10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended December 31, 2021

or

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

For the transition period from ______________ to ______________

Commission file number: 333-206745

LEAFBUYER TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Nevada	38-3944821
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

6888 S. Clinton Street, Suite 300, Greenwood Village, CO 80112

(Address of principal executive offices, including zip code)

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

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

Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

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

Indicate by check mark whether the Company is a larger accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

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

The number of shares of outstanding of the Registrant’s Common Stock as of February 11, 2022 was 91,838,230

Table of Contents

PART I – FINANCIAL INFORMATION
Item 1.	Interim Condensed Consolidated Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	23
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults Upon Senior Securities	24
Item 4.	Mine Safety Disclosures	24
Item 5.	Other Information	24
Item 6.	Exhibits	25
	SIGNATURES	26

2

PART I – FINANCIAL INFORMATION

Item 1. Interim Condensed Consolidated Financial Statements 

The unaudited interim condensed consolidated financial statements of Leafbuyer Technologies, Inc. (“we”, “our”, “us”, the “Company”) follow. All currency references in this report are to US dollars unless otherwise noted.

PART I. Financial Information

Item 1. Financial Statements 

LEAFBUYER TECHNOLOGIES INC.
UNAUDITED CONDENSED CONSOLDIATED BALANCE SHEETS
	December 31, 2021			June 30, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	452,251		$	684,639
Accounts receivable (net of allowance for doubtful accounts of $7,452and $14,037, respectively,)		55,170			31,474
Prepaid expenses and other current assets		18,327			14,152
Total current assets		525,748			730,265
Noncurrent assets:
Fixed assets and intangible assets, net		2,311,702			2,673,924
Total assets	$	2,837,450		$	3,404,189
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	339,851		$	213,465
Accrued liabilities		1,002,933			958,451
Deferred revenue		70,059			67,276
Debt, related party (Note 9)		325,000			325,000
Debt		1,404,802			1,404,802
Derivative liability		-			6,601,339
Total current liabilities		3,142,645			9,570,333
Debt, net of current portion		500,000			1,057,977
Total liabilities		3,642,645			10,628,310
Commitments and contingencies (Note 6)		-			-
Stockholders’ Equity (Deficit):
Convertible Preferred Stock, $0.001 par value; 10,000,000 shares authorized
Convertible Preferred Stock Series A, $0.001 par value; 324,325 designated; 324,325 and 324,325 shares issued and outstanding at December 31, 2021 and June 30, 2021, respectively		324			324
Convertible Preferred Stock, $0.001 par value; 10,000,000 shares authorized Convertible Preferred Stock Series B, $0.001 par value; 27,027 designated;7,568 and 7,568 shares issued and outstanding at December 31, 2021 and June 30, 2021, respectively		8			8
Common stock, $0.001 par value;700,000,000 shares authorized; 91,530,085 shares issued and outstanding at December 31, 2021 and 81,772,802 shares issued and outstanding at June 30, 2021		91,529			89,318
Additional paid in capital		22,323,998			17,492,411
Accumulated deficit		(23,221,054	)		(24,806,182	)
Total stockholders’ equity (deficit)		(805,195	)		(7,224,121	)
Total liabilities and stockholders’ equity (deficit)	$	2,837,450		$	3,404,189

See accompanying notes to condensed consolidated financial statements.

