UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the Fiscal Year Ended July 31, ~~2024~~2025

☐	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.

(Name of Registrant as Specified in Its Charter)

Nevada

(State or Other Jurisdiction of

Incorporation or Organization)

Via Tomaso Rodari 6, Lugano, Switzerland 6900

(Address of Principal Executive Offices)

+41 791595013

(Issuer's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.001

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) Of the Act. ☐ Yes ☒ No

Indicate by check mark whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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” and “emerging growth 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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

The aggregate market value of voting and non-voting common equity held by non-affiliates as of January 31, ~~2024~~2025 was $~~407~~168,~~333~~182 based on the closing price of the issuer's common stock on January 31, ~~2024~~2025, the last business day of the registrant's most recently completed second fiscal quarter.,

1,272,917 shares of common stock are issued and outstanding as of ~~November~~October 2120, ~~2024~~2025.

Leopard Energy, Inc.

Annual Report on Form 10-K for the Year ended July 31, ~~2024~~2025

Table of Contents

	Page	~~Page~~
Cautionary Note Regarding Forward-Looking Statements	3	3
PART I		4
		5
Item 1. Business.	4
Item 1. Business.		5
Item IA. Risk Factors.	5
Item IA. Risk Factors.		5
Item lB. Unresolved Staff Comments.	5
Item lB. Unresolved Staff Comments.		5
Item 2. Properties.	5
Item 2. Properties.		5
Item 3. Legal Proceedings.	5
Item 3. Legal Proceedings.		5
Item 4. Mine Safety Disclosures.	5
Item 4. Mine Safety Disclosures.		5
PART II
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	6
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.		5
Item 6. [Reserved].	6
Item 6. [Reserved].		5
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.	7
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.		6
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.	9
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.		8
Item 8. Financial Statements and Supplementary Data.	10
Item 8. Financial Statements and Supplementary Data.		9
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.	11
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.		10
Item 9A. Controls and Procedures .	11
Item 9A. Controls and Procedures .		10
Item 9B. Other Information.	12
Item 9B. Other Information.		11
Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.	12
Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.		11
PART III
PART III
Item 10. Directors, Executive Officers and Corporate Governance.	13
Item 10. Directors, Executive Officers and Corporate Governance.		12
Item 11. Executive Compensation.	15
Item 11. Executive Compensation.		14
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	15
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.		14
Item 13. Certain Relationships and Related Transactions, and Director Independence.	16
Item 13. Certain Relationships and Related Transactions, and Director Independence.		15
Item 14. Principal Accountant Fees and Services.	16
Item 14. Principal Accountant Fees and Services.		15
PART IV
PART IV
Item 15. Exhibits and Financial Statement Schedules.	18
Item 15. Exhibits and Financial Statement Schedules.		17
Item 16. Form 10-K Summary.	18
Item 16. Form 10-K Summary.		17
Signatures	19
Signatures		18

Table of Contents

As used in this Annual Report on Form 10-K (this “Report”), and unless otherwise indicated, the terms “the Company,” “Leopard Energy, “we,” “us” and “our” refer to Leopard Energy, Inc. and its subsidiaries.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (this “Report”) for the Company, contains forward-looking statements, including, without limitation, in the sections captioned “Item 1. Business” and “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations,” as well as elsewhere in this Report. Any and all statements contained in this Report that are not statements of historical fact may be deemed forward-looking statements. Terms such as “may,” “might,” “would,” “should,” “could,” “project,” “estimate,” “pro-forma,” “predict,” “potential,” “strategy,” “anticipate,” “attempt,” “develop,” “plan,” “help,” “believe,” “continue,” “intend,” “expect,” “future” and terms of similar import (including the negative of any of the foregoing) may be intended to identify forward-looking statements. Not all forward-looking statements, however, may contain one or more of these identifying terms. Forward-looking statements in this Report may include, without limitation, statements regarding (i) the plans and objectives of management for future operations; (ii) a projection of income, earnings per share, capital expenditures, dividends, capital structure or other financial items; (iii) the Company's future financial performance, including any such statement contained in a discussion and analysis of financial condition by management or in the results of operations included pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”); and (iv) the assumptions underlying or relating thereto.

The forward-looking statements are neither historical facts nor assurances of future performance and are not meant to predict or guarantee actual results, performance, events, or circumstances. Instead, they are based upon the Company's current projections, plans, objectives, beliefs, expectations, estimates and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company's control. Actual results, the timing of certain events and circumstances, and financial condition may differ materially from those indicated by the forward-looking statements as a result of these risks and uncertainties. Readers are cautioned not to place undue reliance on forward- looking statements because of the risks and uncertainties related to them. Any forward-looking statement made by the Company in this Report is based only on information currently available to the Company and speaks only as of the date on which it is made. The Company undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Table of Contents

PART I

Item 1. Business.

Background

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

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

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

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

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

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

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

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

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

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

Since ~~completion of~~ the ~~change~~transfer inof ~~control~~controlling ~~transaction,~~interest in August 2023, Zenith Energy Ltd. (“Zenith Energy”), ~~our~~the Company’s controlling stockholder, has provided approximately $~~325~~388,~~759~~008 capital in the form of payment made on behalf of the Company and $45,000 paid in capital in cash. Zenith Energy has indicated that it intends to continue to finance the Company and its expansion into the energy sector, to acquire additional royalties and/or ownership interest, pending the receipt of additional financing.

Table of Contents

Competition

The U.S. market for the acquisition of energy production and development opportunities is highly competitive. There are numerous firms and individuals engaged in the business, many of whom have longer operating histories and greater financial resources than we do. We believe that we can compete effectively based upon the energy sector experience of our executive officers and our controlling stockholders, although no assurance can be given in this regard.

Employees

As of the date of this Report, we have no employees, other than our executive officers. We have retained independent consultants and contractors who are presently completing the necessary additional development of our products.

Item lA. Risk Factors.

As a “smaller reporting company,” as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) we are not required to provide this Item.

Item lB. Unresolved Staff Comments.

As a “smaller reporting company,” we are not required to provide this Item.

Item 2. Properties.

We do not own or lease any real property.

Item 3. Legal Proceedings.

We have no knowledge of any material, active or pending proceeding against us or our subsidiaries, nor are we, or any subsidiary, involved as a plaintiff or defendant in any material proceeding or pending litigation.

Item 4. Mine Safety Disclosures.

None.

Table of Contents

PART II

Market Information

Our Common Stock is currently quoted on the Pink tier of the over-the-counter market maintained by OTC Markets Group, Inc., under the symbol “LEEN.” However, there is currently only a limited trading market for the Common Stock and there is no assurance that a regular trading market will ever develop.

Holders

As of the date of this Report there were 36 holders of record of our Common Stock, based on information provided by the Company's transfer agent. The holders of Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders.

Securities Authorized for Issuance Under Equity Compensation Plans

None.

Item 6. [Reserved].

56 Table of Contents

Item 7. Management's Discussion and Analysis of our Financial Conditions and Results of Operations.

The following discussion should be read in conjunction with our consolidated financial statements and notes to our consolidated financial statements, included in “Item 8. Financial Statements and Supplementary Data.” of this Report.

Results of Operations

	For the year ended July,
	2024($)			2023($)
		2025($)			2024($)
Revenues		45,~~429~~974			-4,429
General and administrative expenses		~~(287~~64,~~168~~922	)		~~(139~~287,~~430~~168	)
Operating loss		(282,739	)		(139,430	)
Operating profit/ (loss)		(58,948	)		(282,739	)
Total other income (expense)		2990,~~936~~783			(929,~~464~~936	)
Net loss		(252,803	)		(148,894	)
Net profit/ (loss)		31,835			(252,803	)

For the year ended July 31, ~~2024~~2025, we generated revenues of $45,~~429~~974 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.

WeThe ~~had~~Company’s nogeneral ~~revenues~~and administrative expenses for the year ended July 31, ~~2023~~2025, totaled $64,922, representing a decrease of $222,246 compared to $287,168 for the year ended July 31, 2024. The primary reason for the decrease was a significant reduction in consulting expenses. In the year ended 2024, consulting expenses were primarily related to the shareholder and business transfer process, which included services for advisory on oil and gas operations, initial business operations, and other professional services. As the transfer and name change was completed, these consulting fees were no longer incurred in the year ended 2025. In addition, legal fees associated with general corporate and securities matters, such as SEC investigation did not recur in the year ended 2025. Furthermore, the accounting and bookkeeping services from third party were no longer rendered in the year ended 2025.

~~During~~For the ~~fiscal~~ year ended July 31, ~~2024~~2025, ~~the~~we ~~Company~~had ~~incurred~~a ~~operating~~net ~~expenses~~profit of $~~286~~31,~~729,~~835 asdue ~~compared~~ to ~~expenses~~the ofrevenues ~~$139,430~~and ~~during~~ the ~~fiscal~~positive ~~year~~result ~~ended~~in ~~July~~the ~~31,~~extinguishment ~~2023.~~of ~~The~~account ~~majority~~payables. ofAll the expenses ~~consisted~~were ofpaid ~~general~~by ~~and~~our ~~administrative~~controlling ~~expenses~~stockholder Zenith Energy, ~~which~~who ~~includes~~renounced ~~professional~~to ~~services~~its credit.

For the year ended July 31, 2024, we generated revenues of $4,429 from the royalty interest we acquired in the Eagle Acquisition.

During the fiscal year ended July 31, 2024, the Company incurred operating expenses of $287,168, The majority of the expenses consisted of general and administrative expenses, which includes professional services.

For the year ended July 31, 2024, we had a net loss of $252,803, primarily to professional services under general and administrative expenses. All the expenses were paid by our controlling stockholder Zenith Energy, who renounced to its credit.

~~Our~~7 ~~net~~Table ~~loss~~ of ~~$148,894 for the year ended July 31, 2023, consisted entirely of general and administrative expenses.~~Contents

6 Table of Contents

Liquidity and Capital Resources

	At July 31, 2024($)		At July 31, 2023($)
	At July 31, 2025($)		At July 31, 2024($)
Cash		612,~~432~~118		36,432
Total current assets		612,~~432~~118		36,432
Non current assets		39,280		-
Non-current assets		39,280		39,280
Current liabilities (Accounts payable)		~~243~~134,~~346~~932		~~123~~243,~~309~~346

As of July 31, ~~2024~~2025, our current assets consisted of $612,~~432~~118 in cash, as compared to $36,432 in ~~case~~cash at July 31, ~~2023~~2024 and deposits $612,~~429~~115, as compared to $ ~~Nil~~6,429 at July 31, ~~2023~~2024 As at the year ended July 31, 2025.

Cash Flows from Operating Activities

	For the year ended July 31,
	2024($)			2023($)
		2025($)			2024($)
Net cash provided from (used in) operating activities		(~~154~~76,~~323~~579	)		48(154,~~360~~323	)

For the fiscal year ended July 31, ~~2024~~2025, net cash used in operating activities was $~~154~~76,~~323~~579, consisting of our net ~~loss~~profit for the period of $~~252~~31,~~803,~~835 ~~increased~~and decreased by the accounts payable of $~~131~~17,~~656~~343, and ~~decreased~~ increased by asettlement ~~convertible notes write-off~~ of ~~$8,423,~~account ~~a loan~~ payable ~~write-off~~ of $1391,~~134, and an accounts payable write off of $11,619~~071.

For the fiscal year ended July 31, 2024, net cash used in operating activities was $154,323, consisting of our net loss for the period of $252,803, increased by the accounts payable of $131,656 and decreased by an extinguishment of convertible notes of $8,423, an extinguishment of debt of $13,134, and a settlement of accounts payable of $11,619.

