8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

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

Date of Report (Date of Earliest Event Reported): May 13, 2019

LEATT CORPORATION
(Exact name of registrant as specified in its charter)

Nevada	000-54693	20-2819367
(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification No.)
incorporation or organization)

12 Kiepersol Drive, Atlas Gardens, Contermanskloof Road,
Durbanville, Western Cape, South Africa, 7441
(Address of Principal Executive Offices)

Registrant's telephone number, including area code: +(27) 21-557-7257

N/A
(Former name or former address, if changed since last report)

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

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR.425)

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

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

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company [X] 

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. [X]

ITEM 2.02  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On May 13, 2019, the Company issued a press release announcing its financial results for its fiscal quarter ended March 31, 2019. A copy of the press release, which the Company is furnishing to the Securities and Exchange Commission (the "Commission") is attached as Exhibit 99.1 and incorporated by reference herein.

In accordance with General Instruction B.2 of Current Report on Form 8-K, the information contained in this Report and the exhibit attached hereto shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information or such exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 7.01  REGULATION FD DISCLOSURE.

The information set forth in Item 2.02 above is incorporated by reference herein.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release, dated May 13, 2019

SIGNATURE

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

	LEATT CORPORATION
Dated: May 13, 2019	By: /s/ Sean Macdonald
	Sean Macdonald
	Chief Executive Officer and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated May 13, 2019

EX-99.1

Leatt Corp Announces First Quarter 2019 Results

Revenues increase to $6.1 million; strong international sales quarter on quarter

CAPE TOWN, South Africa, (May 13, 2019) - Leatt Corporation (OTCQB: LEAT), a leading developer and marketer of protective equipment and ancillary products for many forms of sports, especially extreme high-velocity sports, today announced financial results for the first quarter ending March 31, 2019. All financial numbers are in U.S. dollars.

First Quarter 2019 Highlights

• Revenues increased by 11%, to $6.1 million

• Knee brace sales volume increased by 49%

• Helmet revenues increased by 9%; strong demand continues

• Other Products, Parts and Accessories category increases by 99% on strong demand for new line of goggles

• Successful global launch of Leatt Velocity 6.5 line of goggles; awarded product of the month in April 2019 by Descend Mountain Bike

Leatt CEO, Sean Macdonald, said, "Revenue for the first quarter, traditionally the most challenging quarter of the year for us, was $6.1 million, representing an 11 percent increase over the 2018 first quarter. International sales continued to grow consistently, quarter over quarter, while U.S. sales for the first quarter contracted due mainly to extreme weather conditions in February and March that caused headwinds for our retail partners. Our early revenues in the U.S. for the second quarter have already rebounded and returned to more stable trading conditions, and we are confident that the momentum we achieved in the marketplace throughout 2018 remains intact.

Mr. Macdonald added, "We are very pleased with the sales performance of our new Velocity 6.5 line of goggles that helped us achieve a 99% increase in our other products, parts and accessories category.  Our full range of goggles are available in a variety of colors that are designed to function in all conditions.  They were developed with WideVision anti-glare and anti-fog technology and are bullet-proof in accordance with military ballistic standards. The reception of our goggles in the marketplace confirms our team's ability to bring competitively priced and innovative protective gear to the market.

"We believe that our success in growing sales is based on the investments we are making in key personnel, aspirational athlete sponsorships, developing our sales and marketing teams, launching our expanding product categories and building our consumer brand globally. We have bolstered our global distribution network and added new top tier partners to our long-term distribution team. We have also added a new, in-house team of sales professionals for our expanding motorcycle and bicycle product lines. These investments have increased our expenditures in the short term, but we believe they are key to driving our growth in the future."

Founder and Chairman, Dr. Christopher Leatt, added, "The recent successful launch of our new, full range of Velocity goggles continues our long track record of creating, developing and comprehensively testing the highest quality safety and protective gear in the global sports industry. Our engineering and design teams made these goggles to the most stringent military specifications for quality and durability.  Developed to protect another critical area of a rider's anatomy, our googles were stylized for a sleek, appealing look, featuring a detachable nose piece and self-draining frames that accommodate nine different anti-fog lenses."

Financial Summary

Total revenues for the three-month period ended March 31, 2019 increased to $6.1 million, up 11%, compared to $5.5 million for the 2018 first quarter.

The increase in revenues for the first quarter was driven by a 99% increase in sales of other products, parts and accessories, a 9% increase in helmet sales, a 6% increase in body armor sales, that were partially offset by a 18% decrease in Neck brace sales.  Although neck brace sales were down slightly, they continue to generate a higher gross profit margin than our other product categories.

For the 2019 first quarter, gross profit was $2.9 million, or 47% of revenues, compared to $2.8 million, or 50% of revenues, for the 2018 first quarter.

