0001140361-17-024022.txt : 20170606 0001140361-17-024022.hdr.sgml : 20170606 20170606172544 ACCESSION NUMBER: 0001140361-17-024022 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20170323 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Changes in Control of Registrant ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170606 DATE AS OF CHANGE: 20170606 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEAFBUYER TECHNOLOGIES, INC. CENTRAL INDEX KEY: 0001643721 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 383944821 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-206745 FILM NUMBER: 17894981 BUSINESS ADDRESS: STREET 1: HUSOVO NAMESTI 7 CITY: OKRES PRAHA - ZAPAD STATE: 2N ZIP: 25301 BUSINESS PHONE: 420228885852 MAIL ADDRESS: STREET 1: HUSOVO NAMESTI 7 CITY: OKRES PRAHA - ZAPAD STATE: 2N ZIP: 25301 FORMER COMPANY: FORMER CONFORMED NAME: AP EVENT INC. DATE OF NAME CHANGE: 20150529 8-K/A 1 form8ka.htm 8-K/A

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

FORM 8-K/A
(Amendment No. 1)

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934

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

Date of Report (Date of earliest event reported): March 23, 2017

LEAFBUYER TECHNOLOGIES, INC.
(formerly known as AP Event, Inc.)
(Exact Name of Registrant as Specified in its Charter)

Nevada
333-206745
38-3944821
(State of Organization)
(Commission File Number)
(I.R.S. Employer Identification No.)

6888 S. Clinton Street, Suite 300, Greenwood Village, CO 80108
(Address of principal executive offices)

Registrant’s telephone number, including area code: (720) 235-0099

Copies to:
Peter Campitiello, Esq.
Kane Kessler, P.C.
666 Third Avenue
New York, New York 10017
Tel: 212-541-6222
Fax: 212-245-3009

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:

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

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

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

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

Explanatory Note: The sole purpose of this Amendment No. 1 to the Current Report on Form 8-K filed on March 29, 2017 is to include the Audited Financial Statements of the LB Media Group, LLC for the period ended December 31, 2016 and December 31, 2015 and the Unaudited Pro Forma Financial Information of LB Media Group, LLC and Leafbuyer Technologies, Inc.
 


ITEM 1.01
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On March 21, 2017, August Petrov, the principal shareholder, President, Chief Executive Officer and Chief Financial Officer of AP Event, Inc. (the “Registrant” or the “Company”) consummated the sale of 5,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) owned by Mr. Petrov to LB Media Group, LLC a Colorado limited liability Company (“LB Media”). The sale of the Shares, which represented approximately eighty percent (80%) of the outstanding common stock of the Company, represented a change in control of the Company.  In connection with the sale, Mr. Petrov resigned as officer and director of the Company and forgave and discharged any indebtedness of any kind owed to him by the Company.

On March 23, 2017, the Registrant consummated an Agreement and Plan of Merger (the “Merger Agreement”) with LB Media, the principal stockholder of the Registrant, and LB Acquisition Corp., a Colorado corporation  a wholly-owned subsidiary of the Registrant (“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 Company’s Common Stock (the “Merger Shares”); and 324,327 pre-split shares of the Company’s Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Shares,” and collectively with the Merger Shares, the “Merger Consideration”). The Series A Shares initially convert at the rate of one vote per share (the “Series A Conversion Rate”) and provides that the Series A Conversion Rate shall be adjusted based upon the number of shares outstanding such that the holders of the Series A Shares would not hold less than, fifty-five percent (55%) of the number of outstanding shares of Common Stock on a fully-diluted basis.  Pursuant to the terms of the Merger Agreement, LB Media agreed to retire 5,000,000 shares of Common Stock of the Company held immediately prior to the Merger.

Simultaneously with the Merger, the Registrant accepted subscriptions in a private placement offering (the “Offering”) of its Common Stock at a purchase prices of $0.12 and $0.15 per share, offered pursuant to Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) for the aggregate offering amount of $600,000.  The Company also accepted a subscription from a single investor in the amount of Two Hundred Fifty Thousand Dollars ($250,000) for 27,027 shares of the Registrant’s Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Shares”) also in accordance with Rule 506 of Regulation D of the Securities Act. The Series B Shares convert, following six months after issuance, into shares of Common Stock at the post-Split rate of sixteen (16) votes per share. The Series B Shares cannot be converted by the investor if such conversion would result in the investor owning more than 4.99% of the outstanding common stock.