Cash Flows from Investing Activities

	For the year ended July 31,
	2024($)			2023($)
	2025($)			2024($)
Net cash provided by (used in) investing activities		~~(39,280~~-	)		(7339,~~942~~280	)

For the fiscal year ended July 31, 2024, we invested $39,280, for the acquisition of the 5% royalty interest in a package of seven (7) producing oil wells located in the Eagle Ford Shale, Lavaca County, Texas. ~~In the year ended July 31, 2023 the Company invested $73,942 in the software development with respect to its prior business.~~

Cash Flows from Financing Activities

	For the year ended July 31,
	2024($)		2023($)
	2025($)		2024($)
Net cash provided by (used in) financing activities		~~200~~82,~~032~~265		~~121~~200,~~986~~032

For the fiscal year ended July 31, ~~2024~~2025, net cash from investing activities was $~~200~~82,~~032~~265, due to additional paid in capital provided by Zenith Energy, our controlling stockholder~~, offset by the payment of convertible notes net of the amount written-off~~. For the fiscal year ended July 31, ~~2023~~2024, net cash from financing activities was $~~121~~200,~~986~~032.

Since the ~~change~~transfer inof ~~control~~controlling ~~transaction~~interest ~~completed~~ in August 2023, Zenith Energy Ltd. (“Zenith Energy”), ~~our~~the Company’s controlling stockholder, has provided approximately $~~325~~388,~~759~~008 capital in the form of payment made on behalf of the Company and $45,000 paid in capital in cash. Zenith Energy has indicated that it intends to continue to finance the Company and its expansion into the energy sector, to acquire additional royalties and/or ownership interest, pending the receipt of additional financing

78 Table of Contents

Our financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”), which contemplates our continuation as a going concern. As of July 31, ~~2024~~2025, we have incurred losses of $11,~~708~~693,~~450~~115. In addition, as of July 31, ~~2024~~2025 our current liabilities exceed our current assets by $~~217~~122,~~770~~814. These factors raise substantial doubt about our ability to continue operating as a going concern. Our ability to continue our operations as a going concern, realize the carrying value of our assets, and discharge our liabilities in the normal course of business is dependent upon our ability to raise capital sufficient to fund our commitments and ongoing losses, and ultimately generate profitable operations.

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. In addition, Zenith Energy, our controlling stockholder, has advised us that intends to provide the Company with working capital to fund operations and acquisitions, pending receipt of additional funding.

Critical Accounting Estimates

Our financial statements and the notes to the financial statements have been prepared in accordance with GAAP applied on a consistent basis. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Contractual Obligations

As a “smaller reporting company” we are not required to provide this information.

Off-Balance Sheet Arrangements

None.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

As a “smaller reporting company” we are not required to provide this information.

8 Table of Contents

Item 8. Financial Statements and Supplementary Data (PCAOB 50909).

LEOPARD ENERGY, INC. F/K/A CYBER APPS WORLD INC.

July 31, 2024 and July 31, 2023

Index to Financial Statements

		Page
Report of Independent Registered Accounting Firm (PCAOB ID 1171)		F-1
Consolidated Balance Sheets as of July 31, 2024, and 2023		F-2
Consolidated Statements of Operations and Comprehensive Loss for Years Ended July 31, 2024, and 2023		F-3
Consolidated Statement of Changes in Shareholder’s Deficit for the Years Ended July 31, 2024, and 2023		F-4
Consolidated Statements of Cash Flows for the Years Ended July 31, 2024, and 2023		F-5
Notes to Consolidated Financial Statements for the Years Ended July 31, 2024, and 2023		F-6

Table of Contents

~~REPORT~~Item OF8. ~~INDEPENDENT~~Financial ~~REGISTERED~~Statements ~~PUBLIC~~and ~~ACCOUNTING~~Supplementary ~~FIRM~~Data (PCAOB 50909).

~~To:~~LEOPARD ~~The Shareholders and the Board of Directors of Leopard Energy~~ENERGY, ~~Inc~~INC.

~~Opinion~~Index onto ~~the~~ Financial Statements

We have audited the accompanying consolidated balance sheet of Leopard Energy, Inc and its Subsidiaries (collectively, “the Company”) as of July 31, 2024, and the related consolidated statements of operations and comprehensive loss, changes in shareholders’ deficit, and cash flows for the year ended July 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2024, and the results of its operations and its cash flows for the year ended July 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

		Page
Report of Independent Registered Accounting Firm (PCAOB ID 1171)		F-1

Consolidated Balance Sheets as of July 31, 2025, and 2024		F-2

Consolidated Statements of Operations for Years Ended July 31, 2025, and 2024		F-3

Consolidated Statement of Changes in Shareholder’s Deficit for the Years Ended July 31, 2025, and 2024		F-4

Consolidated Statements of Cash Flows for the Years Ended July 31, 2025, and 2024		F-5

Notes to Consolidated Financial Statements for the Years Ended July 31, 2025, and 2024		F-6

~~Substantial~~10 ~~Doubt~~Table ~~about~~of ~~the Company’s Ability to Continue as a Going Concern~~Contents

~~The~~REPORT ~~accompanying~~OF ~~financial~~INDEPENDENT ~~statements~~REGISTERED ~~have~~PUBLIC ~~been~~ACCOUNTING prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company incurred substantial losses during the years ended July 31, 2024 and 2023. As of July 31, 2024, the Company had a working capital deficit. Accordingly, these factors give rise to substantial doubt that the Company will be able to continue as a going concern. Management closely monitors the Company’s financial position and has prepared a plan that is found in Note 1 that addresses this substantial doubt. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.FIRM

~~Basis~~To: ~~for~~The ~~Opinion~~Shareholders and the Board of Directors of Leopard Energy, Inc.

~~These~~Opinion ~~financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion~~ on the ~~Company’s~~Financial financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.Statements

We ~~conducted~~have ~~our~~audited ~~audits~~the inaccompanying ~~accordance~~consolidated ~~with~~balance ~~the~~sheet ~~standards~~ of ~~the~~Leopard ~~PCAOB.~~Energy, ~~Those~~Inc ~~standards~~and ~~require~~its ~~that~~Subsidiaries we(collectively, ~~plan and perform~~ “the ~~audit~~Company”) toas ~~obtain~~of ~~reasonable~~July ~~assurance~~31, ~~about~~2025, ~~whether~~and the ~~financial~~related consolidated statements ~~are free~~ of ~~material misstatement~~operations, ~~whether~~changes ~~due~~in toshareholders’ ~~error~~deficit, orand ~~fraud.~~cash ~~The~~flows ~~Company~~for isthe ~~not~~year ~~required~~ended toJuly ~~have~~31, ~~nor~~2025, ~~were~~and wethe ~~engaged~~related tonotes ~~perform,~~(collectively ~~audits~~referred ofto ~~its~~as ~~internal~~the ~~control over~~ “financial ~~reporting~~statements”). AsIn ~~part~~our ofopinion, ~~our~~the ~~audits~~financial statements present fairly, wein ~~are~~all ~~required~~material torespects, ~~obtain~~the anfinancial ~~understanding~~position of ~~internal~~the ~~controls~~Company ~~over~~as ~~financial~~of ~~reporting~~July 31, ~~but~~2025, ~~not~~and ~~for~~ the ~~purpose~~results of ~~expressing~~its anoperations ~~opinion~~and onits ~~the~~cash ~~effectiveness~~flows offor the ~~Company’s~~year ~~internal~~ended ~~controls~~July ~~over~~31, ~~financial~~2025, ~~reporting.~~in ~~Accordingly,~~conformity wewith ~~express~~accounting noprinciples ~~such~~generally ~~opinion~~accepted in the United States of America.

~~Our~~Substantial ~~audits~~Doubt ~~included~~about ~~performing procedures to assess~~ the ~~risks~~Company’s ofAbility ~~material misstatement of the financial statements, whether due~~ to ~~error~~Continue or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as ~~well as evaluating the overall presentation of the financial statements. We believe that our audits provide~~ a ~~reasonable~~Going ~~basis for our opinion.~~Concern

~~/s/~~The ~~WWC~~accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, Pthe Company incurred substantial losses during the years ended July 31, 2025 and 2024.C. ~~WWC~~As of July 31, P2025, the Company had a working capital deficit.C Accordingly, these factors give rise to substantial doubt that the Company will be able to continue as a going concern. ~~Certified~~Management ~~Public~~closely ~~Accountants~~monitors ~~PCAOB~~the ~~ID:~~Company’s ~~1171~~financial position and has prepared a plan that is found in Note 1 that addresses this substantial doubt. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

WeBasis ~~have~~for ~~served as the Company’s auditor since 2024.~~Opinion

~~San~~These ~~Mateo,~~financial ~~California~~statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~November~~We 22conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, ~~2024~~whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, audits of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal controls over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal controls over financial reporting. Accordingly, we express no such opinion.

~~F-1~~Our ~~Table~~audits included performing procedures to assess the risks of ~~Contents~~material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

LEOPARD ENERGY, INC.
Consolidated Balance Sheets
	As of July 31,
	2024			2023
ASSETS	$			$
Current assets:
Cash	$	6,432		$	3
Total current assets		6,432			3
Royalty interests		39,280			-
Total Assets	$	45,712		$	3
LIABILITIES AND (DEFICIT) EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	243,346		$	123,309
Total current liabilities		243,346			123,309
Convertible notes payable		-			179,150
Loan payable		-			13,134
Total non-current liabilities		-			192,284
Total Liabilities		243,346			315,593
STOCKHOLDER’S DEFICIT
Preferred stock, $0.001 par value, 10,000,000 authorized, 100,000 issued and outstanding as of July 31, 2023 and 2022		100			100
Common stock, $0.001 par value, 250,000,000 shares and 889,011,264 shares authorized, 1,272,917 issued and outstanding as of July 31, 2023 and 2022, respectively		1,272			1,272
Additional paid in capital		11,525,944			11,155,185
Accumulated deficit		(11,724,950	)		(11,472,147	)
Total Stockholder’s Deficit		(197,634	)		(315,590	)
Total Liabilities and Stockholder’s Deficit	$	45,712		$	3

/s/ WWC, P.C.
Certified Public Accountants
PCAOB ID: 1171

~~The~~We ~~accompanying~~have ~~notes~~served ~~are~~as anthe ~~integral~~Company’s ~~part~~auditor ofsince ~~these consolidated financial statements~~2024.

