Nevada
|
06-1791524
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☒
|
|
|
Emerging growth company
|
☐
|
PART I – FINANCIAL INFORMATION
|
||
Item 1.
|
3
|
|
Item 2.
|
11
|
|
Item 3.
|
14
|
|
Item 4.
|
14
|
|
PART II – OTHER INFORMATION
|
||
Item 1.
|
16
|
|
Item 2.
|
16
|
|
Item 3.
|
16
|
|
Item 4.
|
16
|
|
Item 5.
|
16
|
|
Item 6.
|
17
|
|
17
|
March 31, 2017
(Unaudited)
|
June 30, 2016
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
224,401
|
$
|
52,360
|
||||
Prepaid expenses and other
|
3,947
|
5,591
|
||||||
Total current assets
|
228,348
|
57,951
|
||||||
Noncurrent assets:
|
||||||||
Fixed assets, net of accumulated depreciation of $0
|
1,500
|
--
|
||||||
Total assets
|
$
|
229,848
|
$
|
57,951
|
||||
LIABILITIES AND EQUITY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
4,861
|
$
|
--
|
||||
Accrued liabilities
|
59,243
|
10,999
|
||||||
Deferred revenue
|
41,899
|
127,184
|
||||||
Total liabilities
|
106,003
|
138,183
|
||||||
Commitments and contingencies (Note 5)
|
--
|
--
|
||||||
Equity:
|
||||||||
Preferred stock, $.001 par value; 10,000,000 shares authorized; 3,000,000 shares issued and outstanding for class A preferred stock and 250,000 shares issued and outstanding for class B preferred stock at March 31, 2017; no shares authorized, issued and outstanding at June 30,2016
|
3,250
|
--
|
||||||
Common stock, $.001 par value; 150,000,000 shares authorized; 38,000,000 shares issued and outstanding at March 31, 2017; 75,000,000 shares authorized; 58,090,000 shares issued and outstanding at June 30, 2016
|
38,000
|
--
|
||||||
Additional paid-in capital
|
808,750
|
--
|
||||||
Accumulated deficit
|
(726,155
|
)
|
--
|
|||||
Members’ deficit (LB Media, LLC)
|
--
|
(80,232
|
)
|
|||||
Total equity
|
123,845
|
(80,232
|
)
|
|||||
Total liabilities and equity
|
$
|
229,848
|
$
|
57,951
|
Three months ended March 31,
|
Nine months ended March 31,
|
|||||||||||||||
2017
|
2016
|
2017
|
2016
|
|||||||||||||
Sales revenue
|
$
|
231,504
|
$
|
28,972
|
$
|
715,158
|
$
|
360,717
|
||||||||
Cost of sales
|
--
|
--
|
--
|
--
|
||||||||||||
Gross profit
|
231,504
|
28,972
|
715,158
|
360,717
|
||||||||||||
Operating expenses:
|
||||||||||||||||
Personnel
|
163,810
|
62,531
|
403,966
|
176,719
|
||||||||||||
Advertising
|
50,970
|
18,027
|
121,399
|
38,646
|
||||||||||||
Information technology
|
9,553
|
7,355
|
44,811
|
40,963
|
||||||||||||
Sales and marketing
|
450
|
--
|
450
|
1,677
|
||||||||||||
General and administrative
|
115,037
|
38,363
|
180,789
|
104,499
|
||||||||||||
Total operating expenses
|
339,820
|
126,276
|
751,415
|
362,504
|
||||||||||||
Loss from operations
|
(108,316
|
)
|
(97,304
|
)
|
(36,257
|
)
|
(1,787
|
)
|
||||||||
Other income (expense):
|
||||||||||||||||
Interest expense
|
(39
|
)
|
--
|
(39
|
)
|
--
|
||||||||||
Other income
|
--
|
--
|
1,438
|
--
|
||||||||||||
Other income (expense), net
|
(39
|
)
|
--
|
1,399
|
--
|
|||||||||||
Net loss
|
$
|
(108,355
|
)
|
$
|
(97,304
|
)
|
$
|
(34,858
|
)
|
$
|
(1,787
|
)
|
||||
Net loss per common share:
|
||||||||||||||||
Basic and diluted
|
$
|
0.00
|
$
|
0.00
|
$
|
0.00
|
$
|
0.00
|
||||||||
Weighted average common shares outstanding:
|
||||||||||||||||
Basic and diluted
|
25,830,511
|
21,750,034
|
23,090,337
|
21,750,034
|
Nine months ended March 31,
|
||||||||
2017
|
2016
|