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 parties have taken the actions necessary to provide that the Merger is treated as a “tax free exchange” under Section 368 of the Internal Revenue Code of 1986, as amended. The Merger Agreement contains customary representations, warranties and covenants of the Registrant and LB Media for like transactions. The foregoing descriptions of the above referenced agreements do not purport to be complete. For an understanding of their terms and provisions, reference should be made to the Merger Agreement attached as Exhibit 10.1 to this Current Report on Form 8-K. A copy of the press release dated March 29, 2017, announcing the completion of the Merger, is attached to this Form 8-K as Exhibit 99.1 and incorporated herein by reference
 
2

At the effective time of the Merger, our board of directors and officers was reconstituted by the resignation of August Petrov as Chief Financial Officer and Chief Executive Officer, President/Secretary/Treasurer and Director of the Registrant and the appointment of Kurt Rossner as Chairman, Chief Executive Officer and President, Mark Breen as Chief Financial Officer and Director, and Michael Goerner as Treasurer and Director.

On March 24, 2017, the Registrant amended its Articles of Incorporation (the “Amendment”) to (i) change its name to Leafbuyer Technologies, Inc., (ii) to increase the number of its authorized shares of capital stock from 75,000,000 to 160,000,000 shares of which 150,000,000 shares were designated common stock, par value $0.001 per share (the “Common Stock”) and 10,000,000 shares were designated “blank check” preferred stock, par value $0.001 per share (the “Preferred Stock”) and (iii) to effect 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 Amendment (the “Split”).

POST-MERGER BENEFICIAL OWNERSHIP OF THE COMPANY’S COMMON STOCK

The following table provides information, immediately after the Merger, the retirement of 5,000,000 shares of the Registrant’s Common Stock by the Company’s Principal Shareholder, and completion of the Offering, regarding beneficial ownership of our Common Stock by: (i) each person known to us who beneficially owns more than five percent of our common stock; (ii) each of our directors; (iii) each of our executive officers; and (iv) all of our directors and executive officers as a group.

The number of shares beneficially owned is determined under rules promulgated by the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. The shares in the tables does not, however, constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares.
Shareholder (1)
 
Beneficial Ownership
   
Percent of Class (2)
 
Kurt Rossner (3)
   
891,894
     
18.3
%
Mark Breen (3)
   
891,894
     
18.3
%
Michael Goerner (3)
   
891,894
     
18.3
%
All Officers and Directors as a Group (3 persons)
   
2,351,355
     
55
%

(1) The address for all officers, directors and beneficial owners is 6888 S. Clinton Street, Suite 300, Greenwood Village, CO 80112.
(2) Based upon 4,864,865 shares of common stock outstanding as of March 29, 2017.
(3) Includes 108,109 of common stock underlying 108,109 shares of Series A Preferred Stock.
 
3

MANAGEMENT

Immediately following the Merger, the Board of Directors appointed Kurt Rossner as Chairman, Chief Executive Officer and President, Mark Breen as Chief Financial Officer and Director, and Michael Goerner as Treasurer and Director. Upon Closing of the Merger, the directors and officers of the Registrant, are as follows:

Name
Age
Position
     
Kurt Rossner
48
Chairman, Chief Executive Officer, and President
     
Mark Breen
45
Chief Financial Officer, and Director
     
Michael Goerner
48
Treasurer, Chief Technology Officer, Director

Kurt Rossner 48, Co-Founder, Chairman and Chief Executive Officer.  Prior to founding LB Media Group in May 2013, Mr. Rossner started his career with MCI Telecommunications Corporation as a Business Sales Manager in 1993.  Mr. Rossner founded several successful technology companies and was a pioneer in the Internet web hosting industry. He founded one of the largest platforms in the county, selling it to Micron Electronics (NASDAQ: MUEI) in 2000. Mr. Rossner leads the company’s operations and overall strategic direction. He holds a Bachelor of Science Degree in Economics from The Florida State University.