3

LEAFBUYER TECHNOLOGIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended December 31,						Six Months Ended December 31,
	2021			2020			2021			2020
				(Restated)						(Restated)
Sales revenue	$	923,829		$	602,787		$	1,775,522		$	1,255,510
Cost of sales		662,059			487,041			1,292,594			943,946
Gross profit		261,770			115,746			482,928			311,564
Operating expenses:
Selling expenses		210,885			230,852			442,390			495,696
General and administrative		150,078			149,527			298,243			379,703
Personnel expenses		204,152			101,387			435,904			444,317
Stock based compensation expense		185,560			101,591			383,388			184,522
Total operating expenses		750,675			583,357			1,559,925			1,504,238
Loss from operations		(488,905	)		(467,611	)		(1,076,997	)		(1,192,674	)
Interest expense		(46,650	)		(73,260	)		(104,321	)		(215,231	)
Unrealized gain(loss) on Derivative		(838,303	)		(3,714,877	)		2,208,469			(2,792,563	)
Other Income								557,977			-
Net loss	$	(1,373,858	)	$	(4,255,748	)	$	1,585,128		$	(4,200,468	)
Net loss per common share:
Basic	$	(0.01	)	$	(0.05	)	$	0.02		$	(0.05	)
Fully Diluted	$			$			$	0.01		$	(0.02	)
Weighted average common shares outstanding:
Basic		90,511,052			82,072,299			90,835,517			82,072,299
Fully Diluted								255,041,108			248,966,302

See accompanying notes to condensed consolidated financial statements

4

LEAFBUYER TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

	Preferred Stock A				Preferred Stock B				Common Stock
	Shares		Amount		Shares		Amount		Shares		Amount		APIC		Acc Deficit			Total
Balance, June 30, 2021		324,325	$	324		7,567	$	8		89,318,160	$	89,318	$	17,492,411	$	(24,806,182	)	$	(7,224,121	)
Stock based compensation		-		-		-		-		-		-		264,628		-			264,628
Issuance of common stock for vendor payments		-		-		-		-		814,790		814		56,727		-			57,541
Cancellation of Bifurcated Derivative PS A														4,392,870					4,392,870
Issuance of common stock as employee compensation		-		-		-		-		1,397,135		1,397		117,363		-			118,760
Net gain		-		-		-		-		-		-		-		1,585,128			1,585,129
Balance, December 31, 2021		324,325	$	324		7,567	$	8		91,530,085	$	91,529	$	22,323,998	$	(23,221,054	)	$	(805,195	)

	Preferred Stock A				Preferred Stock B				Common Stock
	Shares		Amount		Shares		Amount		Shares		Amount		APIC		Acc Deficit			Total
Balance, June 30, 2020 (RESTATED)		324,325	$	324		7,567	$	8		81,772,802	$	81,773	$	16,471,549	$	(19,776,802	)	$	(3,223,148	)
Stock based compensation		-		-		-		-		-		-		87,560		-			87,560
Issuance of common stock for vendor payments		-		-		-		-		1,029,505		1,030		70,950		-			71,980
Issuance of common stock as employee compensation		-		-		-		-		1,124,832		1,124		95,838		-			96,962
Net loss		-		-		-		-		-		-		-		(4,200,468	)		(4,200,468	)
Balance, December 31, 2020 (RESTATED)		324,325	$	324		7,567	$	8		83,927,139	$	83,927	$	16,725,897	$	(23,977,270	)	$	(7,167,114	)

See accompanying notes to condensed consolidated financial statements.

5

LEAFBUYER TECHNOLOGIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
	Six months Ended December 31,
	2021			2020
Cash flows from operating activities:				(RESTATED)
Net Income	$	1,585,128		$	(4,200,468	)
Adjustments to reconcile net income to net cash used in operating activities:
Stock based compensation		388,388			256,502
Amortization of note payable discount		-			65,638
Loss (gain) on derivative liability		(2,208,469	)		2,792,563
Forgiveness of PPP loan		(557,977	)		-
Depreciation and amortization		362,222			362,223
Changes in assets and liabilities:
Accounts receivable		(23,696	)		(5,931	)
Prepaid expenses and other		(4,175	)		27,400
Accounts payable		126,386			(276,905	)
Accrued liabilities		47,265			347,000
Net cash used in operating activities		(232,388	)		(640,739	)
Cash flows from investing activities:
Net cash used in investing activities		-			-
Cash flows from financing activities:
Net cash provided by financing activities		-			-
Net change in cash and cash equivalents		(232,388	)		(640,739	)
Cash and cash equivalents, beginning of period		684,639			1,309,912
Cash and cash equivalents, end of period	$	452,251		$	669,173
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-
Supplemental information for non-cash investing and financing activities:
Issuance of common stock for vendor payments	$	57,540		$	71,980

See accompanying notes to condensed consolidated financial statements.