|||||||
Operating Activities:
|
||||||||
Net loss
|
$
|
(34,858
|
)
|
$
|
(1,787
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses and other
|
1,644
|
(9,451
|
)
|
|||||
Accounts payable and accrued liabilities
|
(32,180
|
)
|
25,286
|
|||||
Net cash used in operating activities
|
(65,394
|
)
|
14,048
|
|||||
Investing Activities:
|
||||||||
Acquisition of office equipment
|
(1,500
|
)
|
--
|
|||||
Net cash used in investing activities
|
(1,500
|
)
|
--
|
|||||
Financing Activities:
|
||||||||
Proceeds from issuance of stock
|
850,000
|
--
|
||||||
Member distributions
|
(611,065
|
)
|
(13,905
|
)
|
||||
Net cash provided by financing activities
|
238,935
|
(13,905
|
)
|
|||||
Net change in cash
|
172,041
|
143
|
||||||
Cash, beginning of period
|
52,360
|
45,686
|
||||||
Cash, end of period
|
$
|
224,401
|
$
|
45,829
|
Nine months ended
March 31, 2017
|
Nine months ended
March 31, 2016
|
|||||||
Pro forma results:
|
||||||||
Total net revenues
|
$
|
715,158
|
$
|
369,217
|
||||
Net loss
|
(41,140
|
)
|
(4,910
|
)
|
||||
Net loss per common share:
|
||||||||
Basic and diluted
|
$
|
0.00
|
$
|
0.00
|
Cash
|
$
|
11,798
|
||
Fixed assets
|
1,491
|
|||
Total assets
|
$
|
13,289
|
||
Note payable
|
$
|
3,617
|
||
Preferred stock
|
--
|
|||
Common stock
|
6,280
|
|||
Additional paid-in capital
|
24,320
|
|||
Accumulated deficit
|
(20,928
|
)
|
||
Total stockholders’ equity
|
9,672
|
|||
Total liabilities and stockholders’ equity
|
$
|
13,289
|
Three months ended March 31,
|
||||||||||||||||
2017
|
2016
|
Change
|
%
|
|||||||||||||
Sales revenue
|
$
|
231,504
|
$
|
28,972
|
$
|
202,532
|
699
|
%
|
||||||||
Cost of revenue
|
--
|
--
|
--
|
-
|
%
|
|||||||||||
Gross profit
|
231,504
|
28,972
|
202,532
|
699
|
%
|
|||||||||||
Total operating expenses
|
339,820
|
126,276
|
(213,544
|
)
|
(169
|
)%
|
||||||||||
Interest expense
|
(39
|
)
|
--
|
(39
|
)
|
-
|
%
|
|||||||||
Net loss
|
$
|
(108,355
|
)
|
$
|
(97,304
|
)
|
$
|
(11,051
|
)
|
11
|
%
|
Nine months ended March 31,
|
||||||||||||||||
2017
|
2016
|
Change
|
%
|
|||||||||||||
Sales revenue
|
$
|
715,158
|
$
|
360,717
|
$
|
354,441
|
98
|
%
|
||||||||
Cost of revenue
|
--
|
--
|
--
|
--
|
%
|
|||||||||||
Gross profit
|
715,158
|
360,717
|
354,441
|
98
|
%
|
|||||||||||
Total operating expenses
|
751,415
|
362,504
|
(388,911
|
)
|
(107
|
)%
|
||||||||||
Interest expense
|
(39
|
)
|
--
|
(39
|
)
|
--
|
%
|
|||||||||
Other income (expense)
|
1,438
|
--
|
1,438
|
--
|
%
|
|||||||||||
Net loss
|
$
|
(34,858
|
)
|
$
|
(1,787
|
)
|
$
|
(33,071
|
)
|
1851
|
%
|
Three months ended March 31,
|
||||||||||||||||
2017
|
2016
|
Change
|
%
|
|||||||||||||
Personnel
|
$
|
163,810
|
$
|
62,531
|
$
|
101,279
|
162
|
%
|
||||||||
Advertising
|
50,970
|
18,027
|
32,943
|
183
|
%
|
|||||||||||
Information technology
|
9,553
|
7,355
|
2,198
|
30
|
%
|
|||||||||||
Sales and marketing
|
450
|
--
|
450
|
--
|
%
|
|||||||||||
General and administrative
|
115,037
|
38,363
|
76,674
|
200
|
%
|
|||||||||||
$
|
339,820
|
$
|
126,276
|
$
|
213,544
|
169
|
%
|
Nine months ended March 31,
|
||||||||||||||||
2017
|
2016
|
Change
|
%
|
|||||||||||||
Personnel
|
$
|
403,966
|
$
|
176,719
|
$
|
227,247
|
129
|
%
|
||||||||
Advertising
|
121,399
|
38,646
|
82,753
|
214
|
%
|
|||||||||||
Information technology
|
44,811
|
40,963
|
3,848
|
9
|
%
|
|||||||||||
