10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

 

For Quarterly Period Ended September 30, 2018 

or

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

New Leap, Inc.

(Exact name of registrant issuer as specified in its charter)

Delaware	37-1863750
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

8 Derech Hameshi St., Ganne Tiqwa, Israel, 5591179

(Address of principal executive offices, including zip code)

Registrant’s phone number, including area code +972-50-7844477

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files). YES ¨ NO x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
		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. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES x NO ¨

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at November 5, 2018
Common Stock, $0.0001 par value	10,204,000

INDEX

		Page No.
PART I - FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS:
	Balance Sheet as of September 30, 2018 (unaudited) and December 31, 2017 (audited);		3
	Statements of Operations for the nine and three months ended September 30, 2018 (unaudited) and for the period from inception and three months ended September 30, 2017 (unaudited);		4
	Statement of Cash Flows for the nine months ended September 30, 2018 (unaudited) and for the period from inception ended September 30, 2017 (unaudited)		5
	Notes to Financial Statements (unaudited)		6-7
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		8
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		10
ITEM 4.	CONTROLS AND PROCEDURES		10
PART II - OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS		12
ITEM 1A.	RISK FACTORS		12
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		12
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES		12
ITEM 4.	MINE SAFETY DISCLOSURES		12
ITEM 5.	OTHER INFORMATION		12
ITEM 6.	EXHIBITS		12

2

PART I - FINANCIAL INFORMATION

ITEM I – FINANCIAL STATEMENTS

New Leap, Inc.

BALANCE SHEETS

(Expressed in USD, except for the number of shares)

	September 30,		December 31,
	2018		2017
	(Unaudited)		(Audited)
ASSETS
Current assets:
Cash and cash equivalents	$	23,610	$	7,954
Total Current assets	$	23,610	$	7,954
Total assets	$	23,610	$	7,954

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Account payable to related party	$	25,000		$	25,000
Other accounts payable		1,845			7,157
Promissory note payable to shareholder		19,609			18,018
Total current liabilities	$	46,454		$	50,175
Total Liabilities	$	46,454		$	50,175
Commitments and contingencies (Note 4 )
Stockholders’ Deficit:
Preferred stock; $0.0001 par value, 5,000,000 shares authorized, none issued and outstanding		-			-
Common stock; $0.0001 par value, 50,000,000 shares authorized, 10,204,000 shares issued and outstanding as of September 30, 2018 and 9,000,000 as of December 31, 2017	$	10,204		$	9,000
Addition paid-in capital		79,225			22,050
Accumulated deficit		(112,273	)		(73,271	)
Total stockholder’s deficit	$	(22,844	)	$	(42,221	)
Total liabilities and stockholders’ deficit	$	23,610		$	7,954

The accompanying notes are an integral part of the financial statements.

3

 

New Leap, Inc.
STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME (LOSS)
(Expressed in USD, except for the number of shares)

	Nine months ended September 30,						Three months ended September 30,
	2018			2017			2018			2017
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenues	$	-		$	-		$	-		$	-
Cost of revenues		-			-			-			-
Gross profit		-			-			-			-
Selling, General and Administrative expenses		39,002			53,745			12,468			16,290
Loss from operations		(39,002	)		(53,745	)		(12,468	)		(16,290	)
Other income, net		-			-			-			-
Loss before provision for income taxes		(39,002	)		(53,745	)		(12,468	)		(16,290	)
Income tax expense		-			-			-			-
Net Loss	$	(39,002	)	$	(53,745	)	$	(12,468	)	$	(16,290	)
Other Comprehensive loss	$	(39,002	)	$	(53,745	)	$	(12,468	)	$	(16,290	)
Loss per share
Basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average common shares outstanding:
Basic and diluted		10,204,000			9,000,000			10,204,000			9,000,000

The accompanying notes are an integral part of the financial statements.

4

New Leap, Inc.
STATEMENTS OF CASH FLOWS
(Expressed in USD, except for the number of shares) 

	Nine months ended September 30, 2018			Inception (June 1, 2017) to September 30, 2017
	(Unaudited)			(Unaudited)
Cash flow from operating activities:
Net loss	$	(39,002	)	$	(53,745	)
Adjustments to reconcile net loss to net cash used in operating activities:
Contributed services		28,350			21,600
Changes in operating assets and liabilities:
Increase (decrease) in account payables		(5,312	)		27,068
Net cash used in operating activities	$	(15,964	)	$	(5,077	)
Cash flow from investing activities	$	-		$	-
Cash flow from financing activities:
Shares issuance	$	30,029		$	-
Promissory note issuance to shareholder		1,591			5,077
Net cash provided by financing activities	$	31,620		$	5,077
NET CASH DECREASE IN CASH AND CASH EQUIVALENTS	$	15,656		$	-
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		7,954			-
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	23,610		$	-

The accompanying notes are an integral part of the financial statements.

