UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DCD.C. 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT TO~~

~~SECTION~~Pursuant to Section 13 ORor 15(Dd) OFof ~~THE~~The

~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

Date of ~~report (Date of earliest event reported)~~Report: ~~May~~December 2931, 2015

(Date of earliest event reported)

LE@P TECHNOLOGY, INC.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

Delaware	0-5667	65-0769296
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

~~5601 N. Dixie Highway, Suite 411 Ft. Lauderdale, FL~~	5601 N. Dixie Highway, Suite 411 Ft. Lauderdale, FL	~~33334~~	33334
(Address of Principal Executive Offices)		(Zip Code)
	(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (954) 771-1772

~~NOT~~Not ~~APPLICABLE~~Applicable (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4( c) under the Exchange Act (17 CFT 240.13e-4( c))

Item 51.0201 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

5As previously disclosed, Le@P Technology, Inc.02 (cthe “Company”)~~. Appointment~~ ofcurrently ~~Officers. On~~has ~~May~~no 29business operations, ~~2015~~no revenues or revenue-producing activities, atlimited acash, ~~regular~~and ~~meeting~~ongoing ~~(the~~expenses ~~“May~~as ~~2015~~well ~~Board~~as ~~Meeting”)~~substantial ofindebtedness and liabilities. During the ~~Board~~past ofseveral ~~Directors~~years, (the ~~“Board”~~Company orhas ~~“Board~~relied ofentirely ~~Directors”)~~upon ofthe ~~Le@P~~M. ~~Technology,~~Lee ~~Inc.~~Pearce Living Trust (the “~~Company”~~Majority orStockholder ~~“Le@P~~Trust”), ~~held~~of ~~following~~which the Company’s ~~2015~~indirect ~~annual~~and ~~meeting~~beneficial ofmajority ~~stockholders~~stockholder, ~~the~~M. ~~Board~~Lee ~~reappointed~~Pearce, M.D. (a“Dr. Pearce”), ~~Timothy~~is Cthe 100% beneficial owner (Dr. ~~Lincoln~~Pearce, totogether ~~the~~with ~~following~~entities ~~offices:~~owned ~~Chairman~~or controlled by him that own capital stock of the ~~Board,~~Company ~~Acting~~are ~~Principal~~collectively ~~Executive~~referred ~~Officer,~~to ~~and~~as ~~President;~~the ~~and~~“Majority (bStockholder”), ~~Mary~~and Eother affiliates of Dr. ~~Thomas~~Pearce, to fund working capital and expenses of the ~~following~~Company ~~offices:~~(and ~~Acting~~to ~~Principal~~extend ~~Financial~~maturities ~~Officer,~~and ~~Chief~~agree ~~Accounting~~to ~~Officer~~other modifications, ~~Vice~~in ~~President,~~their ~~Treasurer~~discretion, on the substantial indebtedness owing to the Majority Stockholder Trust and ~~Secretary~~such other affiliates of Dr. Pearce).