First quarter income from operations was $15,338 compared to $191,210 for the first quarter of 2018.  The decrease is primarily due to costs associated with global marketing campaigns to support brand awareness.

Net income for the three months ended March 31, 2019 was $9,238, or $-0- per basic and diluted share, compared to $140,819, or $0.03 per basic and diluted share, for the same 2018 period. The decrease in net income for the first quarter of 2019 was due to increases in operating costs associated with marketing and advertising.

Leatt continued to meet its working capital needs from cash on hand and internally generated cash flow from operations.  At March 31, 2019, the Company had cash and cash equivalents of $1.6 million, a current ratio of 2.5:1, and there was no long-term debt.

Business Outlook

Mr. Macdonald said, "We are now experiencing the best year in our history in terms of revenue so we are all excited about our future. While revenue in the U.S. in the first quarter of 2019 was softer than we hoped, the second quarter of 2019 is already showing promising results.  So we believe our overall strategy of bringing exceptional protective gear categories to a much wider group of riders is on point. Investments we are making are driving expenses higher in the short term, but we believe that these investments are necessary for building revenue growth and sustained profitability in the future.

"Our team is encouraged by continuing customer ordering patterns for our existing and new product categories both in the US and abroad. Our goal is to add one new product category each season to extend into new markets and grow our brand recognition globally. Sales of our new helmets increased in the first quarter year over year.  Our new helmets and our new Velocity goggle line, which we officially introduced in March, are uniquely designed products and an ideal medium for introducing new consumers to the Leatt brand. We were all excited to receive Descend Mountain Bike Product of the Month accolade for April."

Conference Call

The Company will host a conference call at 10:00 am ET on Monday, May 13, 2019, to discuss the 2019 first quarter results.

Participants should dial in to the call ten minutes before the scheduled time, using the following numbers: 1-877-407-9716 (U.S.A) or +1-201-493-6779 (international) to access the call.

Audio Webcast

There will also be a simultaneous live webcast through the Company's website, www.leatt-corp.com. Participants should register on the website approximately ten minutes prior to the start of the webcast.

Replay

An audio replay of the conference call will be available for seven days and can be accessed by dialing 1-844-512-2921 (U.S.A) or +1-412-317-6671 (international) and using passcode 13690641.

For those unable to attend the call, a recording of the live webcast, will be archived shortly following the event for 30 days on the Company's website.

About Leatt Corp

Leatt Corporation develops personal protective equipment and ancillary products for all forms of sports, especially extreme motor sports. The Leatt-Brace® is an award-winning neck brace system considered the gold standard for neck protection for anyone wearing a crash helmet as a form of protection. It was designed for participants in extreme sports or riding motorcycles, bicycles, mountain bicycles, all-terrain vehicles, snowmobiles and other vehicles. For more information, visit www.leatt.com.

Follow Leatt® on Facebook, Instagram, and Twitter.

Forward-looking Statements:

This press release may contain forward-looking statements regarding Leatt Corporation (the "Company") within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact included herein are "forward-looking statements" including statements regarding: the impact of the Company's new Goggle range on the Company's results of operation; likelihood that the Company will continue to expand its product lines and to benefit from global market acceptance of its branded products; the ability of the Company to derive financial benefit from its receipt of awards; the financial outlook of the Company; the general ability of the Company to achieve its commercial objectives; the business strategy, plans and objectives of the Company and its subsidiaries, including its ongoing strategy to diversify and extend its product line into new sports and markets; and any other statements of non-historical information. These forward-looking statements are often identified by the use of forward-looking terminology such as "believes," "expects," "anticipates," "seeks," "should," "could," "intends," or "projects" or similar expressions, and involve known and unknown risks and uncertainties. These statements are based upon the Company's current expectations and speak only as of the date hereof. Any indication of the merits of a claim does not necessarily mean the claim will prevail at trial or otherwise. Financial performance in one period does not necessarily mean continued or better performance in the future. The Company's actual results in any endeavor may differ materially and adversely from those expressed in any forward-looking statements as a result of various factors and uncertainties, which factors or uncertainties may be beyond our ability to foresee or control. Other risk factors include the status of the Company's common stock as a "penny stock" and those listed in other reports posted on The OTC Markets Group, Inc.