~~F-2~~San ~~Table~~Mateo, ~~of Contents~~California

LEOPARD ENERGY, INC.
Consolidated Statements of Operations and Comprehensive Loss
	For the Years Ended July 31,
	2024			2023
	$			$
Revenue	$	4,429		$	-
Cost of revenue		-			-
Gross Income		4,429			-
General and administrative		(287,168	)		(139,430	)
Total operating expenses		(287,168	)		(139,430	)
Operating loss		(282,739	)		(139,430	)
Other income (expense)
Gain from convertible notes write off		8,423			-
Gain from loan payable write off		13,134			-
Gain from Accounts payable write off		11,619			-
Financial expense		(3,240	)		(9,464	)
Total other income (expense)		29,936			(9,464	)
Net loss		(252,803	)		(148,894	)
Basic net loss per common share		(0.20	)		(0.13	)
Diluted net loss per common share		(0.20	)		(0.13	)
Basic weighted average common shares outstanding		1,272,917			1,145,667

October 20, 2025

~~The~~F-1 ~~accompanying~~Table ~~notes are an integral part~~ of ~~these consolidated financial statements.~~Contents

F-3 Table of Contents

LEOPARD ENERGY, INC.
Consolidated Balance Sheets
	As of July 31,
	2025			2024
ASSETS	$			$
Current assets:
Cash	$	12,118		$	6,432
Total current assets		12,118			6,432

Royalty interests		39,280			39,280
Total Assets	$	51,398		$	45,712
LIABILITIES AND (DEFICIT) EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	134,932		$	243,346
Total current liabilities		134,932			243,346

Total non-current liabilities		-
Total Liabilities		134,932			243,346
Stockholder’s deficit
Preferred stock, $0.001 par value, 10,000,000 authorized, 100,000 issued and outstanding as of July 31, 2025 and 2024		100			100
Common stock, $0.001 par value, 250,000,000 shares authorized, 1,272,917 issued and outstanding as of July 31, 2025 and 2024, respectively		1,272			1,272
Additional paid in capital		11,608,209			11,525,944
Accumulated deficit		(11,693,115	)		(11,724,950	)
Total Stockholder’s Deficit		(83,534	)		(197,634	)

Total Liabilities and Stockholder’s Deficit	$	51,398		$	45,712

LEOPARD ENERGY, INC.
Consolidated Statements of Changes in Shareholder’s Equity
													Additional
	Common Stock						Preferred Stock						paid in		Accumulated
	Number			Par Value			Number			Par Value			Capital		Deficit			Total
				$						$			$		$			$
Opening balance as of July 31, 2022		961,448			961									11,123,597		(11,323,253	)		(198,695	)
Issuance of Common stock from convertible notes conversion		98,160			98									23,388					23,486
Issuance of Common Stock		250,387			250									8,200					8,450
Cancellation of Common shares		(37,078	)		(37	)													(37	)
Issuance of Preferred stock								300,000			300								300
Cancellation of Preferred stock								(200,000	)		(200	)							(200	)
Net Loss		-			-			-			-			-		(148,894	)		(148,894	)
Closing Balance as of July 31, 2023		1,272,917			1,272			100,000			100			11,155,185		(11,472,147	)		(315,590	)
Opening balance as of August 1, 2023		1,272,917			1,272			100,000			100			11,155,185		(11,472,147	)		(315,590	)
Additional paid in capital														370,759					370,759
Net Loss																(252,803	)		(252,803	)
Closing Balance as of July 31, 2024		1,272,917			1,272			100,000			100			11,525,944		(11,724,950	)		(197,634	)

The accompanying notes are an integral part of these consolidated financial statements.

~~The~~F-2 ~~accompanying~~Table ~~notes are an integral part~~ of ~~these consolidated financial statements,~~Contents

F-4 Table of Contents

LEOPARD ENERGY, INC.
Consolidated Statements of Operations
	For the Years Ended July 31,
	2025			2024
	$			$
Revenue	$	5,974		$	4,429

Cost of revenue		-			-
Gross Income		5,974			4,429

General and administrative		(64,922	)		(287,168	)
Total operating expenses		(64,922	)		(287,168	)

Operating loss		(58,948	)		(282,739	)

Other income (expense)
Gain on extinguishment of convertible notes		-			8,423
Gain on extinguishment of debt		-			13,134
Gain on settlement of accounts payable		91,071			11,619
Financial expense		(288	)		(3,240	)
Total other income		90,783			29,936

Net profit/(loss)		31,835			(252,803	)

Basic net profit/(loss) per common share		0.03			(0.20	)
Diluted net profit/(loss) per common share		0.03			(0.20	)
Basic weighted average common shares outstanding		1,272,917			1,272,917

LEOPARD ENERGY, INC.
Consolidated Statements of Cash Flows
	For the Years Ended July 31,
	2024			2023
	$			$
Cash flows from operating activities:
Net loss		(252,803	)		(148,894	)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment loss		-			73,942
Convertible notes interest accrued for conversion		-			9,463
Original initial discount and legal processing fees		-			19,340
Convertible Notes Write off		(8,423	)		-
Loan Payable write off		(13,134	)		-
Accounts payable write off		(11,619	)		-
Changes in assets and liabilities:		-			-
Deposit & Prepayments		-			(7,652	)
Accounts payable and accrued expenses		131,656			5,440
Net cash used in operating activities		(154,323	)		(48,360	)
Cash flows from investing activities:
Royal interest acquisition		(39,280	)		-
Software development		-			(73,942	)
Net cash used in investing activities		(39,280	)		(73,942	)
Cash flows from financing activities:
Proceeds from Convertible bond		-			102,436
Proceeds from Loan		-			22,000
Repayment made to Loan balance		-			(11,000	)
Convertible Notes repayment		(170,727	)		-
Proceeds from Issuance of preferred shares		-			100
Proceeds from Issuance of common shares		-			8,450
Proceeds provided by additional paid in capital		370,759			-
Net cash from financing activities		200,032			121,986
Net change in cash		6,429			(317	)
Cash at beginning of period		3			320
Cash at end of period		6,432			3
Non cash activities
Issuing common stock and preferred stock in connection with convertible notes		-			23,486
Convertible notes payable and accounts payable repayment made by shareholder on behalf of the Company		187,727			-
Expenses payment made by shareholder on behalf of the Company		138,032			-

The accompanying notes are an integral part of these consolidated financial statements.

~~The~~F-3 ~~accompanying~~Table ~~notes are an integral part~~ of ~~these consolidated financial statements.~~Contents

F-5 Table of Contents

LEOPARD ENERGY, INC.
Consolidated Statements of Changes in Shareholder’s Deficit

									Additional
	Common Stock				Preferred Stock				paid in		Accumulated
	Number		Par Value		Number		Par Value		Capital		Deficit			Total
			$				$		$		$			$
Opening balance as of August 1, 2023		1,272,917		1,272		100,000		100		11,155,185		(11,472,147	)		(315,590	)
Additional paid in capital										370,759					370,759
Net Loss												(252,803	)		(252,803	)
Closing Balance as of July 31, 2024		1,272,917		1,272		100,000		100		11,525,944		(11,724,950	)		(197,634	)

LEOPARD ENERGY, INC.

Opening balance as of August 1, 2024	1,272,917	1,272	100,000	100	11,525,944	(11,724,950	)	(197,634	)
Additional paid in capital					82,265			82,265
Net Profit						31,835		31,835
Closing Balance as of July 31, 2025	1,272,917	1,272	100,000	100	11,608,209	(11,693,115	)	(83,534	)

~~NOTES~~The TOaccompanying ~~CONSOLIDATED~~notes ~~FINANCIAL~~are ~~STATEMENTS~~an integral part of these consolidated financial statements,

~~July~~F-4 ~~31,~~Table ~~2024~~of Contents

Note 1. Organization and Business Description

LEOPARD ENERGY, INC.
Consolidated Statements of Cash Flows
	For the Years Ended July 31,
	2025			2024
	$			$
Cash flows from operating activities:
Net profit/(loss)		31,835			(252,803	)
Adjustments to reconcile net loss to net cash used in operating activities:
Extinguishment of convertible notes		-			(8,423	)
Extinguishment of debt		-			(13,134	)
Settlement of accounts payable		(91,071	)		(11,619	)
Changes in assets and liabilities:
Accounts payable and accrued expenses		(17,343	)		131,656
Net cash used in operating activities		(76,579	)		(154,323	)

Cash flows from investing activities:
Royal interest acquisition		-			(39,280	)
Net cash used in investing activities		-			(39,280	)

Cash flows from financing activities:
Convertible notes repayment		-			(170,727	)
Proceeds provided by additional paid in capital		82,265			370,759
Net cash from financing activities		82,265			200,032

Net change in cash		5,686			6,429
Cash at beginning of year		6,432			3

Cash at end of year		12,118			6,432

~~Leopard~~The ~~Energy,~~accompanying ~~Inc.~~notes ~~and~~are ~~its~~an ~~subsidiaries~~integral ~~(Collectively,~~part ~~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 have not been successful in developing revenue from these ~~operations~~consolidated infinancial ~~its operating history~~statements.

~~Since~~F-5 ~~the~~Table ~~transfer~~ of ~~its controlling interest in August 2023, the Company redirect its business into the energy sector, mainly aiming at investment in royalty interest of energy related petrol and mineral production.~~ Contents

~~The~~LEOPARD ~~Company has filed an Amendment to its Articles of Incorporation (the “Amendment”) with the Secretary of State of Nevada~~ENERGY, ~~changing its name from “Cyber Apps World Inc~~INC.~~” to “Leopard Energy, Inc.” effective April 26, 2024.~~

~~The~~NOTES ~~financial~~TO ~~statements~~CONSOLIDATED ~~and~~FINANCIAL ~~notes~~STATEMENTS 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.

OnJuly ~~August 23~~31, 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. In connection with the share and purchase agreement, it was agreed between the parties that part of the purchase price paid by Zenith would be used by JanBella to settle some outstanding liabilities of Leopard Energy, as it happened. Along with the transition of interest, certain debtors agreed to partially write off their debt due from the company upon partial payment made by JanBella.2025

~~This~~Note ~~resulted~~1. inOrganization ~~the~~and ~~following~~Business ~~gain~~Description ~~from write-off of liabilities~~

·	Write off convertible notes	$	8,423
·	Write off loan payable	$	13,134
·	Write off Accounts payable	$	11,619

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.

F-6 Table of Contents

Name of Entity

Incorporation

Date

Background

Ownership

Principal activities

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

July 15, 2002

US Company

Parent Company

Holding Company

Zena Oil & Gas LLC

June 21, 2023

US Company

100% Owned

Oil production and related investments

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

The ~~accompanying~~Company ~~financial~~has ~~statements~~filed ~~have~~an ~~been~~Amendment ~~prepared~~to inits ~~conformity~~Articles ~~with~~of ~~accounting~~Incorporation ~~principles~~(the ~~generally~~“Amendment”) ~~accepted~~with in the ~~United~~Secretary ~~States~~of State of ~~America~~Nevada, (changing its name from “USCyber ~~GAAP”)~~Apps World Inc.” ~~The~~to ~~Company's~~“Leopard ~~functional~~Energy, ~~currency~~Inc.” iseffective ~~the~~April ~~USD~~26, 2024.

~~Principles~~The financial statements and notes are the representations of ~~consolidation~~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.

~~The~~On ~~consolidated~~August ~~financial~~23, ~~statements~~2023, ~~include~~the original shareholder JanBella Group sold the ~~financial~~Series ~~statements~~A ofPreferred 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 ~~Company~~London Stock Exchange and ~~its~~Euronext ~~subsidiary~~Oslo. ~~All~~In ~~intercompany~~connection ~~transactions~~with the share and ~~balances~~purchase agreement, ifit ~~any~~was agreed between the parties that part of the purchase price paid by Zenith would be used by JanBella to settle some outstanding liabilities of Leopard Energy, ~~are~~as ~~eliminated~~it happened. Along with the transition of interest, certain debtors agreed to partially settle their debt due from the company upon ~~consolidation~~partial payment made by JanBella.

A This ~~subsidiary~~resulted ~~is an entity~~ in ~~which~~ the ~~Company,~~following ~~directly~~gain orfrom ~~indirectly,~~extinguishment ~~controls~~and ~~more~~settlement ~~than one half~~ of ~~the voting power~~liabilities, ~~has~~recognized ~~the~~in ~~power to appoint or remove~~ the ~~majority~~consolidated ~~of the members of the board of directors, to cast a majority of votes at the meeting of the board of directors or to govern the~~ financial ~~and~~statements ~~operating~~for ~~policies of~~ the ~~investee~~year ~~under~~ended aJuly ~~statute~~31, ~~or agreement among the shareholders or equity holders~~2024.

Going Concern

·	Extinguishment of convertible notes	$	8,423
·	Extinguishment of debt	$	13,134
·	Settlement of account payable	$	11,619

~~The~~F-6 ~~accompanying~~Table ~~audited consolidated financial statements have been prepared assuming that the Company will continue audited 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.~~Contents

AsBasis ~~reflected in the accompanying audited consolidated financial statements the Company had a loss~~ of $252,803 and $148,894 during the fiscal year ended July 31, 2024 and 2023, respectively. As of July 31, 2024, the Company had accumulated deficit of $11,724,950 and a working capital deficit of $236,917. Management believes these factors raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months. Presentation

~~Management~~The ~~recognized~~accompanying ~~that~~financial ~~the~~statements ~~Company’s~~have ~~continued~~been ~~existence~~prepared isin ~~dependent~~conformity ~~upon~~with ~~its~~accounting ~~ability~~principles togenerally ~~obtain~~accepted ~~needed~~in ~~working capital through additional equity and/or debt financing and revenue to cover expenses as~~ the ~~Company~~United ~~continues~~States toof ~~incur~~America ~~losses~~(“US GAAP”). ~~Management~~The ~~monitors and analyzes the~~ Company’'s ~~cash~~functional ~~on-hand,~~currency ~~its~~is ~~ability to generate sufficient revenue sources in~~ the ~~future, and its operating and capital expenditure commitments~~USD.