~~Timothy~~On C.December ~~Lincoln~~31, ~~has served as a Class B Director of the Company since July 2000 and was also~~2015, ~~immediately prior to~~ the ~~officer~~Majority ~~appointments~~Stockholder ~~reported~~Trust ~~herein,~~provided the Company’s ~~(i)~~with ~~Acting Principal Executive Officer,~~ a ~~position he has held since May 2009~~$100,000.00 ~~and~~loan (~~ii) Chairman of~~ the Board and President, positions he has held since April 2012. Mr. Lincoln also held the position of Acting Principal Executive Officer of the Company from September 2002 until October 2006. Mr. Lincoln has also maintained a private law practice since October 1998. From August 1995 to “December ~~2008,~~2015 ~~Mr. Lincoln served in various legal and management roles for Marquette Realty, Inc. Marquette Realty, Inc. managed a number of entities of which M. Lee Pearce, M.D. (“Dr. Pearce~~Loan”), ~~who~~which ismanagement ~~the former Chairman of the Board and is the (indirect~~believes, ~~beneficial)~~based ~~majority~~on ~~stockholder of~~ the Company,’s isrecent ~~the beneficial owner. In addition, Mr. Lincoln is the President~~ and ~~Treasurer~~expected ofoperating ~~Lauderdale Holdings~~expenses, ~~Inc.,~~will ~~the~~be ~~entity~~sufficient ~~that~~to ~~holds~~fund the Company’s ~~Class~~working Bcapital ~~Common~~requirements ~~Stock,~~at ~~par~~least ~~value~~through ~~$0.01~~March ~~per share (“Class B Common Stock”)~~31, ~~and of which Dr~~2017. The ~~Pearce~~December is2015 ~~the sole shareholder~~Loan, ~~and~~ iswhich ~~the~~bears ~~President~~interest ~~and~~at ~~Secretary of Broward Trading Corporation,~~ the ~~entity~~rate ~~that is the owner~~ of ~~700,000 shares of the Company’s Class A Common Stock, par value $0~~2.0150% per ~~share~~annum ~~(“Class A Common Stock”),~~ and ofmatures ~~which~~on ~~Dr.~~March ~~Pearce is the sole shareholder. Mr. Lincoln also serves as a director of a number of entities which are directly or indirectly beneficially owned or controlled by Dr. Pearce. From 1993 to 1996~~31, ~~Mr. Lincoln served as a mortgage loan officer for the Bank of North America~~2017, ~~which~~is ~~was~~evidenced ~~formerly controlled~~ by ~~Dr. Pearce (~~and ofincorporated ~~which~~into ~~Mr. Valle – another member of~~ the ~~Company’s~~2015 ~~Board~~Combined ofPromissory ~~Directors~~Note –(defined ~~formerly~~and ~~served~~described ~~as an officer~~below). ~~Mr.~~A ~~Lincoln~~copy ~~received a Master~~ of ~~Business Administration Degree in Marketing from~~ the ~~University~~2015 ofCombined ~~New~~Promissory ~~Mexico,~~Note ~~a J.D. degree and an L.L.M. degree (in estate planning) from the University of Miami School of Law. Mr. Lincoln~~ is afiled ~~member~~herewith ofas ~~the~~Exhibit ~~Florida Bar, and is 56 years old~~10.1.

~~Mary~~In E.addition ~~Thomas~~to ~~has~~the ~~served~~December as2015 aLoan, ~~Class A Director of~~ the ~~Company~~Majority ~~since~~Stockholder ~~June~~Trust ~~2003,~~previously ~~and~~made ~~was~~other ~~also,~~working ~~immediately~~capital ~~prior~~loans to the ~~officer appointments reported herein, the~~ Company~~’s (i) Acting Principal Financial Officer~~, a position she has held since October 2000, and (ii) Chief Accounting Officer, Vice President, Treasurer, and Secretary, positions she has held since April 2012. Ms. Thomas has over twenty-five years of experience in the financial accounting industry. Ms. Thomas also serves as an officer of a number of entities which are ~~directly~~evidenced orby ~~indirectly~~a ~~beneficially~~combined ~~owned~~promissory ornote ~~controlled~~made by ~~Dr. Pearce. From September 1999 to October 2000, Ms. Thomas served as an assistant to~~ the ~~Chief~~Company ~~Executive~~in ~~Officer~~favor of the ~~Company~~Majority ~~and~~Stockholder ~~was~~Trust aand ~~member~~dated ofDecember ~~the accounting department. From 1985 to 1999~~17, ~~Ms.~~2014 ~~Thomas served~~ in ~~various~~the ~~financial~~original ~~and~~principal ~~managerial~~amount ~~positions~~of ~~for General Health Corp. I~~$2, ~~a Delaware corporation~~852, ~~of which Dr~~358.46 ~~Pearce was formerly~~ (the ~~President~~“2014 ~~and~~Working isCapital ~~the controlling indirect beneficial owner~~Note”). ~~Ms.~~The ~~Thomas~~maturity ~~received~~date ~~a Bachelor~~ of ~~Science~~the ~~Degree~~existing in2014 ~~Accounting~~Working ~~from~~Capital ~~Nova~~Note ~~Southeastern University, and~~ is 55March ~~years~~31, ~~old~~2016.