5

New Leap, Inc.

NOTES TO FINANCIAL STATEMENTS

(USD, except number of shares)

NOTE 1 – ORGANIZATIONAL AND GOING CONCERN:

New Leap, Inc. (the "Company") was formed on June 1, 2017 as a Delaware corporation. During 2017 the Company issued 9,000,000 shares of its common stock in consideration for a business plan at $0.001 per share. The Company has yet to start operational or research and development activities. The Company plans to operate in the field of crowdfunding and to run an online platform for investments in private U.S. companies and companies which are publicly traded in the U.S. (both domestic and foreign).

In January and February, 2018 the Company issued a total of 1,204,000 shares of its common stock to various investors at a price of $0.025 per share. The shares were issued pursuant to the Company’s registration statement on Form S-1 which was declared effective by the SEC on October 20, 2017.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered cumulative losses and negative cash flows from operations since inception. Until the Company will achieve profitability and revenues, which is uncertain, it intends to finance its operation through the issuance of its shares. These conditions give rise to substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that may result from the outcome of this uncertainty.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

Basis of Presentation

The financial statements have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) issued by Financial Accounting Standards Board (“FASB”). The Company’s fiscal year-end is December 31.

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.

Recent Accounting Pronouncements

From time to time, the FASB or other standards setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codifications ("ASC") are communicated through issuance of an Accounting Standards Update. Unless otherwise discussed, we believe that the impact of recently issued guidance, whether adopted or to be adopted in the future, is not expected to have a material impact on our financial statements upon adoption.

NOTE 3 – PROMISSORY NOTE PAYABLE TO SHAREHOLDER

The Company has an outstanding note payable to its controlling shareholder and sole officer and director which is unsecured and bears no interest. The note is payable upon demand. The outstanding balance under the note was $19,609 and $18,018 as of September 30, 2018 and December 31, 2017 respectively.

6

New Leap, Inc.

NOTES TO FINANCIAL STATEMENTS

(USD, except number of shares)

NOTE 4 – COMMITMENTS AND CONTINGENCIES

In June 2017, the Company engaged a legal counsel in order to receive legal services concerning the registration statement to be filed with the Securities and Exchange Commission ("SEC"). According to the agreement, the fees will be paid if and only upon receiving the first $25,000 from external investors following the effectiveness of the registration statement. Since this expense was probable it was recorded as a provision and as expenses amounting to $25,000 outstanding at December 31, 2017. The legal counsel is considered to be a related party - see also note 5. The legal counsel has agreed to postpone this payment for the time being given the financial condition of the Company.

NOTE 5 – TRANSACTION WITH RELATED PARTY

A.	During the period from inception (June 1, 2017) and up to the balance sheet date the CEO and major shareholder devoted to the Company approximately 10 hours per week. The expense incurred by the CEO and major shareholder on behalf and for the benefit of the Company for the nine months and three months ended September 30, 2018 amounted to $28,350 and $9,450, respectively and was recorded as contribution to equity.
B.	The services described in note 4 are provided by a related party. The related party is the son of the major shareholder and provides legal advice to the Company. As of September 30, 2018 and as of December 31, 2017 the liability amounted to $25,000 – see also note 4.
C.	The Company leases its office space from its sole officer and director at no charge.
D.	As of September 30, 2018 the company has an outstanding note payable to the sole officer and director. - See Note 3

NOTE 6 – SUBSEQUENT EVENTS

As of the date of issuance of the financial statements, there are no significant subsequent events.

7

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guarantees of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this quarterly report on Form 10-Q. The following should also be read in conjunction with the unaudited Financial Statements and notes thereto that appear elsewhere in this report.

Company Overview

Operations

New Leap, Inc., a Delaware corporation, (“New Leap” “Company” “we,” “us,” or “our”) was incorporated on June 1, 2017. Most of the activity through September 30, 2018 involved efforts in connection with the preparation of the Company’s registration statement on Form S-1 and the offering pursuant to this registration statement.

We are a development stage company and have extremely limited financial resources. We have not established a source of equity or debt financing. Our financial statements include a note emphasizing the uncertainty of our ability to remain a going concern.

Results from Operations

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the nine and three months ended September 30, 2018 were $39,002 and $12,468, respectively comparing to $53,745 and $16,290 for the period from inception and three months ended September 30, 2017, respectively. The expenses were primarily consisted of contributed services by the CEO and professional services.