~~Since~~Principles ~~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.consolidation

The ~~Company’s~~consolidated ~~ability~~financial tostatements ~~raise~~include ~~additional~~the ~~capital~~financial isstatements ~~affected~~of bythe ~~trends~~Company and ~~uncertainties beyond~~ its ~~control~~subsidiary. ~~The~~All ~~Company~~intercompany ~~does~~transactions ~~not~~and ~~currently have any arrangements for financing~~balances, ~~and it may not be able to find such financing~~ if ~~required. Obtaining additional financing would be subject to a number of factors~~any, ~~including~~are ~~investor~~eliminated ~~sentiment.~~upon ~~Market factors may make the timing, amount, terms or conditions of additional financing unavailable to it~~consolidation.

~~Since~~A ~~the~~subsidiary ~~transfer~~is ofan ~~controlling~~entity ~~interest~~ in ~~August~~which ~~2023~~the Company, ~~Zenith~~directly ~~Energy~~or ~~Ltd.~~indirectly, ~~(“Zenith~~controls ~~Energy”),~~more ~~the~~than ~~Company’s~~one ~~controlling~~half ~~stockholder~~of the voting power, has ~~provided~~the ~~approximately~~power ~~$370,759~~to ~~capital~~appoint inor remove the ~~form~~majority of ~~payment~~the ~~made~~members onof ~~behalf~~the board of ~~the~~directors, ~~Company.~~to ~~Zenith~~cast ~~Energy~~a ~~has~~majority ~~indicated~~of ~~that~~votes ~~intends~~at tothe ~~continue~~meeting of the board of directors or to ~~finance~~govern the ~~Company~~financial and ~~its~~operating ~~expansion~~policies ~~into~~of the ~~energy~~investee ~~sector,~~under toa ~~acquire~~statute ~~additional royalties and/~~or ~~ownership~~agreement ~~interest,~~among ~~pending~~ the ~~receipt~~shareholders ofor ~~additional~~equity ~~financing~~holders.

ToGoing 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. Concern

~~F-7~~The ~~Table~~accompanying audited consolidated financial statements have been prepared assuming that the Company will continue audited as a going concern, which contemplates the realization of ~~Contents~~assets and the discharge of liabilities in the normal course of business for the foreseeable future.

~~Note~~As 2reflected in the accompanying audited consolidated financial statements, the Company had a profit of $31,835 and a loss of $252,803 during the fiscal year ended July 31, 2025 and 2024, respectively. ~~Summary~~As of ~~Significant~~July ~~Accounting~~31, ~~Policies~~2025, the Company had accumulated deficit of $11,693,115 and a working capital deficit of $122,814. Management believes these factors raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months.

AManagement ~~summary~~recognized ofthat ~~significant~~the ~~accounting~~Company’s ~~policies~~continued existence is ~~presented~~dependent upon its ability to ~~assist~~obtain inneeded ~~the~~working ~~understanding~~capital ofthrough additional equity and/or debt financing and revenue to cover expenses as the ~~financial~~Company ~~statements~~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.

~~Critical~~Since ~~Accounting~~its ~~Estimates~~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 ~~preparation~~Company’s ofability ~~the financial statements is in conformity with generally accepted accounting principles in the United States of America, which require management~~ to ~~make~~raise ~~estimates~~additional ~~and~~capital ~~assumptions~~is ~~that~~affected ~~affect~~by ~~the~~trends ~~reported amounts of assets~~ and ~~liabilities~~uncertainties ~~and~~beyond ~~disclosure~~its ofcontrol. ~~contingent~~The ~~assets~~Company ~~and~~does ~~liabilities~~not atcurrently ~~the~~have ~~date~~any ofarrangements ~~the~~for ~~financial~~financing, ~~statements~~ and ~~the~~it ~~reported~~may ~~amounts~~not ofbe ~~revenues~~able ~~and~~to ~~expenses~~find ~~during~~such ~~the~~financing ~~reporting~~if ~~periods~~required. ~~Management~~Obtaining ~~makes~~additional ~~these~~financing ~~estimates~~would ~~using~~be ~~the~~subject ~~best information available at the time the estimates are made. Actual results could differ from those estimates. Significant accounting estimates include, but not limited~~ to ~~allowance~~a ~~for~~number ~~doubtful accounts, useful lives and impairment~~ of ~~long-lived asset~~factors, ~~and~~including ~~impairment~~investor ~~of royalty interests acquired~~sentiment. ~~Changes~~ inMarket ~~facts~~factors ~~and circumstances~~ may ~~result~~make inthe ~~revised~~timing, ~~estimates. Actual results could differ from those estimates~~amount, ~~and~~terms asor ~~such,~~conditions ~~differences~~of ~~may~~additional befinancing ~~material~~unavailable to ~~the consolidated financial statements~~it.

~~Concentrations~~Since the transfer of ~~Credit~~controlling ~~Risk~~interest in August 2023, Zenith Energy Ltd. (“Zenith Energy”), the Company’s controlling stockholder, has provided approximately $388,008 capital in the form of payment made on behalf of the Company and $45,000 paid in capital in cash. Zenith Energy has indicated that it intends to continue to finance the Company and its expansion into the energy sector, to acquire additional royalties and/or ownership interest, pending the receipt of additional financing

~~The~~To sustain its ability to support the Company’s ~~financial~~operating ~~instruments~~activities, ~~that~~the ~~are~~Company ~~exposed~~may have to ~~concentrations~~consider ofsupplementing ~~credit~~its ~~risk~~available ~~consist~~sources ~~principally~~ of ~~cash.~~funds ~~The~~through ~~Company~~the ~~places~~following ~~its~~sources: (1) cash ingenerated ~~what~~from itupcoming ~~believes~~operations; to(2) benew ~~credit-worthy~~bank loans, (3) financial ~~institutions. The~~support from the Company’s ~~has~~shareholder ~~not~~and ~~experienced~~related ~~any~~party. ~~losses~~Based inon ~~such~~the ~~accounts~~above ~~and~~analysis, management believes it is more likely than not ~~exposed~~that tothe ~~any~~Company ~~significant~~can ~~risk~~meet inits ~~cash~~obligations as they become due within one year from the reporting date and can continue as a going concern.

~~Fair~~F-7 ~~Value~~Table of ~~Financial Instruments~~Contents

~~Financial~~Note ~~Accounting~~2. ~~Standards~~Summary ~~Board ("FASB") Accounting Standards Codification ("ASC") 820 (formerly Statement~~ of ~~Financial~~Significant Accounting ~~Standard ("SFAS") No. 157 Fair Value Measurements) establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as the following:~~Policies

·A ~~Level~~summary ~~1-defined~~of assignificant ~~observable~~accounting ~~inputs~~policies ~~such~~is aspresented ~~quoted~~to ~~prices~~assist in ~~active~~the ~~markets~~understanding ~~for~~of ~~identical~~the ~~assets~~financial or liabilities; · Level 2-defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and · Level 3-defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptionsstatements.

~~Financial~~Critical ~~assets~~Accounting and liabilities of the Company primarily consisted of cash, prepayments, accounts payable and accrued liabilities, and the carrying amount of the financial instruments generally approximate their fair market values based on the short- term maturity of these instruments. ASC 825-10 "Financial Instruments" allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. Estimates

The ~~Company’s~~preparation ~~non-~~of the financial statements is in conformity with generally accepted accounting principles in the United States of America, which require management to make estimates and assumptions that affect the reported amounts of assets ~~would~~and beliabilities ~~measured~~and disclosure of contingent assets and liabilities at ~~fair~~the ~~value~~date ~~only~~of ifthe ~~they~~financial ~~were~~statements ~~determined~~and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. Actual results could differ from those estimates. Significant accounting estimates include, but not limited to allowance for doubtful accounts, useful lives and impairment of long-lived asset, and impairment of royalty interests acquired. Changes in facts and circumstances may result in revised estimates. Actual results could differ from those estimates, and as such, differences may be ~~impaired~~material to the consolidated financial statements.

~~F-8~~Concentrations ~~Table~~ of ~~Contents~~Credit Risk

~~Impairment~~The Company’s financial instruments that are exposed to concentrations of ~~Long~~credit risk consist principally of cash. The Company places its cash in what it believes to be credit-~~Lived~~worthy ~~assets~~financial institutions. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risk in cash.

~~The~~Fair ~~Company~~Value reviews its Long-Lived assets for potential impairment whenever significant events or changes in circumstances indicate the carrying value may not be recoverable in accordance with the guidance in ASC 360-15-35 “Impairment or Disposal of ~~Long-Lived~~Financial Assets.” An impairment exists when the carrying amount of the long-lived assets is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If an impairment exists, the resulting write-down would be the difference between the fair market value of the long-lived asset and the related net book value. There is no impairment of long-lived assets in the year ended July 31,2024.Instruments

~~Royalty~~Financial ~~Interests~~ Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 820 (formerly Statement of Financial Accounting Standard ("SFAS") No. 157 Fair Value Measurements) establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as the following:

On· ~~January~~Level ~~17,~~1-defined ~~2024,~~as ~~the~~observable ~~Company~~inputs ~~made~~such ~~investment~~as inquoted ~~the~~prices ~~5% royalty interest~~ in aactive ~~package~~markets offor ~~seven~~identical ~~(7)~~assets ~~producing~~or ~~oil~~liabilities; ~~wells~~· ~~located~~Level in2-defined ~~the~~as ~~Eagle~~inputs ~~Ford~~other ~~Shale,~~than ~~Lavaca~~quoted ~~County,~~prices ~~Texas~~in ~~(the~~active ~~“Eagle~~markets ~~Acquisition”) at a cost of $39,280. The operating rights of the wells are leased to licensed operators (oil and gas companies) through agreements~~ that grant the operator the right to explore, drill, and produce oil or gas, and the royalty interest is a financial share of production paid to the well rights owner. The agreements do not include a specific expiry date because they are ~~tied~~either todirectly ~~the production lifespan of the operation lease~~ or ~~agreement.~~indirectly ~~The~~observable; ~~lease~~and ~~may~~· ~~expire~~Level if3-defined ~~production ceases, but~~ as ~~long~~unobservable asinputs ~~the well is productive, the rights remain~~ in ~~effect~~which ~~under~~little a concept known as “Held by Production” (HBP). Under the HBP system, once a well begins production, the lease remains valid as long as the production continues and so as the royalty interests. The rights endure for the lifetime of the well, providing economic security for both the rights holder and the operator. If production ceases or ~~drops~~no ~~below~~market ~~commercial~~data ~~levels~~exists, ~~the~~therefore ~~lease~~requiring ~~may~~an ~~terminate~~entity ~~unless~~to ~~further~~develop ~~development~~its orown ~~operations occur~~assumptions. ~~As a result, the Company do not recognize any amortization expenses.~~

~~Royalty~~Financial ~~interests~~assets ~~acquired~~and ~~are~~liabilities ~~carried~~of at the ~~lower~~Company primarily consisted of ~~cost~~cash, orprepayments, ~~fair~~accounts ~~value.~~payable ~~Valuations~~and ~~are~~accrued ~~periodically~~liabilities, ~~performed~~and orthe ~~obtained~~carrying byamount ~~management~~of ~~whenever~~the ~~events~~financial orinstruments ~~changes~~generally inapproximate ~~circumstances~~their ~~indicate~~fair ~~that~~market values based on the ~~carrying~~short- ~~amount~~term ~~may~~maturity ~~not~~of bethese ~~recoverable~~instruments. ~~Impairments,~~ASC if825-10 ~~any,~~"Financial ~~are~~Instruments" ~~recorded~~allows byentities ato ~~charge~~voluntarily choose to ~~net~~measure ~~income~~certain financial assets and aliabilities ~~valuation~~at ~~allowance~~fair ifvalue ~~the~~(fair ~~carrying~~value option). The fair value ofoption ~~the~~may ~~royalty~~be ~~interest~~elected ~~exceeds~~on ~~its~~an ~~estimated~~instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value. ~~There~~option ~~was~~is noelected ~~depletion~~for ~~expense~~an instrument, unrealized gains and losses for ~~the~~that ~~year~~instrument ~~ended~~should ~~July~~be ~~31,~~reported ~~2024~~in earnings at each subsequent reporting date.