~~Item~~On ~~5.07~~December ~~Submission~~31, 2015, the Majority Stockholder Trust, as holder of ~~Matters~~and payee under the 2014 Working Capital Note, agreed: (i) to extend the maturity date of the total outstanding indebtedness under the 2014 Working Capital Note from March 31, 2016 to March 31, 2017 (the “Extended Maturity Date”), and (ii) to combine the total outstanding indebtedness evidenced by and under the December 2015 Loan (as described above) and the 2014 Working Capital Note (including its outstanding principal amount and accrued interest through December 30, 2015) into a ~~Vote~~single promissory note, thereby replacing the 2014 Working Capital Note with a 2015 Combined Promissory Note (Working Capital) dated December 31, 2015 in the principal amount of ~~Security~~$2,963,424.61 ~~Holders~~(the “2015 Combined Promissory Note”). The principal and all accrued interest - at the agreed rate of 2.50% per annum - under the 2015 Combined Promissory Note are due in one lump sum on the Extended Maturity Date (of March 31, 2017). Other than the new (combined) principal amount, which includes the principal amount of the December 2015 Loan, the extension of the maturity date, and the decrease of the interest rate from 3.75% to 2.50%, in each case as noted above, the terms of the 2015 Working Capital Note were not changed and this note (and the obligations thereunder) is now incorporated in and replaced and evidenced by the 2015 Combined Promissory Note.

1Bay Colony Associates, Ltd. ~~Election~~ of(“Bay ~~Directors~~Colony”), which is an entity wholly-owned by Dr. ~~The~~ Pearce, previously made a loan to a wholly-owned subsidiary of the Company, ~~held~~Parkson ~~its~~Property ~~2015~~LLC ~~annual~~(“Parkson”), ~~meeting~~which was evidenced by a Promissory Note made by Parkson in favor of ~~stockholders~~Bay Colony dated September 28, 2001 (the “~~2015Annual~~Original ~~Meeting~~Parkson Note”) secured by a mortgage on ~~May~~certain ~~29,~~real ~~2015~~property located in Broward County, ~~pursuant~~Florida toand ~~notice~~other ~~(sent~~collateral ~~together~~referenced ~~with~~thereunder. As apreviously ~~proxy~~disclosed, ~~statement)~~the ~~duly~~Original ~~sent~~Parkson toNote ~~all~~was ~~stockholders~~replaced in succession a number of ~~record~~times as offollows: the ~~record~~Original ~~date~~Parkson ~~for~~Note was replaced by a Promissory Note dated March 17, 2006 (the ~~2015~~“Replacement ~~Annual~~Parkson ~~Meeting~~Note”); the Replacement Parkson Note was replaced by a Renewal Promissory Note dated October 24, 2007 (~~April~~the 13“First Parkson Renewal Note”); the First Parkson Renewal Note was replaced by a Renewal Promissory Note dated January 15, ~~2015~~2010 (the “Second Parkson Renewal Note”)~~. The~~; ~~Company’s~~the ~~Schedule~~Second ~~14A~~Parkson Renewal Note was replaced by a Renewal Promissory Note dated January 31, 2011 (~~including~~the “Third Parkson Renewal Note”); the ~~definitive~~Third ~~form~~Parkson ofRenewal ~~notice~~Note ~~and~~was ~~proxy~~replaced ~~statement~~by a Renewal Promissory Note (Parkson) ~~concerning~~dated February 7, 2012 (the ~~2015~~“Fourth ~~Annual~~Parkson ~~Meeting~~Renewal Note”); the Fourth Parkson Renewal Note was ~~filed~~replaced ~~with~~by ~~the~~a ~~Securities~~Renewal ~~and~~Promissory ~~Exchange~~Note ~~Commission~~(Parkson onProperty) ~~April~~dated 9December 27, ~~2015. The~~2012 ~~Company~~(the ~~solicited~~“Fifth ~~proxies~~Parkson ~~for~~Renewal Note”); the ~~2015~~Fifth ~~Annual~~Parkson ~~Meeting~~Renewal ~~pursuant~~Note towas ~~Regulation~~replaced ~~14A~~by ofa Renewal Promissory Note dated December 17, 2014 (the ~~Securities~~“Sixth ~~Exchange~~Parkson ~~Act~~Renewal Note”) in the principal amount of ~~1934~~$881,845.17 (i.e., ~~and~~the ~~there~~total ~~was~~outstanding balance (i)both noprincipal ~~solicitation~~and oraccumulated ~~proposals~~interest) ~~opposing~~due under the ~~Company’s~~Parkson ~~solicitation,~~notes ~~and~~referred ~~(ii~~to above). The nomaturity ~~stockholder~~date ~~proposals~~of the Sixth Parkson Renewal Note is March 31, 2016.