Liquidity and Capital Resources

The following is a summary of the Company’s cash flows used in operating activities for the nine months ended September 30, 2018 and the period from inception ended September 30, 2017:

	Nine months ended September 30, 2018			The period from inception ended September 30, 2017
Net Loss	$	(39,002	)	$	(53,745	)
Net cash used in operating activities	$	(15,964	)	$	(5,077	)
Cash flow from financing activities	$	31,620		$	5,077

8

Most of our resources and work to date have been devoted to planning our business, completing our registration statement and completing our public offering.

As a public entity we will incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses including annual reports and proxy statements, if required. We estimate that these costs will range up to $25,000 per year over the next few years and may be significantly higher if our business volume and transactional activity increases.

The Company may offer, at its discretion, shares of its common stock to settle professional fees. There can be no assurances, and we cannot predict the likelihood, that we will be able to settle any professional fees by issuing shares of our common stock.

As of September 30, 2018 we owed $46,454, $26,845 of which were in connection with professional services. The balance of $19,609 was owed to our controlling shareholder and chief executive officer for expenses incurred on behalf of the Company. There are no other significant liabilities at September 30, 2018.

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Critical Accounting Policies

The preparation of financial statements and related notes requires us to make judgments, estimates, and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.

An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements.

Financial Reporting Release No. 60 requires all companies to include a discussion of critical accounting policies or methods used in the preparation of financial statements. There are no critical policies or decisions that rely on judgments that are based on assumptions about matters that are highly uncertain at the time the estimate is made. Note 2 to the financial statements, included elsewhere in this report, includes a summary of the significant accounting policies and methods used in the preparation of our financial statements.

Going Concern

Management assessed that the Company’s financial condition raises substantial doubt about our ability to continue as a going concern. Therefore, it is possible that even if we keep costs to a minimum we may not be able to continue operations for the next 12 months.

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

9

Contractual Obligations

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures”, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC`s rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of September 30, 2018, that our disclosure controls and procedures are not effective at a reasonable assurance level and are designed to provide reasonable assurance that the controls and procedures will meet their objectives due to the material weaknesses described below. However, it should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The internal controls for the Company are provided by executive management’s review and approval of all transactions. Our internal control over financial reporting also includes those policies and procedures that:

(1)	pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
(2)	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management; and
(3)	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.

10

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, 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.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of September 30, 2018. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission in Internal Control-Integrated Framework (2013). Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of these controls.

Based on this assessment, management has concluded that as of September 30, 2018, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles due to the existence of the following material weaknesses:

· Lack of segregation of duties

· Lack of audit committee and independent directors

· Management is dominated by a single individual without adequate compensating controls providing for multiple levels of supervision and review

Although we are unable to meet the standards under COSO because of the limited resources available to a company of our size, we are committed to improving our financial organization. As funds become available, we will undertake to: (1) create a position to segregate duties consistent with control objectives, (2) increase our personnel resources and technical accounting expertise within the accounting function (3) appoint one or more independent directors to our board of directors who shall be appointed to a Company audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and (4) prepare and implement sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

We will continue to monitor and evaluate the effectiveness of our disclosure controls and procedures and our internal control over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

This quarterly report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this quarterly report.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred since June 30, 2018 that have materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

11

PART II -- OTHER INFORMATION

Item 1. Legal Proceedings.

To the best of our knowledge, the Company is not a party to any legal proceeding or litigation.

Item 1A. Risk Factors.

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

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

There were no sales of unregistered equity securities during the period covered by this report on Form 10-Q. Our registration statement on Form S-1, file number 333-219776, became effective on October 20, 2017. The offering pursuant to this registration statement was terminated on April 20, 2018. Proceeds raised in the offering are used for general expenses.

Item 3. Defaults upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

31	Certification of President pursuant to Exchange Act Rule 13a-14 and 15d-14.
32	Certification of the Company’s Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS **	XBRL Instance Document
101.SCH **	XBRL Taxonomy Extension Schema Document
101.CAL **	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF **	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB **	XBRL Taxonomy Extension Label Linkbase Document
101.PRE **	XBRL Taxonomy Extension Presentation Linkbase Document

___________

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

12

SIGNATURES

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, thereunto duly authorized.  

		NEW LEAP, INC.
Date: November 5, 2018	By:	/s/ Itzhak Ostashinsky
		Itzhak Ostashinsky
		Chief Executive Officer, President and Chief Financial Officer

13

EX-31

  EXHIBIT 31

NEW LEAP, INC.