Sales and marketing
|
450
|
1,677
|
(1,227
|
)
|
(73
|
)%
|
||||||||||
General and administrative
|
180,789
|
104,499
|
8,290
|
8
|
%
|
|||||||||||
$
|
751,415
|
$
|
362,504
|
$
|
388,911
|
107
|
%
|
Nine months ended March 31,
|
||||||||
2017
|
2016
|
|||||||
Net cash (used in) provided by operating activities
|
$
|
(65,394
|
)
|
$
|
14,048
|
|||
Net cash used in investing activities
|
1,500
|
--
|
||||||
Net cash provided by (used in) financing activities
|
238,935
|
(13,905
|
)
|
Exhibit
Number
|
Exhibit
Description
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
|
||
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
|
||
Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **
|
||
Certification of Chief Financial Officer pursuant to 18 U.S.C. 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*
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase*
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase*
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase*
|
|
101.PRE
|
XBRL Taxonomy Presentation Linkbase*
|
* |
Filed herewith.
|
** |
Furnished herewith.
|
Date: May 22, 2017
|
LEAFBUYER TECHNOLOGIES, INC.
|
|
By:
|
/s/ Kurt Rossner
|
|
Kurt Rossner
|
||
Chief Executive Officer and Chairman
|
||
(Principal Executive Officer)
|
||
By:
|
/s/ Mark Breen
|
|
Mark Breen
|
||
Chief Financial Officer and Director
|
||
(Principal Accounting and Financial Officer)
|
1. |
I have reviewed this quarterly report on Form 10-Q of Leafbuyer Technologies, Inc.
|
2. |
Based on my knowledge, this 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 report;
|
3. |
Based on my knowledge, the interim financial statements, and other financial information included in this 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 report;
|
4. |
The registrant’s other certifying officer and I are 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 15(d)-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 over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Interim 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 fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant’s other certifying officer(s) and 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: May 22, 2017
|
||
By:
|
/s/ Kurt Rossner
|
|
Kurt Rossner
|
||
Chief Executive Officer and Chairman
(Principal Executive Officer)
|
1. |
I have reviewed this quarterly report on Form 10-Q of Leafbuyer Technologies, Inc.;
|
2. |
Based on my knowledge, this 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 report;
|
3. |
Based on my knowledge, the interim financial statements, and other financial information included in this 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 report;
|
4. |
The registrant’s other certifying officer and I are 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 15(d)-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 over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Interim 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 fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant’s other certifying officer(s) and 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: May 22, 2017
|
||
By:
|
/s/ Mark Breen
|
|
Mark Breen
|
||
Chief Financial Officer and Director
(Principal Financial and Accounting Officer)
|
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.