On December 31, 2015, Bay Colony agreed to extend the maturity date of the total outstanding indebtedness and accrued interest under the Sixth Parkson Renewal Note from March 31, 2016 to the Extended Maturity Date of March 31, 2017, and in connection therewith replaced the Sixth Parkson Renewal Note with a 2015 Renewal Promissory Note (Parkson Property) dated December 31, 2015 in the principal amount of $916,182.77 (the “2015 Parkson Renewal Note”), consisting of a principal amount of $881,845.17 and corresponding accrued interest through December 30, 2015 aggregating $34,337.60. The principal and all accrued interest - at the rate of 2.50% per annum - under the 2015 Parkson Renewal Note are due in one lump sum on the Extended Maturity Date (of March 31, 2017). Other than the new (combined) principal amount, the extension of the maturity date and the lower interest rate (from 3.75% to 2.50%), in each case as noted above, the terms of the Sixth Parkson Renewal Note (and the obligations thereunder) were not changed and are now incorporated in and replaced and evidenced by the 2015 Parkson Renewal Note. A copy of the 2015 Parkson Renewal Note is filed herewith as Exhibit 10.2.

The ~~Board~~extension of ~~Directors~~the ~~nominated~~maturity ~~Jerome~~date ~~Fields,~~of ~~M.D.,~~the ~~Mary~~2014 E.Working ~~Thomas~~Capital Note and the Sixth Parkson Renewal Note and the replacement of such notes (and the obligations thereunder) with the 2015 Combined Promissory Note and the 2015 Parkson Renewal Note, ~~Chris~~respectively, ~~Minev~~was effected, at the request of the Company and ~~Jose~~in B.the ~~Valle~~sole asdiscretion ~~Class~~and Awith ~~Directors,~~the support and ~~Timothy~~assistance C.of ~~Lincoln~~the asMajority aStockholder ~~Class~~Trust Band ~~Director~~Bay Colony, inrespectively, ~~each~~(i) ~~case~~because the Company (together with Parkson) does not have the funds, ~~for~~credit ~~election~~or capital resources available to satisfy the ~~Board~~indebtedness (as the same becomes due on its/their stated maturity dates) evidenced thereby and (ii) to provide some period of ~~Directors~~time at– until the ~~2015~~Extended ~~Annual~~Maturity ~~Meeting~~Date of March 31, 2017 – before the indebtedness under all the notes referenced above becomes due. AtIn addition, the ~~time~~Company ofanticipates that the ~~2015~~additional ~~Annual~~funding ~~Meeting,~~and ~~each~~maturity ~~such~~date ~~person~~extensions ~~was~~described ~~serving~~above aswill result in a ~~duly~~clean ~~elected~~(i.e., ~~member~~not ofincluding ~~the~~any ~~Board~~“going ofconcern” ~~Directors~~qualification) ~~(Class~~report Afrom the Company’s outside auditors accompanying and ~~Class~~regarding Bthe Company’s December 31, ~~the~~2015 ~~same~~audited asannual ~~elected)~~financial statements.