FThe Company’s non-9financial ~~Table~~assets ofwould ~~Contents~~be measured at fair value only if they were determined to be impaired.

~~The Company adopted ASU 2014~~F-~~09,~~8 ~~Revenue~~Table ~~from Contracts with Customers (Topic 606). The revenue recognition principle~~ of ~~ASC 606 requires that revenue is recognized when the delivery of promised goods or services matches the amount expected by the company in exchange for the goods or services.~~Contents

~~There~~Impairment ~~are~~of ~~five~~Long-Lived ~~steps needed to satisfy the updated revenue recognition principle:~~ assets

1.The ~~Identify~~Company ~~the~~reviews ~~contract~~its ~~with~~Long-Lived ~~the~~assets ~~customer.~~for ~~This~~potential ~~involves~~impairment ~~agreeing~~whenever onsignificant ~~the~~events ~~terms~~or ofchanges ~~the~~in ~~contract,~~circumstances ~~including~~indicate ~~payment,~~ the ~~delivery~~carrying ofvalue ~~goods~~may ~~and~~not ~~services,~~be ~~and~~recoverable ~~consequences~~in ifaccordance ~~any~~with ~~obligations~~the ~~aren't~~guidance ~~met. Contracts may come~~ in ~~written~~ASC ~~form~~360-15-35 “Impairment or ~~may~~Disposal ~~begin~~of asLong-Lived ~~verbal agreements~~Assets.” 2.An ~~Identify~~impairment ~~contractual~~exists ~~performance~~when ~~obligations.~~the Incarrying ~~this~~amount ~~case,~~of ~~it's~~long-lived ~~important~~assets tois ~~outline~~not ~~the~~recoverable ~~specific~~and ~~goods~~exceeds orits ~~services~~fair ~~behind the agreement~~value. 3.The ~~Determine~~carrying ~~the~~ amount of ~~consideration/price~~a ~~for~~long-lived ~~the~~asset ~~transaction.~~is ~~This~~not ~~isn't~~recoverable ~~just~~if ~~about~~it exceeds the ~~price~~sum of ~~goods~~the ~~and~~undiscounted ~~services~~cash ~~but~~flows ~~also~~expected ~~includes~~to ~~other~~result ~~factors,~~from ~~such~~the asuse ~~discounts,~~and ~~return~~eventual ~~policies,~~disposition ~~and~~of ~~additional~~the ~~fees~~asset. 4.If ~~Allocate~~impairment exists, the ~~determined~~resulting ~~amount~~write-down ofwould ~~consideration/price~~be to the ~~contractual~~difference ~~obligations.~~between ~~This~~the ~~step~~fair ~~involves~~market ~~any~~value ~~specific~~of ~~selling~~the ~~price~~long-lived toasset ~~every~~and ~~single~~the ~~obligation.~~related 5netbook value. ~~Recognize~~As ~~revenue~~at ~~when~~ the ~~performing~~year ~~party~~ended ~~satisfies~~July ~~the~~31, ~~performance~~2025, ~~obligation.~~the ~~This~~Company ~~should~~identified ~~only~~that ~~be done once~~ the ~~transaction~~fair isvalue ~~complete~~of ~~and~~the ~~your~~long-lived ~~obligation~~assets isexceeds ~~fulfilled.~~the ~~Revenue~~carrying ~~can~~value; ~~only~~therefore, bethere ~~recognized~~is ~~once~~no ~~this~~impairment isof ~~done~~the assets.

~~The~~Royalty Company is operating in royal interests’ investment in oil and gas production industry and generate revenue from royalty interest distribution. The Company owns a royalty interest on wells production and is entitled with portion of revenue share without having to incur the operational expenses associated with extracting or producing the resource.Interests

~~Well~~On ~~operating~~January ~~royalty~~17, ~~interests~~2024, ~~distribution~~the ~~are~~Company ~~reported~~made ~~point~~investment in ~~time~~the ~~and~~5% ~~net~~royalty interest in a package of ~~production~~seven ~~taxes~~(7) ~~when~~producing oil wells located in the ~~drip~~Eagle ~~condensate~~Ford Shale, ~~crude~~Lavaca County, Texas (the “Eagle Acquisition”) at a cost of $39,280. The operating rights of the wells are leased to licensed operators (oil and gas companies) through agreements that grant the operator the right to explore, drill, and produce oil or gas, and ~~plant~~the ~~products~~royalty interest is a financial share of production paid to the well rights owner. The agreements do not include a specific expiry date because they are ~~produced~~tied ~~from~~to the ~~respective~~production lifespan of the operation lease or agreement. The lease may expire if production ceases, but as long as the well is productive, the rights remain in effect under a concept known as “Held by Production” (HBP). Under the HBP system, once a well ~~operator~~begins production, the ~~operator~~lease ~~distribute~~remains valid as long as the ~~Company’s~~production ~~share~~continues ofand ~~interests~~so ~~according~~as tothe ~~agreed~~royalty ~~proportion~~interests. ~~Royalty~~The ~~interest~~rights ~~payments~~endure ~~are~~for ~~generally~~the ~~received~~lifetime atof the ~~subsequent~~well, ~~month~~providing ofeconomic security for both the rights holder and the operator. If production ~~made~~ceases or drops below commercial levels, the lease may terminate unless further development or operations occur. As a result, the Company do not recognize any amortization expenses.

~~During~~Royalty interests acquired are carried at the ~~financial~~lower ~~year~~of ~~ended~~cost ~~July~~or ~~31,~~fair ~~2024,~~value. ~~the~~Valuations ~~Company~~are ~~recognizes~~periodically ~~monthly~~performed ~~revenues~~or ~~from~~obtained ~~the~~by ~~investment~~management whenever events or changes in circumstances indicate that the 5%carrying ~~royalty~~amount ~~interest~~may innot abe ~~package~~recoverable. ofImpairments, ~~seven~~if ~~(7)~~any, ~~producing~~are ~~oil~~recorded ~~wells~~by ~~located~~a incharge ~~the~~to ~~Eagle~~net ~~Ford~~income ~~Shale,~~and ~~Lavaca~~a ~~County,~~valuation ~~Texas~~allowance (if the ~~“Eagle~~carrying ~~Acquisition”),~~value ~~acquired~~of onthe ~~January~~royalty ~~17,~~interest ~~2024,~~exceeds ~~that~~its ~~resulted~~estimated infair avalue. ~~yearly~~There ~~amount~~was ofno $depletion 4expense for the year ended July 31,~~429~~ 2025.

~~During~~F-9 ~~the~~Table ~~previous~~of ~~financial year 2023, the Company had no revenues generation.~~Contents

~~Basic~~The ~~and~~Company ~~Diluted~~adopted ~~Net~~ASU ~~Loss~~2014-09, ~~Per~~Revenue ~~Common~~from ~~Share~~Contracts with Customers (Topic 606). The revenue recognition principle of ASC 606 requires that revenue is recognized when the delivery of promised goods or services matches the amount expected by the company in exchange for the goods or services.

~~The~~There ~~Company reports earnings per share in accordance with FASB ASC 260 "Earnings per share". The Company's basic earnings per share~~ are ~~computed~~five ~~using~~steps ~~the~~needed weighted average number of shares outstanding for the periods presented. Diluted earnings per share are computed based on the assumption that any dilutive options or warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, the Company's outstanding convertible notes are assumed to besatisfy ~~exercised, and funds thus obtained were assumed to be used to purchase common stock at~~ the ~~average~~updated ~~market~~revenue ~~price~~recognition ~~during~~principle: ~~the period. The calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares have been outstanding for the entire period presented.~~

~~F-10~~1. ~~Table~~Identify the contract with the customer. This involves agreeing on the terms of ~~Contents~~the contract, including payment, the delivery of goods and services, and consequences if any obligations aren't met. Contracts may come in written form or may begin as verbal agreements. 2. Identify contractual performance obligations. In this case, it's important to outline the specific goods or services behind the agreement. 3. Determine the amount of consideration/price for the transaction. This isn't just about the price of goods and services but also includes other factors, such as discounts, return policies, and additional fees. 4. Allocate the determined amount of consideration/price to the contractual obligations. This step involves any specific selling price to every single obligation. 5. Recognize revenue when the performing party satisfies the performance obligation. This should only be done once the transaction is complete and your obligation is fulfilled. Revenue can only be recognized once this is done.

~~Basic~~The ~~loss~~Company ~~per common share~~ is ~~computed~~operating byin ~~dividing~~royal ~~the~~interests’ ~~net~~investment ~~loss~~in ~~available~~oil toand ~~common~~gas ~~shareholders~~production byindustry ~~the~~and ~~weighted-average~~generate ~~number~~revenue offrom ~~shares~~royalty ofinterest ~~common~~distribution. ~~stock~~The ~~outstanding~~Company ~~during~~owns ~~the~~a ~~period.~~royalty ~~Diluted~~interest ~~earnings~~in ~~per~~wells ~~common~~production ~~share~~and is ~~computed~~entitled bywith ~~dividing~~portion ~~loss bear by common shareholders by the weighted-average number~~ of ~~shares~~revenue ofshare ~~common~~without ~~stock~~having ~~outstanding during the period increased~~ to ~~include~~incur the ~~number~~operational ofexpenses ~~additional~~associated ~~shares~~with ofextracting ~~common~~or ~~stock~~producing ~~that~~the ~~would have been outstanding if potentially dilutive securities had been issued~~resource.

~~For~~Well operating royalty interests distribution is reported point in time and net of production taxes when the ~~years~~drip ~~ended~~condensate, ~~July~~crude 31oil, ~~2024~~gas and ~~2023,~~plant products are produced from the ~~following~~respective ~~common~~well ~~stock~~by ~~equivalents~~the ~~were~~well ~~excluded~~operator, ~~from~~the operator distributes the ~~computation~~Company’s share of ~~diluted~~interests ~~net~~according ~~loss~~to ~~per~~agreed ~~share~~proportion. asRoyalty interest payments are generally received in the ~~result~~subsequent month of the ~~computation~~production ~~was anti-dilutive~~made.

	July 31,		July 31,
	2024		2023
	Shares		Shares
Convertible notes		-		179,150
Convertible Common Shares		-		5,831,071

During the financial year ended July 31, 2025 and 2024, the Company recognizes monthly revenues from the investment in the 5% royalty interest in a package of seven (7) producing oil wells located in the Eagle Ford Shale, Lavaca County, Texas (the “Eagle Acquisition”), acquired on January 17, 2024, that resulted in a yearly amount of $5,974 and $4,429 respectively.

