rights: Each Series A Preferred Share entitles the Unaffiliated investor to 10,000 votes on all matters submitted to the shareholders of the Company's common stock. The Unaffiliated investor of the Series A Preferred Shares votes together with the Unaffiliated investors of common stock as a single class upon all matters submitted to a vote of shareholders. ·

The Unaffiliated investors of Series A Preferred Shares are not entitled to receive dividends paid on the Company's Common Stock.

Upon liquidation, dissolution and winding up of the Company, whether voluntary or involuntary, the Unaffiliated investors of the Series A Preferred Shares then outstanding are not entitled to receive out of the assets of the Company, whether from capital or earnings available for distribution, any amounts which will be otherwise available to and distributed to the holders of common stock.

Common Stock

Effective January 18, 2013, the Company filed with Secretary of State of Nevada a Certificate of Change that affected a 1:50 reverse split in the Company's outstanding common stock and a reduction of the Company’s authorized common stock in the same 1:50 ratio, from 500,000,000 shares to 10,000,000 shares. The Company has retroactively restated all share amounts to show the effects of the Common Stock split.

On August 18, 2021, the Company increased its authorized capital to 5,000,000,000 shares of common stock with par value $0.00075.

During the year ended July 31, 2022, the Company issued 666,226 shares of common stock for total proceeds of $701,534. The Company also cancelled 167,857 shares of common stock for no monetary amount.

During the year-ended July 31, 2023, the Company issued 348,548 shares of common stock for total proceeds of $31,937. The Company also cancelled 37,079 shares of common stock for no monetary amount.

During the three months ended October 31, 2024 and 2023, the Company did not issue nor cancelled any shares.

In October 2022, the shareholders representing a majority of the Company's issued voting shares, as well as the Company's board of directors approved a reverse stock split whereby each 840 pre-split shares of common stock shall be exchanged for one post-split share of common stock. Concurrently with the reverse split, the Company has approved the decrease in its authorized shares of common stock from 5,000,000,000 shares with par value $0.00075 to 250,000,000 shares with par value $0.001. The Company has retroactively restated all share amounts to show the effects of the reverse split.

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Note 5. Related Party Transactions

There were no reportable related party transactions during the three-month ended October 31, 2024 and 2023.

Note 6. Commitments and Contingencies

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 16, 2024, which is the date the financial statements were available to be issued. The Company did not identify any material subsequent events that would have required adjustment or disclosure in the financial statements.

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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 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 to Leopard Energy, Inc.

Since completion of the change in control transaction in August 2023, Zenith Energy, our controlling stockholder, has provided $349,759 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 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.

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Results of Operations

	For the three months ended
	October 31, 2024			October 31, 2023
Revenues		1,923			-
Total operating expenses		(10,908	)		(66,747	)
Total other income (expense)		(63	)		48,176
Net Loss		(9,048	)		(18,571	)

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.

We had no revenues for the quarter ended October 31, 2023.

During the quarter ended October 31, 2024, the Company incurred operating expenses of $10,908, as compared to expenses of $66,747 during the quarter ended October 31, 2023. 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.

Our net loss of $18,571 for the quarter ended October 31, 2023, consisted entirely of general and administrative expenses, net of the amount written-off in connection with the acquisition.

As of October 31, 2024, the Company had accumulated deficit of $(11,733,998) (October 31, 2023 - $(11,490,718)) and a working capital deficit of $(221,962). 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, 2024		October 31, 2023
Cash		8,293		10,003
Deposits & prepayments		-		3,561
Total current assets		8,293		13,564

Non-current assets		39,280		-

Current liabilities (Accounts payable)		230,255		81,281
Non -current liabilities		-		-

As of October 31, 2024, our current assets consisted of $8,293 in cash, as compared to $10,003 in cash and deposits $3,561at October 31, 2023. Non-current assets, consisting of the royalty interest acquired in the January 2024 Eagle Acquisition were $39,280 at October 31, 2024, as compared to nil at October 31, 2023.

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.

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Cash Flows from Operating Activities

For the three months ended

October 31,

2024

October 31,

2023

Net cash (used in) operating activities

(22,139

)

Net cash used in operating activities was due to the payment for operating expenses incurred and payment of accounts payable balance, only partially compensated by the revenues generated by the revenues generated from the royalty interest.

Cash Flows from Investing Activities

For the three months ended

October 31,

2024

October 31,

2023

Net cash provided by investing activities

Cash Flows from Financing Activities

For the three months ended

October 31,

2024

October 31,

2023

Net cash provided by financing activities

24,000

10,000

For the three-months ended October 31, 2024, Zenith Energy, our controlling stockholder, has provided $24,000 paid in capital in the form of payment made on behalf of the Company. For the three-months ended October 31, 2023, Zenith Energy has provided $10,000 paid in capital in cash.

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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, 2024, 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, 2024. 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, 2024, 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, 2024.

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, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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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.

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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.

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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 16, 2024	By:	/s/ Luca Benedetto
		Luca Benedetto Chief Financial Officer (Principal Financial and Accounting Officer)

Leopard Energy, Inc. 10-Q