~~All~~There ofcan be no assurance that cash on hand plus the ~~nominees~~proceeds ~~proposed~~from ~~for~~the ~~election~~December 2015 Loan will be sufficient to fund the ~~Board~~Company’s ofworking ~~Directors~~capital atrequirements and related expenses through March 31, 2017 (the ~~2015~~new ~~Annual~~Extended ~~Meeting~~Maturity ~~were~~Date) ~~elected~~if bycertain ~~vote~~unexpected ofcosts ~~the~~or ~~stockholders;~~expenses ~~specifically~~were to arise, ~~all~~or ~~four~~beyond ofMarch 31, 2017, or that the ~~nominees~~Majority ~~for~~Stockholder ~~Class~~Trust Awill ~~Director~~further ~~proposed~~extend ~~for~~the ~~election~~maturity atdate of the 2015 ~~Annual~~Combined ~~Meeting~~Promissory ~~were~~Note, ~~elected~~or tothat ~~Board~~Bay ~~membership~~Colony bywill further extend the ~~holders~~maturity date of ~~shares~~the of2015 Parkson Renewal Note, in the ~~Company’s~~event ~~Class~~the ACompany ~~Common~~or ~~Stock~~Parkson, ~~and~~as the ~~sole~~case ~~nominee~~may ~~for~~be, ~~Class~~is Bunable ~~Director~~to ~~proposed~~repay ~~for~~its ~~election~~indebtedness atwhen ~~the~~due ~~2015~~on ~~Annual~~March ~~Meeting~~31, ~~was~~2017 ~~elected~~(or in connection with any default which may occur prior to ~~Board~~such ~~membership~~maturity bydate). In addition, there can be no assurance that the ~~holder~~Majority ofStockholder ~~shares~~Trust, or any of ~~the~~Dr. ~~Company~~Pearce’s ~~Class~~other Baffiliates, ~~Common~~will ~~Stock. The~~continue ~~final~~to ~~voting~~fund ~~results~~or atprovide ~~the~~loans, ~~2015~~advances ~~Annual~~or ~~Meeting~~other oncapital ~~this~~resources to the Company or its affiliates (~~Election~~or regarding any of ~~Directors)~~the ~~proposal~~terms ~~were~~or asconditions ~~follows:~~on any such funding, loans, advances or capital resources that such persons may, in their discretion, determine to provide or make available).

~~Class~~Item A2.03 ~~Directors~~Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

		For	Against	Withheld	Abstentions	Broker Non-Votes
Jerome Fields, M.D.	Class A Director	62,123,978	-0-	977	-0-	795,418
Mary E. Thomas	Class A Director	62,081,453	-0-	43,502	-0-	795,418
Chris Minev	Class A Director	62,081,453	-0-	43,502	-0-	795,418
Jose B. Valle	Class A Director	62,123,978	-0-	977	-0-	795,418

As disclosed in Item 1.01 above, on December 31, 2015, the Majority Stockholder Trust provided the Company with the December 2015 Loan in the principal amount of $100,000.00, which management believes, based on the Company’s recent and expected operating expenses, will be sufficient to fund the Company’s working capital requirements at least through March 31, 2017. The December 2015 Loan is evidenced by and incorporated into the 2015 Combined Promissory Note, a copy of which is filed herewith as Exhibit 10.1.

~~Class~~Item B9.01 ~~Director~~Financial Statements and Exhibits.