Contact:

Investor Relations
Investor-info@leatt.com
(917)-841-8371

LEATT CORPORATION
CONSOLIDATED BALANCE SHEETS

ASSETS
		March 31, 2019			December 31, 2018
		Unaudited			Audited
Current Assets
Cash and cash equivalents	$	1,555,676		$	1,709,900
Short-term investments		58,233			58,232
Accounts receivable		2,569,519			2,049,331
Inventory		6,318,051			4,815,215
Payments in advance		389,328			473,286
Prepaid expenses and other current assets		611,332			1,247,233
Total current assets		11,502,139			10,353,197
Property and equipment, net		2,286,971			2,317,490
Operating lease right-of-use assets, net		458,001			-
Other Assets
Deposits		25,355			25,380
Intangible assets		40,309			40,466
Total other assets		65,664			65,846
Total Assets	$	14,312,775		$	12,736,533
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses	$	3,908,605		$	2,779,182
Operating lease liability, current		171,617			-
Income tax payable		48,337			70,258
Short term loan, net of finance charges		384,072			582,128
Total current liabilities		4,512,631			3,431,568
Deferred tax liabilities, net		170,900			170,900
Deferred Compensation		100,000			80,000
Operating lease liability, net of current portion		286,384			-
Commitments and contingencies
Stockholders' Equity
Preferred stock, $.001 par value, 1,120,000 shares authorized, 120,000 shares issued and outstanding		3,000			3,000
Common stock, $.001 par value, 28,000,000 shares authorized, 5,386,723 and 5,370,028 shares issued and outstanding		130,068			130,053
Additional paid - in capital		8,049,354			7,868,119
Accumulated other comprehensive loss		(610,996	)		(609,303	)
Retained earnings		1,671,434			1,662,196
Total stockholders' equity		9,242,860			9,054,065
Total Liabilities and Stockholders' Equity	$	14,312,775		$	12,736,533

LEATT CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

		Three Months Ended
		March 31
		2019			2018
		Unaudited			Unaudited
Revenues	$	6,090,928		$	5,502,542
Cost of Revenues		3,228,826			2,746,097
Gross Profit		2,862,102			2,756,445
Product Royalty Income		8,701			12,309
Operating Expenses
Salaries and wages		876,904			777,763
Commissions and consulting expenses		78,061			125,339
Professional fees		252,968			168,471
Advertising and marketing		563,994			504,162
Office lease and expenses		69,992			70,438
Research and development costs		340,096			323,280
Bad debt expense		16,521			9,767
General and administrative expenses		467,234			435,560
Depreciation		189,695			162,764
Total operating expenses		2,855,465			2,577,544
Income from Operations		15,338			191,210
Other Income (Expenses)
Interest and other income (expenses), net		(3,021	)		(3,452	)
Total other income (expenses)		(3,021	)		(3,452	)
Income Before Income Taxes		12,317			187,758
Income Taxes		3,079			46,939
Net Income Available to Common Shareholders	$	9,238		$	140,819
Net Income per Common Share
Basic	$	-		$	0.03
Diluted	$	-		$	0.03
Weighted Average Number of Common Shares Outstanding
Basic		5,380,747			5,366,382
Diluted		5,556,134			5,545,564
Comprehensive Income
Net Income	$	9,238		$	140,819
Other comprehensive income, net of $0 and $0 deferred
income taxes in 2019 and 2018
Foreign currency translation		(1,693	)		58,232
Total Comprehensive Income	$	7,545		$	199,051

LEATT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018

		2019			2018
Cash flows from operating activities
Net income	$	9,238		$	140,819
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		189,695			162,764
Stock-based compensation		166,250			150,332
Bad debts		14,087			6,503
Inventory reserve		1,000			16,522
(Increase) decrease in:
Accounts receivable		(534,275	)		(242,407	)
Inventory		(1,503,836	)		(16,587	)
Payments in advance		83,958			129,921
Prepaid expenses and other current assets		635,901			373,816
Income tax refunds receivable		-			46,939
Deposits		25			(336	)
Increase (decrease) in:
Accounts payable and accrued expenses		1,129,423			(512,306	)
Income taxes payable		(21,921	)		-
Deferred compensation		20,000			-
Net cash provided by operating activities		189,545			255,980
Cash flows from investing activities
Capital expenditures		(160,353	)		(201,157	)
Increase in short-term investments, net		(1	)		(4	)
Net cash used in investing activities		(160,354	)		(201,161	)
Cash flows from financing activities
Issuance of common stock		15,000			-
Repayments of short-term loan, net		(198,056	)		(172,804	)
Net cash used in financing activities		(183,056	)		(172,804	)
Effect of exchange rates on cash and cash equivalents		(359	)		45,673
Net decrease in cash and cash equivalents		(154,224	)		(72,312	)
Cash and cash equivalents - beginning of period		1,709,900			1,518,157
Cash and cash equivalents - end of period	$	1,555,676		$	1,445,845
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	5,449		$	4,085
Cash paid for income taxes	$	25,000		$	-
Other non-cash investing and financing activities Common stock issued for services	$	166,250		$	150,332