~~For~~Basic ~~the years ended July 31, 2024~~ and ~~2023,~~Diluted ~~the~~Net ~~reconciliation~~Income(Loss)Per toCommon ~~net loss per common share basic and the anti-dilutive impact on net loss per share, are as follows:~~Share

	Year Ended
	July 31,
	2024			2023
Numerator:
Net Loss	$	(252,803	)	$	(148,894	)
Net Loss - diluted	$	(252,803	)	$	(148,894	)
Denominator:
Weighted average common shares outstanding		1,272,917			1,145,667
Effect of dilutive shares
Convertible notes		-			5,831,071
Diluted		-			6,980,226
Net loss per common share:
Basic	$	(0.20	)	$	(0.13	)
Diluted	$	(0.20	)	$	(0.13	)

The Company reports earnings per share in accordance with FASB ASC 260 "Earnings per share". The Company's basic earnings per share are computed using the weighted average number of shares outstanding for the periods presented. Diluted earnings per share are computed based on the assumption that any dilutive options or warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, the Company's outstanding convertible notes are assumed to be exercised, and funds thus obtained were assumed to be used to purchase common stock at the average market price during the period. The calculation of weighted average shares outstanding for basic and diluted net income(loss) per share assumes that the shares have been outstanding for the entire period presented.

~~Income~~F-10 ~~Taxes~~Table of Contents

~~Deferred~~Basic ~~income~~loss ~~tax~~per ~~assets~~common orshare ~~liabilities~~is ~~are~~ computed ~~based~~by ondividing the ~~temporary~~net ~~differences~~loss ~~between~~available ~~the~~to ~~financial~~common ~~statement~~shareholders ~~and~~by ~~income~~the ~~tax~~weighted-average ~~bases~~number of ~~assets~~shares ~~and~~of ~~liabilities~~common ~~using~~stock ~~the~~outstanding ~~statutory~~during ~~marginal income tax rate in effect for~~ the ~~years~~period. inDiluted ~~which~~earnings ~~the~~per ~~differences~~common ~~are~~share ~~expected~~is tocomputed ~~reverse.~~by ~~Deferred~~dividing ~~income~~profit ~~tax~~bear ~~expenses~~by orcommon ~~credits~~shareholders ~~are~~by ~~based on~~ the ~~changes~~weighted-average innumber ~~the~~of ~~deferred~~shares ~~income~~of ~~tax~~common ~~assets~~stock oroutstanding ~~liabilities~~during ~~from~~the period increased to ~~period.~~include ~~A valuation allowance against deferred tax assets is required if, based on~~ the ~~weight~~number of ~~available~~additional ~~evidence,~~shares itof iscommon ~~more~~stock ~~likely than not~~ that ~~some~~would ~~portion~~have orbeen ~~all~~outstanding ofif ~~the~~potentially ~~deferred~~dilutive ~~tax~~securities ~~assets~~had ~~will~~been ~~not be realized~~issued. ~~The valuation allowance should be sufficient to reduce the deferred tax asset to the amount that is more likely than not to be realized.~~

~~Recently~~Basic ~~Issued~~and ~~Accounting~~diluted ~~Pronouncements~~income per share have been calculated in accordance with ASC 260 on computation of income per share for each of the fiscal years ended July 31, 2025 and 2024 are calculated as follows:

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.

	Year Ended
	July 31,
	2025		2024
Numerator:
Net Profit/(Loss) contributed to common shareholders-basic and diluted	$	31,835	$	(252,803	)

Denominator:
Weighted average common shares outstanding-basic and diluted		1,272,917		1,272,917
Net Profit(loss) per common share:
Basic	$	0.03	$	(0.20	)
Diluted	$	0.03	$	(0.20	)

~~F-11~~Income ~~Table of Contents~~Taxes

~~Other~~Deferred ~~accounting~~income ~~standards~~tax ~~that~~assets ~~have~~or ~~been~~liabilities ~~issued~~are orcomputed ~~proposed~~based byon ~~FASB~~the ~~that~~temporary dodifferences ~~not~~between ~~require~~the ~~adoption~~financial ~~until~~statement aand ~~future~~income ~~date~~tax ~~are~~bases ~~not~~of ~~expected~~assets toand ~~have~~liabilities ausing ~~material~~the ~~impact~~statutory onmarginal income tax rate in effect for the ~~consolidated~~years ~~financial~~in ~~statements~~which ~~upon~~the ~~adoption.~~differences ~~The~~are ~~Company~~expected ~~does~~to ~~not~~reverse. ~~discuss~~Deferred ~~recent~~income ~~pronouncements~~tax ~~that~~expenses or credits are ~~not~~based ~~anticipated~~on tothe ~~have~~changes anin ~~impact~~the ondeferred income tax assets or ~~are~~liabilities ~~unrelated~~from period to ~~its~~period. ~~financial~~A ~~condition~~valuation allowance against deferred tax assets is required if, ~~results~~based on the weight of ~~operations~~available evidence, ~~cash~~it ~~flows~~is more likely than not that some portion or ~~disclosures~~all of the deferred tax assets will not be realized. The valuation allowance should be sufficient to reduce the deferred tax asset to the amount that is more likely than not to be realized.

~~Note~~Segment ~~3. Loan Payable and Convertible Notes Payable~~Reporting

~~Loan~~ASC 280, ~~Payable~~“Segment Reporting,” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major clients in financial statements for details on the Company’s business segments. The Company uses the management approach to determine reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker (“CODM”) for making decisions, allocating resources, and assessing performance. The Company’s CODM has been identified as the CEO, who reviews consolidated results when making decisions about allocating resources and assessing the performance of the Company. Based on the management’s assessment, the Company determined that it has only one operating segment and therefore one reportable segment as defined by ASC 280. The Company’s assets are substantially all located in the PRC and substantially all of the Company’s revenue and expenses are derived in the PRC. Therefore, no geographical segments are presented. Please refer to “Note 8 — Segment Reporting” for the Company’s segment reporting.

AsF-11 ofTable ~~July 31, 2024, the Company has an outstanding short term loan payable balance~~ of ~~$ Nil.~~Contents

AsRecently ofIssued ~~July~~Accounting ~~31, 2023, the Company had an outstanding short term loan payable balance of $13,134. This balance was fully repaid in August 2023.~~Pronouncements

~~Convertible~~In ~~Promissory~~December ~~Note~~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.

AsOther ofaccounting ~~July~~standards ~~31,~~that ~~2024~~have ~~and~~been ~~2023,~~issued ~~the~~or ~~Company~~proposed ~~holds~~by FASB that do not require adoption until a ~~balance~~future ofdate ~~convertible~~are ~~note~~not ~~payable~~expected into have a material impact on the ~~amount~~consolidated offinancial $statements ~~Nil~~upon ~~and~~adoption. ~~$179~~The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition,~~150~~ results of operations, ~~respectively~~cash flows or disclosures.

~~Upon~~Note ~~the~~3. ~~acquisition~~Accounts ~~by Zenith Energy Ltd, all convertible notes payable balance as of July 31, 2023 were fully redeemed in cash in August 2023.~~Payable

OnDuring ~~January~~the 4,financial ~~2022~~year ended, the Company ~~issued~~agreed a ~~convertible~~liabilities ~~promissory~~settlement ~~note~~discount towith ana ~~otherwise~~consulting ~~unaffiliated~~firm ~~investor~~to insettle the ~~original~~payable ~~principal~~balance, ~~amount~~and ofresulted ~~$50,000~~in ~~with~~ a ~~gross proceed of~~ $4691,~~250.~~071 ~~The~~gain ~~note~~recognition ~~would~~from ~~mature~~extinguishment ~~on January 4, 2023. The note carries a 10% interest rate~~ and ~~was~~settlement ~~partially converted into 64,504 shares at an average~~ of $liabilities ~~0.41~~for ~~per share by July 25, 2022, and~~ the ~~remaining~~year ~~balance~~ended ~~of $23,450 as of~~ July 31,~~2022~~ ~~was fully converted into 98,160 shares at an average of $0~~2025.~~24 per share by August 23, 2023.~~

OnNote ~~May 9, 2022, the Company issued a convertible promissory note to an otherwise unaffiliated investor in the original principal amount of $53,750 and a gross proceed of $53,750~~4. ~~The~~Preferred ~~note~~Stock ~~would mature on May 9, 2023. The note carries a 10% interest rate~~ and asCommon ofStock ~~July 31, 2023, the note was in default. The balance and interest accrued in total of 60,730 have been redeemed in full amount in August 2023.~~

OnPreferred ~~September~~Stock 13, 2022, the Company issued a convertible promissory note to an otherwise unaffiliated investor in the original principal amount of $33,000 with a gross proceed of $30,000. The note would mature on September 13, 2023. The note carries a 10% interest rate and the balance has been redeemed in full amount in August 2023.

OnIn December ~~15,~~ 2022 and January 2023, the Company issued a ~~convertible~~total ~~promissory~~of ~~note~~200,000 toshares ~~the~~of ~~shareholder~~Series atA ~~the~~Super ~~time~~Voting ~~JanBella~~Preferred ~~Group,~~Stock ~~LLC~~ (~~“JanBella”) in~~ the ~~original~~“Series ~~principal~~A ~~amount~~Preferred ofShares”) ~~$46,750~~to ~~and~~an aotherwise ~~gross~~unaffiliated ~~proceed~~investor. ofThese ~~$40~~200,000. ~~During~~Series ~~the~~A ~~year~~Preferred ~~ended~~Shares ~~July~~were ~~31,2023,~~cancelled ~~$12~~for 100,~~564~~000 ~~has~~each ~~been~~time, ~~redeemed~~on inJune ~~cash~~27 and ~~leaving~~July ~~a balance of $34~~7,~~186~~ ~~as of July~~2023, ~~31,2023~~respectively. ~~the balance has been redeemed in full amount in August 2023.~~

On ~~January~~June 1727, ~~2023~~2022, the Company issued a100,000 ~~convertible~~Series ~~promissory~~A ~~note~~Preferred toShares anfor ~~otherwise~~consideration ~~unaffiliated~~of ~~investor~~$0.001 inper ~~the~~share ~~original~~to ~~principal~~an ~~amount~~unaffiliated ofinvestor ~~$48,750~~with ~~and~~0 a gross proceeds ~~of $45,000~~. The ~~note~~Series ~~would~~A ~~mature~~Preferred onShares ~~January~~had ~~17,~~been ~~2024.~~pledged ~~The~~to ~~note~~secure ~~carries~~ a ~~10%~~note ~~interest~~made ~~rate~~by ~~and~~ the ~~balance~~Company ofto ~~$51,354~~JanBella ~~has~~since ~~been~~December ~~redeemed~~15, ~~in full amount in August 2023~~2022.

~~During~~On ~~the~~June ~~years~~27, ~~ended July 31~~2023, ~~2024~~JanBella ~~and~~acquired ~~2023~~100,000 ~~there~~outstanding ~~were~~Series ~~total~~A $Preferred ~~Nil~~Shares ~~and~~in ~~$23,486~~satisfaction of ~~convertible~~a promissory note ~~been~~made ~~converted~~by ~~into~~the ~~Nil~~Company ~~and~~in 98favor of JanBella,~~160~~ ~~shares~~representing 99.87% of ~~common~~the ~~stock,~~voting ~~respectively;~~power of the Company.

On August 23, 2023, JanBella sold its Series A Preferred Shares ~~reserved~~it ~~for~~held to Zenith Energy Ltd. (“Zenith Energy”). Zenith Energy. In the ~~convertible~~change ~~notes~~in ~~balance~~control astransaction, ofZenith ~~July~~Energy 31acquired the 100,~~2023~~000 ~~were~~Series ~~cancelled~~A ~~subsequently~~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 ~~convertible~~Unaffiliated ~~notes~~investor ~~balance~~to 10,000 votes on all matters submitted to the shareholders of ~~$179,150~~the asCompany's common stock. The Unaffiliated investor of ~~July~~the ~~31,2023~~Series ~~has~~A ~~been~~Preferred ~~redeemed~~Shares invotes ~~full~~together ~~amount~~with bythe ~~August~~Unaffiliated ~~2023~~investors of common stock as a single class upon all matters submitted to a vote of shareholders. ·

~~F-12~~The ~~Table~~Unaffiliated investors of ~~Contents~~Series A Preferred Shares are not entitled to receive dividends paid on the Company's Common Stock.