Mark Breen 45, Co-Founder, Director and Chief Financial Officer.  Prior to Co-founding LB Media Group in May 2013, Mr. Breen served in various Sales Executive positions at CBS Corporation from Oct 2010 to October of 2013.  Mr. Breen heads up the Company’s sales and market expansion strategy. He has worked in various sales, operation and management positions within Tribune Broadcasting, Gannett and CBS in both Chicago and Denver over his 20-year career.  Mr. Breen earned a Bachelor of Arts Degree in Broadcasting from Western Illinois University

Michael Goerner 48, Co-Founder, Director and Chief Technology Officer.  Prior to founding LB Media Group in May 2013, Mr. Goerner served as the C.T.O of WHIP Systems from March 2001 to May 2013. Mr. Goerner is responsible for the technology direction of the company and has significant experience with various Internet and IT companies.  Prior thereto and from June 1998 through December 2000 to Mr. Goerner served as the Founder and C.T.O of Indigio Group.  In the early 1990s he was involved in the early-stage development of successful Internet properties in the areas of online mapping, real estate, news media. Mr. Goerner has a Bachelor of Science Degree in Computer Science from Millersville University of Pennsylvania.

ITEM 2.01
COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
                                              
The disclosures in Item 1.01 are hereby incorporated by reference into this Item 2.01.

ITEM 3.02
UNREGISTERED SALES OF EQUITY SECURITIES

The disclosures in Item 1.01 are hereby incorporated by reference into this Item 3.02.

The Company relied on the exemption from federal registration under Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder, based on its belief that the issuance of such securities did not involve a public offering, as there were fewer than 35 “non-accredited” investors, all of whom, either alone or through a purchaser representative, had such knowledge and experience in financial and business matters so that each was capable of evaluating the risks of the investment.

4

ITEM 5.01
CHANGES IN CONTROL OF REGISTRANT.
                                           
The disclosures set forth in Item 1.01 are hereby incorporated by reference into this Item 5.01.
                                                            
ITEM 5.02
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
                                                            
The disclosures set forth in Item 1.01 are hereby incorporated by reference into this Item 5.02.
                                                       
ITEM 9.01.
FINANCIAL STATEMENTS AND EXHIBITS.
Number
 
Description
2.1
 
Agreement and Plan of Merger by and among AP Event, Inc. (the “Company”), LB Media Group, LLC and LB Acquisition Corp.*
3.1
 
Amended and Restated Articles of Incorporation of AP Event, Inc.*
4.1
 
Form of Subscription Agreement*
4.2
 
Certification of Designation of Rights and Preferences to Series A Convertible Preferred Stock*
4.3
 
Certification of Designation of Rights and Preferences to Series B Convertible Preferred Stock*
99.1
 
Press Release, dated March 29, 2017*
 
Audited financial statements of LB Media Group, LLC as of December 31, 2016 and 2015 **
 
Unaudited Pro Forma Financial information of LB Media Group, LLC and Leafbuyer Technologies, Inc. **

*  Filed with the Current Report on Form 8-K filed on March 29, 2017.
**  Filed herewith.

SIGNATURES

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

Date: June 6, 2017
LEAFBUYER TECHNOLOGIES, INC.
   
 
By:
/s/  Kurt Rossner
   
Name: Kurt Rossner
   
Title:   Chief Executive Officer

5
EX-99.2 2 ex99_2.htm EXHIBIT 99.2

EXHIBIT 99.2

LB Media Group, LLC


 Index to Financial Statements
For the Years Ended December 31, 2016 and 2015

Report of Independent Public Accounting Firm
2
   
Financial Statements:
 
   
Balance Sheets
3
   
Statements of Operations
4
   
Statements of Changes in Members’ Deficit
5
   
Statements of Cash Flows
6
   
Notes to Financial Statements
7
 


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Members of LB Media Group, LLC:

We have audited the accompanying balance sheets of LB Media Group, LLC (“the Company”) as of December 31, 2016 and 2015 and the related statements of operations, changes in members’ equity (deficit), and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used, and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of LB Media Group, LLC, as of December 31, 2016 and 2015, and the results of its operations and its cash flows for the years then ended, in conformity with generally accepted accounting principles in the United States of America.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the Company's internal control over financial reporting. Accordingly, we express no such opinion.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ B F Borgers CPA PC
B F Borgers CPA PC
Denver, CO
June 5, 2017
 
Page 2

LB Media Group, LLC
Balance Sheets
December 31, 2016 and 2015

   
December 31, 2016
   
December 31, 2015
 
Assets
           
             
Current Assets
           
Cash and Cash equivalents
 
$
63,011
   
$
22,714
 
Prepaid expenses
   
14,915
     
8,757
 
Total Current Assets
   
77,926
     
31,471
 
                 
Total Assets
 
$
77,926
   
$
31,471
 
                 
                 
Liabilities & Members' Deficit
               
                 
Current Liabilities:
               
Accounts payable
 
$
45,129
   
$
3,535
 
Accrued liabilities
   
8,698
     
4,364
 
Deferred revenue
   
41,899
     
35,736
 
Total Current Liabilities
   
95,726
     
43,635
 
                 
Members' Deficit
               
Members' deficit
   
(17,800
)
   
(12,164
)
                 
Total Liabilities & Members' Deficit
 
$
77,926
   
$
31,471
 

The accompanying notes are an integral part of these financial statements.
 