		For	Against	Withheld	Abstentions	Broker Non-Votes
Timothy C. Lincoln	Class B Director	25,000	-0-	-0-	-0-	-0-

(d)

Exhibits

	Exhibit	Description

	10.1	2015 Combined Promissory Note (Working Capital) dated December 31, 2015 in the principal amount of $2,963,424.61 executed by Le@P Technology, Inc. in favor of the M. Lee Pearce Living Trust.

	10.2	2015 Renewal Promissory Note (Parkson Property) dated December 31, 2015 in the principal amount of $916,182.77 executed by Parkson Property LLC in favor of Bay Colony Associates, Ltd.

2. Ratification of Independent Auditors. The Board of Directors selected Cherry Bekaert LLP (“Cherry”) to serve as the Company’s independent auditors with respect to the audit of the Company’s financial statements as of and for the year ending December 31, 2015. At the 2015 Annual Meeting, Cherry’s appointment (to serve as the Company’s independent auditors with respect to the audit of the Company’s financial statements as of and for the year ending December 31, 2015) was ratified by the holders of shares of Class A Common Stock and the holder of shares of Class B Common Stock, voting together as a single class. The final voting results at the 2015 Annual Meeting on this (Ratification of Independent Auditors) proposal were as follows:

For	Against	Withheld	Abstentions	Broker Non-Votes
62,919,319	862	-0-	192	-0-

Item 8.01 Other Events.

Appointment of Audit Committee Chair and Member. At its May 2015 Board Meeting, the Board of Directors re-appointed Jose B. Valle as the Chairman and sole member of the Audit Committee of the Company’s Board of Directors (the “Audit Committee”). Mr. Valle served as the Chairman and sole member of the Audit Committee prior to this appointment. The Board, after considering the matter, also determined and found that Mr. Valle is (1) “independent” (or an “independent director”) within the meaning of that term for audit committee members pursuant to NASDAQ’s listing standards addressing such matter, and (ii) an “audit committee financial expert” within the meaning of that term as defined under Item 407(d)(5)(ii) of Regulation S-K as promulgated pursuant to Section 407 of the Sarbanes-Oxley Act of 2002, as amended. Note that no shares of the Company’s capital stock are listed, quoted or traded on any NASDAQ market.

Also at the May 2015 Board Meeting, the Board confirmed the authority of the Audit Committee to exercise all the authority of the Board with respect to the following matters: (i) review of the scope and terms of the Company’s independent auditors’ engagement, including the remuneration to be paid, as well as the independence of the auditors; (ii) with the assistance of the Company’s financial and accounting personnel, review of the Company’s annual financial statements and the independent auditors’ report thereon as well as any reporting, accounting, operational or other issues communicated by the independent auditors to the Company or its management; (iii) review of the Company’s corporate policies and procedures (if any) as they relate to accounting and financial reporting and financial controls matters; (iv) review of any litigation to which the Company is or becomes a party; and (v) review of the use by the Company’s officers of expense accounts (or expense reimbursements) and other non-monetary perquisites, if any, extended to the Company’s officers. In addition, the Audit Committee is authorized to direct the Company’s outside legal counsel, independent auditors and internal staff to inquire into and report to it on any matter relating to the Company’s accounting or financial procedures, controls or reporting.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Company~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	~~LE@P TECHNOLOGY, INC.~~	LE@P TECHNOLOGY, INC.
Date: May 29, 2015	By:	/s/ Timothy C. Lincoln
Date: December 31, 2015	By:	/s/ Timothy C. Lincoln
	Name:	Timothy C. Lincoln
	Title:	Acting Principal Executive Officer and President

5EXHIBIT INDEX

Exhibit	Description

10.1	2015 Combined Promissory Note (Working Capital) dated December 31, 2015 in the principal amount of $2,963,424.61 executed by Le@P Technology, Inc. in favor of the M. Lee Pearce Living Trust.

10.2	2015 Renewal Promissory Note (Parkson Property) dated December 31, 2015 in the principal amount of $916,182.77 executed by Parkson Property LLC in favor of Bay Colony Associates, Ltd.

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