~~Note~~Upon 4.liquidation, dissolution and winding up of the Company, whether voluntary or involuntary, the Unaffiliated investors of the Series A Preferred ~~Stock~~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 ~~Common~~distributed ~~Stock~~to the holders of common stock.

~~Preferred~~Common Stock

InEffective ~~December 2022 and~~ January ~~2023~~18, 2013, the Company ~~issued~~filed awith ~~total~~Secretary of ~~200,000~~State ~~shares~~of Nevada a Certificate of ~~Series~~Change Athat ~~Super~~affected ~~Voting~~a ~~Preferred~~1:50 ~~Stock~~reverse (split in the ~~“Series~~Company's Aoutstanding ~~Preferred~~common ~~Shares”)~~stock toand ana ~~otherwise~~reduction ~~unaffiliated~~of ~~investor.~~the ~~These~~Company’s ~~200,000~~authorized ~~Series~~common Astock ~~Preferred~~in ~~Shares~~the ~~were~~same ~~cancelled~~1:50 ~~for~~ratio, ~~100~~from 500,000,000 ~~each~~shares ~~time~~to 10,000,000 onshares. ~~June~~The 27Company has ~~and~~retroactively ~~July~~restated 7,all ~~2023,~~share ~~respectively.~~amounts to show the effects of the Common Stock split.

On ~~June~~August 2718, ~~2022~~2021, the Company ~~issued~~increased ~~100,000~~its ~~Series~~authorized Acapital ~~Preferred~~to ~~Shares~~5,000,000,000 ~~for~~shares ~~consideration~~ of ~~$0.001~~common ~~per~~stock ~~share to an unaffiliated investor~~ with 0par ~~gross~~value ~~proceeds~~$0. ~~The Series A Preferred Shares had been pledged to secure a note made by the Company to JanBella since December 15, 2022~~00075.

OnDuring ~~June~~the ~~27,~~year ~~2023,~~ended ~~JanBella~~July ~~acquired~~31, ~~100~~2022,~~000~~ ~~outstanding~~the ~~Series~~Company Aissued ~~Preferred~~666,226 ~~Shares~~shares inof ~~satisfaction~~common ofstock afor ~~promissory~~total ~~note~~proceeds ~~made~~of by$701,534. ~~the~~The Company inalso ~~favor~~cancelled ~~of JanBella~~167,857 ~~representing~~shares ~~99.87%~~ of ~~the~~common ~~voting~~stock ~~power~~for ofno ~~the~~monetary ~~Company~~amount.

OnDuring ~~August~~the 23year-ended July 31, 2023, ~~JanBella sold its Series A Preferred Shares it held to Zenith Energy Ltd. (“Zenith Energy”). Zenith Energy. In~~ the ~~change~~Company inissued ~~control transaction~~348,548 ~~Zenith~~shares ~~Energy~~of ~~acquired~~common ~~the~~stock ~~100,000 Series A Preferred Shares from JanBella~~ for ~~consideration~~total proceeds of ~~approximately~~ $~~398~~31,~~400~~937. The ~~Series~~Company Aalso ~~Stock~~cancelled ~~shall have the following preferences~~37,079 ~~powers,~~shares ~~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~~for ~~Unaffiliated~~no ~~investor~~monetary ~~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~~amount. ·

~~The~~During ~~Unaffiliated~~the ~~investors~~year-ended ofJuly ~~Series~~31, A2025 ~~Preferred~~and ~~Shares~~2024, ~~are~~the ~~not~~Company ~~entitled~~did tonot ~~receive~~issue ~~dividends~~nor ~~paid~~cancelled onany ~~the Company's Common Stock~~share.

~~Upon~~In ~~liquidation~~October 2022, ~~dissolution~~the ~~and~~shareholders ~~winding~~representing upa majority of the Company,'s ~~whether~~issued ~~voluntary~~voting ~~or involuntary~~shares, as well as the ~~Unaffiliated~~Company's ~~investors~~board of ~~the~~directors ~~Series~~approved Aa ~~Preferred~~reverse ~~Shares~~stock ~~then~~split ~~outstanding~~whereby ~~are~~each ~~not~~840 ~~entitled~~pre-split toshares ~~receive~~of ~~out~~common stock shall be exchanged for one post-split share of common stock. Concurrently with the ~~assets~~reverse ofsplit, the Company, ~~whether~~has approved the decrease in its authorized shares of common stock from ~~capital~~5,000,000,000 orshares ~~earnings~~with ~~available~~par ~~for~~value ~~distribution~~$0.00075 to 250,000,000 ~~any~~shares ~~amounts~~with ~~which~~par ~~will~~value be$0.001. ~~otherwise~~The ~~available~~Company tohas ~~and~~retroactively ~~distributed~~restated all share amounts to ~~the~~show ~~holders~~effects of ~~common~~the ~~stock~~reverse split.

~~Common~~F-12 ~~Stock~~Table of Contents

~~Effective~~Note 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 shares5. ~~The~~Income ~~Company has retroactively restated all share amounts to show the effects of the Common Stock split.~~Taxes

OnAs ~~August~~of 18July 31, ~~2021~~2025, the Company ~~increased~~has ~~its~~deferred ~~authorized~~tax ~~capital~~assets as a result of the net operating losses incurred from inception and non-current asset impairment loss. The resulting deferred tax assets are reduced by a valuation allowance as discussed in Note 2 equal to 5the deferred tax asset as it is unlikely,~~000~~ based on current circumstances,~~000,000~~ ~~shares~~that ofthe ~~common~~Company ~~stock~~will ~~with~~ever ~~par~~realize ~~value~~a $0tax benefit.~~00075.~~ Significant components of the Company’s deferred tax assets and as follows as of July 31:

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.

	2025			2024
	$			$
Deferred tax assets:
Impairment of royal interests					-
Net operating loss carryforwards		2,446,660			2,462,240
Total deferred tax assets		2,446,660			2,462,240
Valuation allowance		(2,446,660	)		(2,462,240	)

~~During~~Deferred ~~the~~tax ~~year-ended~~assets ~~July~~and ~~31, 2023,~~ the ~~Company~~corresponding ~~issued~~valuation ~~348,548~~allowances ~~shares~~amounted ofto ~~common~~approximately ~~stock~~$2.45 ~~for~~million ~~total~~and ~~proceeds of~~ $~~31,937~~2.46 ~~The~~million ~~Company~~as ~~also~~of ~~cancelled~~July 3731,~~079~~ ~~shares~~2025 ofand ~~common~~2024, ~~stock for no monetary amount~~respectively.

~~During~~The income tax provision for the year- ended July 31, 2025 and 2024, ~~the~~consists ~~Company~~of ~~did~~the ~~not issue nor cancelled any share.~~following:

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 effects of the reverse split.

	2025			2024
Federal
Current	$	-		$	-
Deferred		3,272			(53,089	)
Change in valuation allowance		(3,272	)		53,089
Income tax provision	$	-		$	-

~~F-13~~A ~~Table~~reconciliation between expected income taxes, computed at the federal income tax rate of ~~Contents~~21% applied to the pretax accounting profit(loss), and the income tax net expense included in the consolidated statements of operations for the years ended July 31, 2025 and 2024 is as follows,

Note 5. Income Taxes

	2025			2024
Tax at federal statutory rate		21	%		21	%
Change in valuation allowance		(21	)%		(21	)%
Effective tax rate		0	%		0	%

As of July 31, 2024, the Company has deferred tax assets as a result of the net operating losses incurred from inception and non-current asset impairment loss. The resulting deferred tax assets are reduced by a valuation allowance as discussed in Note ~~2 equal to the deferred tax asset as it is unlikely, based on current circumstances, that the Company will ever realize a tax benefit~~6. ~~Significant~~Related ~~components~~Party ~~of the Company’s deferred tax assets and as follows as of July 31:~~ Transactions

	2024			2023
	$			$
Deferred tax assets:
Impairment loss of software		-			15,528
Impairment loss of goodwill		-			-
Net operating loss carryforwards		2,462,240			2,393,623
Total deferred tax assets		2,462,240			2,409,151
Valuation allowance		(2,462,240	)		(2,409,151	)

There were no reportable related party transactions and balance during the years and then ended July 31, 2025 and 2024.

~~Deferred~~F-13 ~~tax~~Table ~~assets and the corresponding valuation allowances amounted to approximately $2.4 million and $2.4 million as~~ of ~~July 31, 2024 and 2023, respectively.~~Contents

~~The~~Note ~~income~~7. ~~tax~~Commitments ~~provision for the year ended July 31, 2024~~ and ~~2023 consists of the following:~~Contingencies

	2024			2023
Federal
Current	$	-		$	-
Deferred		(53,089	)		(31,268	)
Change in valuation allowance		53,089			31,268
Income tax provision	$	-		$	-

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. The Company has no other commitments as of July 31, 2025.

ANote ~~reconciliation~~8. Segment ~~between~~Reporting expected income taxes, computed at the federal income tax rate of 21% applied to the pretax accounting loss, and the income tax net expense included in the consolidated statements of operations and comprehensive loss for the years ended July 31, 2024 and 2023 is as follows,

	2024			2023
Tax at federal statutory rate		21	%		21	%
Change in valuation allowance		(21	)%		(21	)%
Effective tax rate		0	%		0	%

The Company operates as one operating and reportable segment and its sole business activity consists of generating revenue from royalty interest distribution from royalty interest in Oil wells.

The accounting policies of the segment are the same as those described in “Note 62 — Summary of Significant Accounting Policies.” ~~Related~~The ~~Party~~Company’s ~~Transactions~~CODM uses net income (loss) to measure segment profit or loss and assesses performance against expectations to make resource allocation decisions.

~~There~~Additionally, ~~were~~the noCODM reviews and uses functional expenses included in net income (loss) to manage the Company’s operations and assess operating profitability. The Company operates as one operating and reportable ~~related~~segment, ~~party~~and ~~transactions~~as ~~during~~such the ~~years~~significant ~~ended~~segment ~~July~~expenses 31regularly provided to the CODM are those presented on the consolidated statements of operations. These significant segment expenses mainly include general and administrative. Other segment items that are presented on the consolidated statements of operations include other income, ~~2024~~other expenses, and ~~2023~~income tax benefits (expenses).

Note 79. ~~Commitments~~Subsequent ~~and Contingencies~~Events

~~From~~Management ~~time~~evaluated toall ~~time,~~additional ~~the~~events ~~Company~~through October ~~may~~20, be2025, ~~involved~~which inis ~~litigation~~the indate the ~~ordinary~~financial ~~course~~statements ofwere ~~business.~~available ~~The~~to ~~Company~~be isissued. ~~not~~Based ~~currently~~upon ~~involved~~this inaudit, ~~any~~unless ~~litigation~~noted ~~that~~below, the Company ~~believe~~did ~~could~~not ~~have~~identify aany material ~~adverse~~subsequent ~~effect~~events onthat ~~its~~would ~~financial~~have ~~condition~~required adjustment or ~~results~~disclosure ofin ~~operations~~the financial statements.

~~Note~~F-14 8.Table ~~Subsequent~~of ~~Events~~Contents

Management evaluated all additional events through November 19, 2024, which is the date the financial statements were available to be issued. Based upon this audit, unless noted below, the Company did not identify any material subsequent events that would have required adjustment or disclosure in the financial statements.