|
Dated: May 22, 2017
|
||
By:
|
/s/ Kurt Rossner
|
|
Kurt Rossner
|
||
Chief Executive Officer and Chairman
(Principal Executive Officer)
|
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: May 22, 2017
|
||
By:
|
/s/ Mark Breen
|
|
Mark Breen
|
||
Chief Financial Officer and Director
(Principal Financial and Accounting Officer)
|
Document and Entity Information - shares |
9 Months Ended | |
---|---|---|
Mar. 31, 2017 |
May 22, 2017 |
|
Document and Entity Information [Abstract] | ||
Entity Registrant Name | LEAFBUYER TECHNOLOGIES, INC. | |
Entity Central Index Key | 0001643721 | |
Current Fiscal Year End Date | --06-30 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 38,000,663 | |
Document Fiscal Year Focus | 2017 | |
Document Fiscal Period Focus | Q3 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 |
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) |
Mar. 31, 2017 |
Jun. 30, 2016 |
---|---|---|
Noncurrent assets: | ||
Accumulated depreciation | $ 0 | $ 0 |
Equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 0 |
Preferred stock, shares issued (in shares) | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 150,000,000 | 75,000,000 |
Common stock, shares issued (in shares) | 38,000,000 | 58,090,000 |
Common stock, shares outstanding (in shares) | 38,000,000 | 58,090,000 |
Class A Preferred Stock [Member] | ||
Equity: | ||
Preferred stock, shares issued (in shares) | 3,000,000 | |
Preferred stock, shares outstanding (in shares) | 3,000,000 | |
Class B Preferred Stock [Member] | ||
Equity: | ||
Preferred stock, shares issued (in shares) | 250,000 | |
Preferred stock, shares outstanding (in shares) | 250,000 |
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Mar. 31, 2017 |
Mar. 31, 2016 |
Mar. 31, 2017 |
Mar. 31, 2016 |
|
Condensed Consolidated Statements of Operations (Unaudited) [Abstract] | ||||
Sales revenue | $ 231,504 | $ 28,972 | $ 715,158 | $ 360,717 |
Cost of sales | 0 | 0 | 0 | 0 |
Gross profit | 231,504 | 28,972 | 715,158 | 360,717 |
Operating expenses: | ||||
Personnel | 163,810 | 62,531 | 403,966 | 176,719 |
Advertising | 50,970 | 18,027 | 121,399 | 38,646 |
Information technology | 9,553 | 7,355 | 44,811 | 40,963 |
Sales and marketing | 450 | 0 | 450 | 1,677 |
General and administrative | 115,037 | 38,363 | 180,789 | 104,499 |
Total operating expenses | 339,820 | 126,276 | 751,415 | 362,504 |
Loss from operations | (108,316) | (97,304) | (36,257) | (1,787) |
Other income (expense): | ||||
Interest expense | (39) | 0 | (39) | 0 |
Other income | 0 | 0 | 1,438 | 0 |
Other income (expense), net | (39) | 0 | 1,399 | 0 |
Net loss | $ (108,355) | $ (97,304) | $ (34,858) | $ (1,787) |
Net income loss per common share: | ||||
Basic and diluted (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average common shares outstanding: | ||||
Basic and diluted (in shares) | 25,830,511 | 21,750,034 | 23,090,337 | 21,750,034 |
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) |
9 Months Ended | |
---|---|---|
Mar. 31, 2017 |
Mar. 31, 2016 |
|
Operating Activities: | ||
Net loss | $ (34,858) | $ (1,787) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other | 1,644 | (9,451) |
Accounts payable and accrued liabilities | (32,180) | 25,286 |
Net cash used in operating activities | (65,394) | 14,048 |
Investing Activities: | ||
Purchase of office equipment | (1,500) | 0 |
Net cash used in investing activities | (1,500) | 0 |
Financing Activities: | ||
Proceeds from issuance of stock | 850,000 | 0 |
Member distributions | (611,065) | (13,905) |
Net cash provided by financing activities | 238,935 | (13,905) |
Net change in cash | 172,041 | 143 |
Cash, beginning of period | 52,360 | 45,686 |
Cash, end of period | $ 224,401 | $ 45,829 |
Description of Business and Summary of Significant Accounting Policies |
9 Months Ended |
---|---|
Mar. 31, 2017 | |
Description of Business and Summary of Significant Accounting Policies [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Note 1 — Description of Business and Summary of Significant Accounting Policies On March 23, 2017, AP Event Inc. (“AP” or the “Registrant”) consummated an Agreement and Plan of Merger (the “Merger Agreement”) with LB Media Group, LLC a Colorado limited liability Company (“LB Media”), August Petrov (the principal stockholder of AP), and LB Acquisition Corp., a Colorado corporation a wholly-owned subsidiary of AP (“Acquisition”) whereby Acquisition was merged with and into LB Media (the “Merger”) in consideration for: cash in the amount of Six Hundred Thousand Dollars ($600,000); 2,351,355 newly-issued, pre-split shares of the Registrant’s Common Stock (the “Merger Shares”); and 324,327 pre-split shares of the Registrant’s Series A Preferred Stock, par value $0.001 per share (the “Series A Shares,” and collectively with the Merger Shares, the “Merger Consideration”). Pursuant to the terms of the Merger Agreement, LB Media agreed to retire 5,000,000 shares of Common Stock of the Registrant held immediately prior to the Merger. As a result of the Merger, LB Media became a wholly-owned subsidiary of the Registrant, and following the consummation of the Merger and giving effect to the securities sold in the Offering, the members of LB Media will beneficially own approximately fifty-five (55%) of the issued and outstanding Common Stock of the Registrant. The Merger Agreement contains customary representations, warranties and covenants of the Registrant and LB