Page 3

LB Media Group, LLC
Statements of Operations
Years Ended December 31, 2016 and 2015

   
For the Year Ended December 31,
 
             
   
2016
   
2015
 
             
Sales revenue
 
$
704,832
   
$
491,312
 
Cost of revenue
   
--
     
--
 
Gross Profit
   
704,832
     
491,312
 
                 
Operating Expenses
               
Information technology
   
44,195
     
44,734
 
Personnel
   
399,205
     
227,452
 
Advertising
   
114,065
     
63,435
 
General & administrative
   
136,141
     
133,655
 
Total Operating Expenses
   
693,606
     
469,276
 
                 
Income from Operations
   
11,226
     
22,036
 
                 
Other Income (Expense)
               
Other
   
1,438
     
--
 
Other Income (Expense), net
   
1,438
     
--
 
                 
Net Income
 
$
12,664
   
$
22,036
 

The accompanying notes are an integral part of these financial statements.
 
Page 4

LB Media Group, LLC
Statements of Changes in Members’ Deficit
Years Ended December 31, 2016 and 2015

   
Members' Deficit
 
       
Balance at January 1, 2015
 
$
(14,196
)
         
Net income for the year ended December 31, 2015
   
22,036
 
         
Distributions
   
(20,004
)
         
Balance at December 31, 2015
   
(12,164
)
         
Net income for the year ended December 31, 2016
   
12,664
 
         
Distributions
   
(18,300
)
         
Balance at December 31, 2016
 
$
(17,800
)

The accompanying notes are an integral part of these financial statements.
 
Page 5

LB Media Group, LLC
Statements of Cash Flows
Years Ended December 31, 2016 and 2015

   
For the Year Ended December 31,
 
       
   
2016
   
2015
 
             
Cash Flow from Operating Activities
           
Net income
 
$
12,664
   
$
22,036
 
Adjustments to reconcile net income to net cash from operating activities:
               
Change in Operating Assets and Liabilities:
               
Prepaid expenses
   
(6,158
)
   
(3,306
)
Accrued liabilities
   
5,156
     
(295
)
Deferred revenue
   
6,163
     
(18,104
)
Accounts payable
   
40,773
     
(8,953
)
Net Cash provided by (used in) Operating Activities
   
58,598
     
(8,622
)
                 
Cash Flow used for Financing Activities
               
Distributions
   
(18,301
)
   
(16,732
)
Net Cash used in Financing Activities
   
(18,301
)
   
(16,732
)
                 
Net (Decrease)/Increase in Cash
   
40,297
     
(25,354
)
Cash at Beginning of the Year
   
22,714
     
48,068
 
Cash at End of the Year
 
$
63,011
   
$
22,714
 
                 
Supplemental Disclosures:
               
Interest Paid
 
$
--
   
$
--
 
Income Taxes Paid
 
$
--
   
$
--
 

The accompanying notes are an integral part of these financial statements.
 
Page 6


LB Media Group, LLC
Notes to Financial Statements

1. Organization & Nature of Operations

Description of Business – LB Media Group, LLC is 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.
 
LB Media was founded in 2012 by a group of technology and industry veterans and provides online resources for cannabis deals and specials. Headquarters is located at 6888 South Clinton Street, Suite 300, Greenwood Village, CO 80112. Our telephone number is (720) 235-0099, and our website is www.leafbuyer.com.

2. Summary of Significant Accounting Policies

Basis of Preparation – The financial statements are presented in United States dollars, and are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements in conformity with GAAP requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company’s accounting policies. Specifically, the preparation of these financial statements requires management to make estimates, judgments, and assumptions that affect reported amounts of assets, liabilities, revenues, and expenses. We continually evaluate the accounting policies and estimates used to prepare the financial statements. The estimates are based on historical experience and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ, however, from these estimates made by management.