F-14 Table of Contents

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. 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 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 rules and forms of the Securities and Exchange Commission (the “SEC”) and that such information is accumulated and communicated to our senior management, consisting of Andrea Cattaneo, our Chief Executive Officer (principal executive officer) and Luca Benedetto, our Chief Financial Officer (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, consisting of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of July 31, ~~2024~~2025. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting as set forth below, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were not effective.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive financial officers and accounting officers effected by our Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US GAAP and includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

1011 Table of Contents

As of July 31, ~~2024~~2025, our chief Executive Officer and our Chief Financial Officer assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013 and SEC guidance on conducting such assessments. Based on that evaluation, we believe that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of U.S. GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and a lack of independent directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our Chief Executive Officer and Chief Financial Officer in connection with the review of our financial statements as of July 31, ~~20234~~2025

Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of independent directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

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 fourth quarter of the year ended July 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

None

Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.

Not applicable

1112 Table of Contents

PART III

Item 10. Directors, Executive Officers, and Corporate Governance.

As at the date of this Report, our executive officers and directors and their respective ages are as follows:

Name	Position	Age	Term of Office
Andrea Cattaneo	CEO and Director	68	March 25, 2024 to present.
Luca Benedetto	CFO and Director	53	August 23, 2023, to present
Dario Sodero	Director	81	August 23, 2023, to present

The principal occupation and business experience during the past five years for the Company's executive officers and directors is as follows:

Andrea Cattaneo, 68, has served as a director of Zenith Energy, our controlling stockholder since December 2008 and as President and Chief Executive Officer of Zenith Energy and its affiliated entities since January 2009. Zenith Energy, Ltd., which is based in Canada, is a publicly held company engaged in the acquisition and development of energy production opportunities, principally in Central Asia, North America, Africa and Europe. Its shares are listed on the London Stock Exchange Main Market (LSE: ZEN), admitted to trading on the Euronext Growth of the Oslo Stock Exchange (OSE: ZENA) and quoted on the OTCQB Venture Market cross-trading facility in the United States (OTCQB: ZENAF).

Mr. Cattaneo is an experienced energy industry executive, with a focus on energy production opportunities in emerging countries. He has over 30 years’ experience in advising governments in financial, industrial, and energy matters and strong expertise and experience in structuring and negotiating contracts, having initiated and signed agreements with some of the largest state-owned oil and gas companies in the world. Prior to entering the energy industry, Mr. Cattaneo’s primary business activity was banking, with a specialization in sovereign loans to developing economies. Mr. Cattaneo holds an undergraduate degree in economics from the University of Genoa and a postgraduate degree in taxation law from the University of Bologna.

Luca Benedetto, who also served as our Chief Executive Officer from August 23, 2023 to March 25, 2024, has been Chief Financial Officer and a director of Zenith Energy since 2013. Mr. Benedetto is an Italian national, trained in Italy as a registered accountant with further education in IFRS accounting and consolidation at IPSOA Milan. He has more than twenty-five years of experience in accounting, auditing, and financial administration. Mr. Benedetto began his professional career as an accountant and computer programmer responsible for financial software development and worked for the Italian division of IBM as an internal auditor and accountant as well as providing staff training in these aforementioned fields. He also served for seven years as a financial and administrative officer in a well-established Italian Company specializing in the construction of fuel and water storage tanks. He joined the Zenith Energy Ltd. group in 2013 as Chief Financial Officer of Zenith Energy's Italian subsidiary, Canoel Italia S.r.1., and has since progressed to also hold the position of Chief Financial Officer of Zenith Energy. In this capacity he has been directly involved in the monitoring of business performance, cash flow management, budgetary oversight, accounts team supervision, accounts preparation and strategic planning. Since January 2016 he has also been responsible for the compiling and reviewing of the quarterly Consolidated Financial Statements and Management's Discussion and Analysis of Zenith Energy.

Dario Sodero has served as a member of the board of directors of Zenith Energy since June 24, 2009. As an experienced energy industry executive with 47 years of experience in North America, the Sub-Arctic, North Africa and the Middle East, Mr. Sodero has strong geological, exploration and technical expertise. Mr. Sodero has formerly acted as director and executive of several other TSX- and TSXV-listed exploration and production companies. Mr. Sodero holds a Doctorate degree in Geology from the University of Turin, Italy.

Directors are elected to serve until the earlier of the election and qualification of their successors, their removal for cause by the shareholders, or their resignation. Directors are elected by a plurality of the votes cast at the annual meeting of stockholders and hold office until the expiration of the term for which he or she was elected and until a successor has been elected and qualified.

A majority of the authorized number of directors constitutes a quorum of the board of directors for the transaction of business. The directors must be present at the meeting to constitute a quorum. Any action required or permitted to be taken by the board of directors may be taken without a meeting if all members of the board of directors individually or collectively consent in writing to the action.

Executive officers are appointed by the board and serve at ~~its~~their pleasure.

1213 Table of Contents

Involvement in Certain Legal Proceedings

To our knowledge, during the last ten years, none of our ~~and~~ executive officers and directors (including those of our subsidiaries) has:

	·	Had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

	·	been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses;

	·	been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

	·	been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated; or

	·	been subject to, or a party to, any sanction or order, not subsequently reverse, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Family Relationships

There are no family relationships among our executive officers or directors.

Audit Committee

We do not presently have an audit committee. Our board of directors currently acts as our audit committee.

Compensation Committee

We do not presently have a compensation committee. Our board of directors currently acts as our compensation committee.

Nominating Committee

We do not presently have a nominating committee. Our board of directors currently acts as our nominating committee.

Code of Ethics

We have not adopted Code of Ethics which is applicable to our executive officers.

1314 Table of Contents

Item 11. Executive Compensation.

During the fiscal years ended July 31, ~~2024~~2025 and ~~2023~~2024, there was no compensation paid by the Company to its our senior management, including the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation.

Employment Agreements

The Company had no employment agreements with its executive officers.

Equity Compensation Plans

The Company has no equity compensation plan in place and has not granted stock awards, stock options or other equity incentives to any of its former executive officers named in the above table or to any of its present executive officers.

Director Compensation

The Company has not implemented a compensation plan for and has not compensated its non-executive directors.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, Directors and greater than 10% stockholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.

Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that all filing requirements applicable to our officers, Directors and greater than 10% beneficial owners were complied with under Section 16 of the Exchange Act during the fiscal year ended July 31, 2024, except as follows:

	·	Forms 3 required to be filed by Zenith Energy, Luca Benedetto and Ippolito Cattaneo, a former director and executive officer of the Company. were filed 27 days late due to administrative oversights.

	·	The Form 3 required to filed by Dario Sodero was filed 28 days late due to an administrative oversight.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth, as of date of this Report, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and executive officers. The address of each of our current directors and officers is c/o the Company, Via Tomaso Rodari 6, Lugano, Switzerland 6900. Each person has sole voting and investment power with respect to the shares of Common Stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of Common Stock, except as otherwise indicated.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class
Andrea Cattaneo (1)	0 shares of common stock		0	%
Luca Benedetto (1)	0 shares of common stock		0	%
Dario Sodero (1)	0 shares of common stock		0	%
All directors and officers as a group (3 persons) (1)	0 shares of common stock		0	%

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(1)

Mr. Andrea Cattaneo, is CEO, President and director of Zenith Energy, Mr. Benedetto is Chief Financial Officer and a director of Zenith Energy and Mr. Sodero is a director of Zenith Energy and accordingly, may be deemed to have shared voting and dispositive control over the Series A Preferred shares held by Zenith Energy, which afford Zenith Energy 99.87% of the voting power of the Company.

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Securities Authorized for Issuance Under Equity Compensation Plans

None.

Since ~~completion of~~ the ~~change~~transfer inof ~~control~~controlling ~~transaction~~interest in August 2023, Zenith Energy Ltd. (“Zenith Energy”), ~~our~~the Company’s controlling stockholder, has provided approximately $~~325~~388,~~759~~008 capital in the form of payment made on behalf of the Company and $45,000 paid in capital in cash. Zenith Energy has indicated that it intends to continue to finance the Company and its expansion into the energy sector, to acquire additional royalties and/or ownership interest, pending the receipt of additional financing.

Except with respect to the foregoing, during the fiscal years ended July 31, ~~2024~~2025 and July 31, ~~2023~~2024, the Company has not engaged in any transaction with any executive officer, director or 5% or greater stockholder, in which they had or will have a direct or indirect material interest exceeding $120,000, nor is any such transaction currently proposed or contemplated.

Procedures for Approval of Related Party Transactions

Our board of directors is charged with reviewing and approving all potential related party transactions. All such related party transactions must then be reported under applicable SEC rules. We have not adopted other procedures for review, or standards for approval, of such transactions, but instead review them on a case-by-case basis.

Item 14. Principal Accountant Fees and Services.

Audit Fees

For the fiscal years ended July 31, ~~2024~~2025 and July 31, ~~2023.~~2024, our independent registered public accounting firms were WWC, Professional Corporation Certified Public Accountants, PCAOB ID: 1171.

The aggregate fees billed by for professional services rendered for the ~~accounting~~audit and ~~audit~~review of our financial statements for the fiscal years ended July 31, ~~2024~~2025 and July 31, ~~2023~~2024, were $2029,000 and $2731,~~000~~800, respectively.

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Audit-Related Fees

There have been no audit-related fees billed by our independent registered public accounting firms in the fiscal years ended July 31, 2024 and July 31, 2023.

Tax Fees

There have been no tax fees billed by our independent registered public accounting firms in the fiscal years ended July 31, ~~2024~~2025 and July 31, ~~2023~~2024.

All Other Fees

Our registered independent registered public accounting firms have billed us $31,800 in relation to the review of our Quarterly Reports on Form 10-Q, for the fiscal years ended July 31, 2024 and July 31, 2023, respectively.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

Since we do not have a formal audit committee given our relatively small size, our board of directors serves as our audit committee. We have not adopted pre-approval policies and procedures with respect to our accountants. All of the services provided, and fees charged by our independent registered public accounting firms were approved by the board of directors.

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PART IV

Item 15. Exhibits and Financial Statement Schedules.

Exhibit		Description of Exhibit
3.1		Articles of Incorporation of the Company. (Incorporated herein by reference to Exhibit 3.1 to the Company's Registration Statement on Form SB-2, filed with the Commission on May 7, 2003.)
3.la		Certificate of Change, effective October 23, 2019, providing for a 4-for-l stock split and increase in authorized common stock. (Incorporated herein by reference to Exhibit 3.la to the Company's Amended Annual Report on Form 10-K/A, filed with the Commission on August 13, 2020.)
3.1b		Certificate of Designation of Series A Super Voting Preferred Stock (previously filed with this Report.)
3.1c		Certificate of Amendment to Articles of Incorporation of the Company effective April 26, 2024 -filed herewith.
3.2		By-Laws of the Company. (Incorporated herein by reference to Exhibit 3.2 to the Company's Registration Statement on Form SB-2 filed with the Commission on May 7, 2003.)
31.1		Section 302 Certification – Chief Executive Officer, filed herewith.
31.2		Section 302 Certification – Chief Financial Officer, filed herewith.
32.1		Section 906 Certification – Chief Executive Officer, filed herewith.
32.2		Section 906 Certification – Chief Executive Officer, filed herewith.

Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.

EC Ref. No.		Title of Document
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Item 16. Form 10-K Summary.

None.

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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.
By:	/s/ Luca Benedetto
	Luca Benedetto
	Chief Financial Officer
	(Principal Financial and Accounting Officer)
	Date: November 22, 2024
	Date: October 20, 2025

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Andrea Cattaneo	Chief Executive Officer and Director	~~November~~October 2220, ~~2024~~2025
Andrea Cattaneo	(Principal Executive Officer)
/s/ Luca Benedetto	Chief Financial Officer	~~November~~October 2220, ~~2024~~2025
Luca Benedetto	(Principal Financial and Accounting Officer)
/s/ Dario Sodero	Director	~~November~~October 2220, ~~2024~~2025
Dario Sodero

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Filing Compare · Leopard Energy, Inc.