Media for like transactions. As a result of the reorganization and name changed discussed later, Leafbuyer Technologies, Inc. (“Leafbuyer”) became the publicly quoted parent holding company with LB Media becoming a wholly-owned subsidiary of Leafbuyer. Upon consummation of the Agreement, Leafbuyer common stock was deemed to be registered under Section 12(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12g-3(a) promulgated thereunder. For purposes of Rule 12g-3(a), Leafbuyer is the successor issuer to AP. AP was established under the corporation laws in the State of Nevada on October 16, 2014. On March 24, 2017, the Registrant changed its name to Leafbuyer Technologies, Inc. All references herein to “us,” “we,” “our,” “Leafbuyer,” or the “Company” refer to Leafbuyer Technologies, Inc. and its subsidiaries. Description of Business We are focused on providing valuable information for the savvy cannabis consumer looking to make a purchase via deals and a dispensary database. We connect consumers with dispensaries by working alongside businesses to showcase their unique products and build a network of loyal patrons. Our national network of cannabis deals and information reaches millions of consumers monthly. LB Media was founded in 2012 by a group of technology and industry veterans and provides online resources for cannabis deals and specials. Our headquarters is located in Greenwood Village, Colorado. Basis of Presentation As a result of the Merger Agreement, LB Media is considered to be the “accounting acquirer” and, accordingly, is treated as the predecessor company. The condensed consolidated financial statements include the results of operations and financial position of LB Media for all periods, and the results of operations and financial position of Leafbuyer as of and for the eight days ended March 31, 2017. We are currently in the process of having our financial statements audited. The accompanying condensed consolidated balance sheet as of March 31, 2017, has been derived from financial statements that are currently being audited. The accompanying unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements being audited and in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. In the opinion of management, such unaudited information includes all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of this interim information. All intercompany transactions have been eliminated in consolidation. Operating results and cash flows for interim periods are not necessarily indicative of results that can be expected for the entire year. The information included in this report should be read in conjunction with our audited financial statements and notes thereto. Significant Accounting Policies Fair Value Measurements The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions) The Company has no assets or liabilities valued at fair value on a recurring basis. Revenue Recognition The Company follows the guidance of the Accounting Standards Codification (“ASC”) Topic 605, “Revenue Recognition.” It records revenue when persuasive evidence of an arrangement exists, services have been rendered, the selling price to the customer is fixed or determinable and collectability of the revenue is reasonably assured. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. Cash For purposes of the consolidated statements of cash flows, cash includes demand deposits, time deposits, certificates of deposit and short-term liquid investments with original maturities of three months or less when purchased. The Federal Deposit Insurance Corporation provides coverage for all accounts of up to $250,000. As of March 31, 2017 and June 30, 2016, none of the Company’s cash was in excess of federally insured limits. Start-Up Costs In accordance with ASC 720, “Start-up Costs”, the Company expenses all costs incurred in connection with the start-up and organization of the Company. Income taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. There are no material uncertain tax positions at March 31, 2017. Going Concern The Company’s financial statements been prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The ability to continue as a going concern is dependent upon our generating profitable operations in the future and / or obtaining the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Management believes that actions presently being taken to further implement our business plan and generate additional revenues provide opportunity for the Company to continue as a going concern. While we believe in the viability of our strategy to generate additional revenues and our ability to raise additional funds, there can be no assurances to that effect. We had an accumulated deficit of $726,155 at March 31, 2017, and further losses are anticipated in the development of our business. Accordingly, there is substantial doubt about our ability to continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. Recently Issued Accounting Pronouncements The Financial Accounting Standards Board and other entities issued new or modifications to, or interpretations of, existing accounting guidance during 2017. Management has carefully considered the new pronouncements that altered generally accepted accounting principles and does not believe that any other new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term. |