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO

SECURITIES EXCHANGE ACT RULES 13A-14 AND 15D-14

I, Itzhak Ostashinsky, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of New Leap, Inc.;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 5, 2018	By:	/s/ Itzhak Ostashinsky
		Itzhak Ostashinsky
		Chief Executive Officer, President and Chief Financial Officer

EX-32

  EXHIBIT 32

NEW LEAP, INC.

CERTIFICATION

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(SUBSECTIONS (a) AND (b) OF SECTION 1350, CHAPTER 63 OF TITLE 18,

UNITED STATES CODE)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of Title 18, United States Code), the undersigned officer of New Leap, Inc. (the “Company”), does hereby certify with respect to the Quarterly Report of the Company on Form 10-Q for the period ended September 30 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), to the best of the undersigned’s knowledge that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 5, 2018	By:	/s/ Itzhak Ostashinsky
		Itzhak Ostashinsky
		Chief Executive Officer, President and Chief Financial Officer

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2018	Nov. 05, 2018
Document And Entity Information
Entity Registrant Name	New Leap, Inc.
Entity Central Index Key	0001713809
Document Type	10-Q
Document Period End Date	Sep. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		10,204,000
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2018
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Ex Transition Period	false

XML

BALANCE SHEETS - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 23,610	$ 7,954
Total Current assets	23,610	7,954
Total assets	23,610	7,954
Current Liabilities:
Account payable to related party	25,000	25,000
Other accounts payable	1,845	7,157
Promissory note payable to shareholder	19,609	18,018
Total current liabilities	46,454	50,175
Total Liabilities	46,454	50,175
Commitments and contingencies (Note 4)
Stockholders' Deficit:
Preferred stock; $0.0001 par value, 5,000,000 shares authorized, none issued and outstanding
Common stock; $0.0001 par value, 50,000,000 shares authorized, 10,204,000 shares issued and outstanding as of September 30, 2018 and 9,000,000 as of December 31, 2017	10,204	9,000
Addition paid-in capital	79,225	22,050
Accumulated deficit	(112,273)	(73,271)
Total stockholder's deficit	(22,844)	(42,221)
Total liabilities and stockholders' deficit	$ 23,610	$ 7,954

XML

BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2018	Dec. 31, 2017
Stockholders' Deficit:
Preferred Stock, Par Value	$ 0.0001	$ .0001
Preferred Stock, Shares Authorized	5,000,000	5,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par Value	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	50,000,000	50,000,000
Common Stock, Shares Issued	10,204,000	9,000,000
Common Stock, Shares Outstanding	10,204,000	9,000,000

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STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Statements Of Operations And Other Comprehensive Income Loss
Revenues
Cost of revenues
Gross profit
Selling, General and Administrative expenses	12,468	16,290	39,002	53,745
Loss from operations	(12,468)	(16,290)	(39,002)	(53,745)
Other income, net
Loss before provision for income taxes	(12,468)	(16,290)	(39,002)	(53,745)
Income tax expense
Net Loss	(12,468)	(16,290)	(39,002)	(53,745)
Other Comprehensive loss	$ (12,468)	$ (16,290)	$ (39,002)	$ (53,745)
Loss per share
Basic and diluted	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Weighted average common shares outstanding:
Basic and diluted	10,204,000	9,000,000	10,204,000	9,000,000

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STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Cash flow from operating activities:
Net loss	$ (39,002)	$ (53,745)
Adjustments to reconcile net loss to net cash used in operating activities:
Contributed services	28,350	21,600
Changes in operating assets and liabilities:
Increase (decrease) in account payables	(5,312)	27,068
Net cash used in operating activities	(15,964)	(5,077)
Cash flow from investing activities
Cash flow from financing activities:
Shares issuance	30,029
Promissory note issuance to shareholder	1,591	5,077
Net cash provided by financing activities	31,620	5,077
NET CASH DECREASE IN CASH AND CASH EQUIVALENTS	15,656
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	7,954
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$ 23,610

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ORGANIZATIONAL AND GOING CONCERN

9 Months Ended

Sep. 30, 2018

Notes to Financial Statements

Note 1 - ORGANIZATIONAL AND GOING CONCERN

New Leap, Inc. (the "Company") was formed on June 1, 2017 as a Delaware corporation. During 2017 the Company issued 9,000,000 shares of its common stock in consideration for a business plan at $0.001 per share. The Company has yet to start operational or research and development activities. The Company plans to operate in the field of crowdfunding and to run an online platform for investments in private U.S. companies and companies which are publicly traded in the U.S. (both domestic and foreign).