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.
 


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 December 31, 2016 and 2015, none of the Company’s cash was in excess of federally insured limits.

Accounts Receivable

Accounts receivable represent normal trade obligations from customers that are subject to normal trade collection terms, without discounts or rebates. If collection is expected in one year or less they are classified as current assets. If not, they are presented as non-current assets. Accounts receivable are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method, less provision for impairment. Notwithstanding these collections, the Company periodically evaluates the collectability of accounts receivable and considers the need to establish an allowance for doubtful debts based upon historical collection experience and specifically identifiable information about its customers. As of December 31, 2016 and 2015, the Company determined that no such allowance was necessary.

Prepaid Expenses

Prepayments made for services are deferred as an asset and recognized as expense as the services are performed.

Property and Equipment

Property and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset's carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company, and the cost of the item can be measured reliably. Subsequent to recognition, property and equipment is measured at cost less accumulated depreciation and impairment losses.
 
Accounts Payable

Accounts payable are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.

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. No costs are recorded to cost of sales as we are unable to directly allocate any costs of our revenue. No costs are recorded to cost of sales as we are unable to directly allocate any costs of our revenue.  Deferred revenue represents amounts billed or collected in accordance with contractual terms in advance of when the work is performed. The deferred revenue balance represents the amount the Company estimates will be earned as revenue during the next fiscal year.

Operating Expenses

Expenses necessary to generate revenue are expensed in the period incurred. Commission expense is recognized at the time revenue is earned on product sales, and is based upon a defined fee for each product sold.

Income Taxes

Because the Company was established as a limited liability company, it is treated as a partnership for Federal income tax purposes where all such tax obligations flow through to the owners of the Company during the period in which income taxes were incurred.

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.
 


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.

3. Critical Accounting Estimates and Judgments

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year include:

Contingent Liabilities - The Company is required to make judgments about contingent liabilities including the probability of pending and potential future litigation outcomes that, by their nature, are dependent on future events that are inherently uncertain. In making its determination of possible scenarios, management considers the evaluation of outside counsel knowledgeable about each matter, as well as known outcomes in case law.

4. Financial Risk Management Objectives and Policies

The Company has a system of controls in place to create an acceptable balance between the cost of risks occurring and the cost of managing the risk. Management continually monitors the Company's risk management process to ensure that an appropriate balance between risk and control is achieved. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities. The Company reviews and agrees policies and procedures for the management of these risks.

The Company is exposed to financial risks arising from its operations and the use of financial instruments. The key financial risks include market risk, credit risk, and liquidity risk. The following section provides details regarding the Company's exposure to these risks and the objectives, policies and processes for the management of these risks.

Market Risk - Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices, will affect the Company's income or the value of its holdings of financial instruments. Management believes the Company is not exposed to significant market risk at December 31, 2016 or December 31, 5

Credit Risk - Credit risk is the risk of loss that may arise on outstanding financial instruments should a counterparty default on its obligations. Credit risk arising from the inability of a customer to meet the terms of the Company's financial instrument contracts is generally limited to the amounts, if any, by which the customer's obligations exceed the obligations of the Company. The Company's exposure to credit risk arises primarily from its cash & cash equivalents and its accounts receivable for which the Company minimizes credit risk by dealing with reputable counterparties with high credit ratings and no history of default.

Liquidity Risk - Liquidity risk is the risk that the Company will encounter difficulty in meeting financial obligations due to shortage of funds. The Company's exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities. The Company's liquidity risk management policy is to monitor its net operating cash flows and maintain an adequate level of cash and cash equivalents through regular review of its working capital requirements. The Company monitors and maintains a level of cash considered adequate by management to finance the Company's operations and mitigate the effects of the fluctuations in cash flows.
 


5. 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.

6. Commitments and Contingencies

The Company is subject to legal claims that may arise in the normal course of business. However, management is unaware of any pending or threatened claims that would require adjustment or disclosure to the accompanying financial statements.