Recapitalization |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Recapitalization [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Recapitalization | Note 2 — Recapitalization On March 23, 2017, we completed the Merger Agreement with AP. The impact to equity of the Merger Agreement includes a) the issuance of 2,351,355 new pre-split shares of the Company’s common stock; b) the issuance of 324,327 new pre-split shares of the Company’s Series A Preferred Stock; c) the retirement of 5,000,000 shares of the Company’s pre-split common stock; and d) removing the Company’s accumulated deficit and adjusting equity for the recapitalization. Simultaneously with the Merger, the Company accepted subscriptions in a private placement offering of 476,092 new pre-split shares of the Company’s common stock in the amount of $600,000 as well as 27,027 new pre-split shares of the Company’s Series B Convertible Preferred Stock in the amount of $250,000. The accompanying condensed consolidated statements of operations include the results of the Merger Agreement dated March 23, 2017. The pro forma effects of the acquisition on the results of operations as if the transaction had been completed on July 1, 2017 and 2016, are as follows:
The assets and liabilities of the Company on the effective date of the Merger Agreement were as follows:
|
Capital Stock and Equity Transactions |
9 Months Ended |
---|---|
Mar. 31, 2017 | |
Capital Stock and Equity Transactions [Abstract] | |
Capital Stock and Equity Transactions | Note 3 — Capital Stock and Equity Transactions The Company has 150,000,000 and 75,000,000 shares of common stock authorized with a par value of $ 0.001 per share as of March 31, 2017 and June 30, 2016. In addition, the Company has 10,000,000 and 0 blank check preferred stock authorized with a par value of $0.001 per share as of March 31, 2017 and June 30, 2016. On June 8, 2015, the Company issued 5,000,000 shares at $0.001 per share for total proceeds of $5,000 to the company’s founder. In January and February 2016, the Company issued 1,280,000 shares at $0.02 per share for total proceeds of $25,600. As of June 30, 2016, the Company had 6,280,000 pre-split shares issued and outstanding, or 58,090,000 shares when adjusted for the stock split on March 24, 2017. In accordance with the Merger Agreement, the Company issued an additional 2,351,355 new, pre-split shares of common stock to the 6,280,000 shares that were already outstanding. The Company also issued 324,327 new, pre-split shares of Series A Preferred Stock. In addition, the Company accepted subscriptions in a private placement offering of 476,092 new pre-split shares of the Company’s common stock in the amount of $600,000 as well as 27,027 new pre-split shares of the Company’s Series B Convertible Preferred Stock in the amount of $250,000. In addition, 5,000,000 pre-split shares of common stock were retired in accordance with the Merger Agreement. On March 24, 2017, the Company effected a forward split such that 9.25 shares of Common Stock were issued for every 1 share of Common Stock issued and outstanding immediately prior to the forward split. Immediately following the forward split, there were 38,000,000 shares of post-split common stock, 3,000,000 shares of post-split Series A Preferred Stock, and 250,000 shares of post-split Series B Convertible Preferred Stock outstanding. The par value of all classes of shares remained at $0.001 per share after the forward split. |
Related Party Transactions |
9 Months Ended |
---|---|
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 — Related Party Transactions In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note. Since October 16, 2014 (Inception) through June 30, 2016, the Company’s sole officer and director loaned the Company $3,617 to pay for incorporation costs and operating expenses. As of June 30, 2016, the amount outstanding was $3,617. As a result of the Merger Agreement, the officer forgave and discharged any indebtedness of any kind owed to him by the Company. |
Commitments and Contingencies |
9 Months Ended |
---|---|
Mar. 31, 2017 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 5 — Commitments and Contingencies To the best of the Company’s knowledge and belief, no legal proceedings of merit are currently pending or threatened against the Company. |
Net Gain or Loss per Share |
9 Months Ended |
---|---|
Mar. 31, 2017 | |
Net Gain or Loss per Share [Abstract] | |
Net Gain or Loss per Share | Note 6 — Net Gain or Loss per Share Basic net loss per share is computed by dividing net income by the weighted-average number of common shares outstanding during the reporting period. Diluted net loss per share is computed similarly to basic net loss per share, except that it includes the potential dilution that could occur if dilutive securities are exercised. Since LB Media, the “predecessor company,” was an LLC, it did not have common shares outstanding prior to the Merger Agreement on March 24, 3017. Accordingly, we have prepared the calculation of Net Gain or Loss per Share using the weighted-average number of common shares of the Company that were outstanding during the three and nine months ended March 31, 2017. There are no dilutive instruments outstanding during the nine months ended March 31, 2017 and 2016. |
Subsequent Events |
9 Months Ended |
---|---|