In January and February, 2018 the Company issued a total of 1,204,000 shares of its common stock to various investors at a price of $0.025 per share. The shares were issued pursuant to the Company’s registration statement on Form S-1 which was declared effective by the SEC on October 20, 2017.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered cumulative losses and negative cash flows from operations since inception. Until the Company will achieve profitability and revenues, which is uncertain, it intends to finance its operation through the issuance of its shares. These conditions give rise to substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that may result from the outcome of this uncertainty.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2018

Notes to Financial Statements

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) issued by Financial Accounting Standards Board (“FASB”). The Company’s fiscal year-end is December 31.

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.

Recent Accounting Pronouncements

From time to time, the FASB or other standards setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codifications ("ASC") are communicated through issuance of an Accounting Standards Update. Unless otherwise discussed, we believe that the impact of recently issued guidance, whether adopted or to be adopted in the future, is not expected to have a material impact on our financial statements upon adoption.

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PROMISSORY NOTE PAYABLE TO SHAREHOLDER

9 Months Ended

Sep. 30, 2018

Notes to Financial Statements

Note 3 - PROMISSORY NOTE PAYABLE TO SHAREHOLDER

The Company has an outstanding note payable to its controlling shareholder and sole officer and director which is unsecured and bears no interest. The note is payable upon demand. The outstanding balance under the note was $19,609 and $18,018 as of September 30, 2018 and December 31, 2017 respectively.

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COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2018

Notes to Financial Statements

Note 4 - COMMITMENTS AND CONTINGENCIES

In June 2017, the Company engaged a legal counsel in order to receive legal services concerning the registration statement to be filed with the Securities and Exchange Commission ("SEC"). According to the agreement, the fees will be paid if and only upon receiving the first $25,000 from external investors following the effectiveness of the registration statement. Since this expense was probable it was recorded as a provision and as expenses amounting to $25,000 outstanding at December 31, 2017. The legal counsel is considered to be a related party - see also note 5. The legal counsel has agreed to postpone this payment for the time being given the financial condition of the Company.

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TRANSACTION WITH RELATED PARTY

9 Months Ended

Sep. 30, 2018

Notes to Financial Statements

Note 5 - TRANSACTION WITH RELATED PARTY

A.	During the period from inception (June 1, 2017) and up to the balance sheet date the CEO and major shareholder devoted to the Company approximately 10 hours per week. The expense incurred by the CEO and major shareholder on behalf and for the benefit of the Company for the nine months and three months ended September 30, 2018 amounted to $28,350 and $9,450, respectively and was recorded as contribution to equity.
B.	The services described in note 4 are provided by a related party. The related party is the son of the major shareholder and provides legal advice to the Company. As of September 30, 2018 and as of December 31, 2017 the liability amounted to $25,000 – see also note 4.
C.	The Company leases its office space from its sole officer and director at no charge.
D.	As of September 30, 2018 the company has an outstanding note payable to the sole officer and director. - See Note 3

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SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2018

Notes to Financial Statements

NOTE 6 - SUBSEQUENT EVENTS

As of the date of issuance of the financial statements, there are no significant subsequent events.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2018

Summary Of Significant Accounting Policies

Basis of Presentation

The financial statements have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) issued by Financial Accounting Standards Board (“FASB”). The Company’s fiscal year-end is December 31.

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.

Recent Accounting Pronouncements

From time to time, the FASB or other standards setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codifications ("ASC") are communicated through issuance of an Accounting Standards Update. Unless otherwise discussed, we believe that the impact of recently issued guidance, whether adopted or to be adopted in the future, is not expected to have a material impact on our financial statements upon adoption.

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ORGANIZATIONAL AND GOING CONCERN (Details Narrative) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
State of Incorporation	Delaware
Date of Incorporation	Jun. 01, 2017
Common stock issued as consideration value, price per share		$ 0.001
Common stock, shares issued	10,204,000	9,000,000
January and February, 2018 [Member] | Various investors [Member]
Common stock issued as consideration value, price per share	$ 0.025
Common stock, shares issued	1,204,000

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PROMISSORY NOTE PAYABLE TO SHAREHOLDER (Details Narrative) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Promissory Note Payable To Shareholder
Promissory note payable to shareholder	$ 19,609	$ 18,018

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COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Account payable to related party	$ 25,000	$ 25,000
Legal Counsel [Member]
Account payable to related party	$ 25,000	$ 25,000

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TRANSACTION WITH RELATED PARTY (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Contributed services		$ 28,350	$ 21,600
Account payable to related party	$ 25,000	25,000		$ 25,000
CEO and Major Shareholder [Member]
Contributed services	$ 9,450	$ 28,350