Future minimum rental payments required under all leases that have remaining non-cancelable lease terms in excess of one year as of December 31, 2016 are as follows:

2017
 
$
30,254
 
2018
   
31,363
 
2019
   
--
 
2020
   
--
 
2021
   
--
 
Thereafter
   
--
 
   
$
61,617
 

7. Subsequent Events

On March 23, 2017, AP Event, Inc. (“AP”), a publicly traded company, entered into a Merger Agreement (the “Agreement”), whereby upon closing, AP would acquire a 100% interest in the Company in exchange for: cash in the amount of Six Hundred Thousand Dollars ($600,000); 2,351,355 newly-issued, pre-split shares of AP’s Common Stock (the “Merger Shares”); and 324,327 pre-split shares of AP’s Series A Convertible Preferred Stock, par value $0.001 per share. Simultaneously with the Merger, AP accepted subscriptions in a private placement offering of its Common Stock for the aggregate offering amount of $600,000. On March 24, 2017, AP changed its name to Leafbuyer Technologies, Inc. to more accurately reflect the nature of the continuing business.
 
 

EX-99.3 3 ex99_3.htm EXHIBIT 99.3

Exhibit 99.3

LEAFBUYER TECHNOLOGIES, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

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.

The pro forma financial statements as of December 31, 2016, for the six months ended December 31, 2016, and for the year ended June 30, 2016, have been prepared based on certain pro forma adjustments to our historical financial statements set forth in the Annual Report of the Registrant on Form 10-K for the year ended June 30, 2016, and our Quarterly Report on Form 10-Q for the quarter ended December 31, 2016, as filed with the Securities and Exchange Commission, and are qualified in their entirety by reference to such historical financial statements and related notes contained in those reports.  The historical financial statements for LB Media Group, LLC were derived from audited financial statements for the year ended December 31, 2016, included as Exhibit 99.2 to this Current Report on Form 8-K.  The unaudited pro forma condensed combined financial statements should be read in conjunction with the accompanying notes and with the historical consolidated financial statements and related notes thereto.

The unaudited pro forma condensed combined balance sheet has been prepared as if the transaction had occurred as of December 31, 2016.  The unaudited pro forma condensed combined statements of operations have been prepared as if this transaction had occurred on July 1, 2015.

These unaudited pro forma condensed combined financial statements are presented for illustrative purposes only.  Such information is not necessarily indicative of the operating results or financial position that would have occurred had the acquisition been completed at the dates indicated or what would be any future periods.



LEAFBUYER TECHNOLOGIES, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
December 31, 2016

   
Leafbuyer
Technologies
   
LB Media
Group
LLC (a)
   
Pro Forma
Adjustments
   
Leafbuyer
Technologies
Pro Forma
 
Assets
                       
Current assets:
                       
Cash and cash equivalents
 
$
11,798
   
$
63,011
   
$
--
   
$
74,809
 
Prepaid expenses
   
--
     
14,915
     
--
     
14,915
 
Total current assets
   
11,798
     
77,926
     
--
     
89,724
 
                                 
Non-current assets:
                               
Property and equipment
   
1,491
     
--
     
--
     
1,491
 
                                 
Total assets
 
$
13,289
   
$
77,926
   
$
--
   
$
91,215
 
                                 
Liabilities and Equity
                               
Current liabilities:
                               
Accounts payable
 
$
--
   
$
45,129
   
$
--
   
$
45,129
 
Accrued liabilities
   
--
     
8,698
     
--
     
8,698
 
Deferred revenue
   
--
     
41,899
     
--
     
41,899
 
Notes payable
   
3,617
     
--
     
--
     
3,617
 
Total current liabilities
   
3,617
     
95,726
     
--
     
99,343
 
                                 
Equity:
                               
Common Stock
   
6,280
     
--
     
(2,172
) (b)
   
4,108
 
Preferred Stock
   
--
     
--
     
351
  (b)
   
351
 
Additional paid in capital
   
24,320
     
--
     
851,821
  (b)
   
851,821
 
                     
(24,320
) (b)
       
Accumulated deficit
   
(20,928
)
   
--
     
20,928
  (b)
   
(864,408
)
                     
(864,408
) (b)
       
Members’ deficit
   
--
     
(17,800
)
   
17,800
  (b)
   
--
 
Total equity
   
9,672
     
(17,800
)
   
--
     
(8,128
)
                                 
Total liabilities and equity
 
$
13,289
   
$
77,926
   
$
--
   
$
91,215
 


See accompanying notes to unaudited pro forma condensed combined financial statements.