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 7 — Subsequent Events Management has evaluated all events that occurred after the balance sheet date through the date these financial statements were issued to determine if they must be reported. Management has determined that there are no events subsequent to March 31, 2017 and up to the date of this filing that would require disclosure. |
Description of Business and Summary of Significant Accounting Policies (Policies) |
9 Months Ended |
---|---|
Mar. 31, 2017 | |
Description of Business and Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation As a result of the Merger Agreement, LB Media is considered to be the “accounting acquirer” and, accordingly, is treated as the predecessor company. The condensed consolidated financial statements include the results of operations and financial position of LB Media for all periods, and the results of operations and financial position of Leafbuyer as of and for the eight days ended March 31, 2017. We are currently in the process of having our financial statements audited. The accompanying condensed consolidated balance sheet as of March 31, 2017, has been derived from financial statements that are currently being audited. The accompanying unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements being audited and in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. In the opinion of management, such unaudited information includes all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of this interim information. All intercompany transactions have been eliminated in consolidation. Operating results and cash flows for interim periods are not necessarily indicative of results that can be expected for the entire year. The information included in this report should be read in conjunction with our audited financial statements and notes thereto. |
Fair Value Measurements | Fair Value Measurements The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions) The Company has no assets or liabilities valued at fair value on a recurring basis. |
Revenue Recognition | Revenue Recognition The Company follows the guidance of the Accounting Standards Codification (“ASC”) Topic 605, “Revenue Recognition.” It records revenue when persuasive evidence of an arrangement exists, services have been rendered, the selling price to the customer is fixed or determinable and collectability of the revenue is reasonably assured. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. |
Cash | Cash For purposes of the consolidated statements of cash flows, cash includes demand deposits, time deposits, certificates of deposit and short-term liquid investments with original maturities of three months or less when purchased. The Federal Deposit Insurance Corporation provides coverage for all accounts of up to $250,000. As of March 31, 2017 and June 30, 2016, none of the Company’s cash was in excess of federally insured limits. |
Start-Up Costs | Start-Up Costs In accordance with ASC 720, “Start-up Costs”, the Company expenses all costs incurred in connection with the start-up and organization of the Company. |
Income taxes | Income taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. There are no material uncertain tax positions at March 31, 2017. |
Going Concern | Going Concern The Company’s financial statements been prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The ability to continue as a going concern is dependent upon our generating profitable operations in the future and / or obtaining the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Management believes that actions presently being taken to further implement our business plan and generate additional revenues provide opportunity for the Company to continue as a going concern. While we believe in the viability of our strategy to generate additional revenues and our ability to raise additional funds, there can be no assurances to that effect. We had an accumulated deficit of $726,155 at March 31, 2017, and further losses are anticipated in the development of our business. Accordingly, there is substantial doubt about our ability to continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements The Financial Accounting Standards Board and other entities issued new or modifications to, or interpretations of, existing accounting guidance during 2017. Management has carefully considered the new pronouncements that altered generally accepted accounting principles and does not believe that any other new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term. |
Recapitalization (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Recapitalization [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Pro Forma Effects of the Acquisition on the Results of Operations | The pro forma effects of the acquisition on the results of operations as if the transaction had been completed on July 1, 2017 and 2016, are as follows:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Acquisition on Merger Agreement | The assets and liabilities of the Company on the effective date of the Merger Agreement were as follows:
|
Related Party Transactions (Details) |
Jun. 30, 2016
USD ($)
|
---|---|
Officer and Director [Member] | |
Related Party Transaction [Line Items] | |
Loan amount outstanding | $ 3,617 |
Net Gain or Loss per Share (Details) - shares |
9 Months Ended | |
---|---|---|
Mar. 31, 2017 |
Mar. 31, 2016 |
|
Net Gain or Loss per Share [Abstract] | ||
Dilutive instruments outstanding (in shares) | 0 | 0 |
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