LEAFBUYER TECHNOLOGIES, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
Six months ended December 31, 2016

   
Leafbuyer
Technologies
   
LB Media
Group
LLC (a)
   
Pro Forma
Adjustments
   
Leafbuyer
Technologies
Pro Forma
 
Revenue
 
$
--
   
$
483,654
   
$
--
   
$
483,654
 
Cost of revenue
   
--
     
--
     
--
     
--
 
Gross profit
   
--
     
483,654
     
--
     
483,654
 
                                 
Operating expenses:
                               
Personnel
   
--
     
240,155
     
--
     
240,155
 
Advertising
   
--
     
70,429
     
--
     
70,429
 
Information technology
   
--
     
35,257
     
--
     
35,257
 
General and administrative
   
6,256
     
65,754
     
--
     
72,010
 
Total operating expenses
   
6,256
     
411,595
     
--
     
417,851
 
                                 
Gain (loss) from operations
   
(6,256
)
   
72,059
     
--
     
65,803
 
                                 
Other income (expense)
   
--
     
1,438
     
--
     
1,438
 
                                 
Net income (loss)
 
$
(6,256
)
 
$
73,497
   
$
--
   
$
67,241
 
                                 
Net income (loss) per share
                               
Basic and diluted
 
$
(0.00
)
                 
$
0.00
 
                                 
Shares outstanding
                               
Basic and diluted
   
58,090,000
                     
38,000,000
 


See accompanying notes to unaudited pro forma condensed combined financial statements.


LEAFBUYER TECHNOLOGIES, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
Year ended June 30, 2016

   
Leafbuyer
Technologies
   
LB Media
Group
LLC (a)
   
Pro Forma
Adjustments
   
Leafbuyer
Technologies
Pro Forma
 
Revenue
 
$
8,500
   
$
552,924
   
$
--
   
$
561,424
 
Cost of revenue
   
--
     
--
     
--
     
--
 
Gross profit
   
8,500
     
552,924
     
--
     
561,424
 
                                 
Operating expenses:
                               
Personnel
   
--
     
273,237
     
--
     
273,237
 
Advertising
   
--
     
64,255
     
--
     
64,255
 
Information technology
   
--
     
43,796
     
--
     
43,796
 
General and administrative
   
18,565
     
126,949
     
--
     
145,514
 
Total operating expenses
   
18,565
     
508,237
     
--
     
526,802
 
                                 
Gain (loss) from operations
   
(10,065
)
   
44,687
     
--
     
34,622
 
                                 
Other income (expense)
   
--
     
--
     
--
     
--
 
                                 
Net income (loss)
 
$
(10,065
)
 
$
44,687
   
$
--
   
$
34,622
 
                                 
Net income (loss per share)
                               
Basic and diluted
 
$
(0.00
)
                 
$
0.00
 
                                 
Shares outstanding
                               
Basic and diluted
   
50,814,178
                     
38,000,000
 


See accompanying notes to unaudited pro forma condensed combined financial statements.


Note 1.  Basis of Presentation
 
The historical financial information is derived from our historical financial statements and the historical financial statements of LB Media Group, LLC.  The pro forma adjustments have been prepared as if the transaction occurred on December 31, 2016, for the balance sheet, and on July 1, 2015, for the statements of operations.
 
The pro forma combined financial statements reflect the following  the acquisition of 100% of the member interest in LB Media Group, LLC in exchange for: cash in the amount of Six Hundred Thousand Dollars ($600,000); 2,351,355 newly-issued, pre-split Merger Shares; and 324,327 pre-split Series A Shares.
 
Note 2.  Pro Forma Adjustments and Assumptions
 
(a)
Reflects 100% of the assets, liabilities, income and expenses of LB Media Group, LLC.
 
(b)
Reflects 1) 2,351,355 newly-issued, pre-split Merger Shares; and 324,327 pre-split Series A Shares; 2 ) the retirement of 5,000,000 pre-split shares of Common Stock of the Registrant held immediately prior to the Merger; 3) the sale 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 Series B Shares in the amount of $250,000 prior to the closing of the Merger Agreement; and 4) removing the Registrants’ accumulated deficit  and adjusting equity for the recapitalization.


Note 3.  Net Income Per Share
 
The following table illustrates our calculation of pro forma net income per share:

   
Six months ended
December 31, 2016
   
Year ended
June 30, 2016
 
Pro forma net income
 
$
67,241
   
$
34,622
 
                 
Weighted-average shares outstanding:
               
Pro forma shares
   
38,000,000
     
38,000,000
 
                 
Net income per share
               
Basic and diluted
 
$
0.00
   
$
0.00
 


 
 

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