6

LEAFBUYER TECHNOLOGIES INC.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 1 — Description of Business

Description of Business

The Company 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.

Our subsidiary, LB Media Group, LLC has evolved and grown as a listing website to a comprehensive marketing technology platform. Our clients, medical and recreational dispensaries in legalized cannabis states, along with cannabis product companies subscribe to our technology platform to assist in new customer acquisition and provide retention tools that include texting/loyalty and order ahead technology.

Basis of Presentation

The accompanying condensed consolidated balance sheet as of June 30, 2021, has been derived from audited financial statements. 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 Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. The information included in this report should be read in conjunction with our audited financial statements and notes thereto.

Going Concern

As of December 31, 2021, we had $452,251 in cash and cash equivalents and a working capital deficit of $2,616,897. We are dependent on funds raised through equity financing. Our cumulative net loss of $23,221,054 was funded by debt and equity financing and we reported a net loss from operations of $1,585,128 for the six months ended December 31, 2021. Accordingly, there is substantial doubt about our ability to continue as a going concern within one year after the date the financial statements are issued.

Our 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 of expansion of products, geographical locations we sell our services and deeper market penetration will generate additional revenues and eventually positive cash flow and 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.

7

Error Correction

Series A & B Shares Outstanding

The Company’s annual financial statements ended June 30, 2020 contained three errors related to the Preferred Stock issued in connection with the March 23, 2017 Merger Agreement.

In accordance with the Merger Agreement, the Company issued 324,327 new pre-split shares of Series A Convertible Preferred Stock and accepted subscriptions in a private placement offering of 27,027 new pre-split shares of the Company’s Series B Convertible Preferred Stock, of which each share of Series B Convertible Preferred Stock is convertible into 16 Common Shares at any time, in the amount of $250,000. All shares issued in accordance with the Merger Agreement are considered to be outstanding beginning January 1, 2015 as these shares relate to the change in capital structure.

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. The Company incorrectly stated that immediately following the forward split, 3,000,000 shares of post-split Series A Convertible 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. All references to shares from that point forward were referred to as post-split shares.

This presentation was incorrect because in connection with stock splits by the Company, the certificate of designation for each of the Series A Convertible Preferred Stock and the Series B Convertible Preferred Stock provide for an adjustment to the common stock underlying such shares and not the shares of preferred stock. Therefore, the September 30, 2020 Consolidated Statement of Equity and Footnote 4 have been changed to reflect 324,325 shares of Series A issued and outstanding and 7,567 shares of Series B Convertible Preferred Stock issued and outstanding after the conversion of 19,459 shares in January and June of 2018 and June 30, 2019.

Therefore, the Consolidated Balance Sheet, Consolidated Statement of Equity and Footnote 4 have been changed to reflect the Number of shares of Series A and Series B preferred stock and the par value of those shares.

Balance Sheet – December 31, 2020  

	As Computed - Restated		As Reported		Effect of Change
Convertible Preferred Stock Series A - Value	$	324	$	3,000	$	(2,676	)
Convertible Preferred Stock Series B - Value	$	8	$	1,120	$	(1,112	)
Additional Paid in Capital	$	16,725,897	$	16,722,110	$	3,788
Convertible Preferred Stock Series A - Shares		324,325		3,000,000		(2,675,675	)
Convertible Preferred Stock Series B - Shares		7,567		1,120,000		(1,112,433	)

Series A convertible feature not accounted properly

The Series A Preferred Shares are convertible into a number of shares of Common Stock so that the holders of Series A Convertible Preferred Stock would hold 55% of the number of outstanding shares of Common Stock on a fully diluted basis after giving effect to such conversion. The Series A Convertible Preferred Stock vote on an “as-converted” basis.

The Company has determined that the Series A Preferred Stock conversion provisions meet the accounting requirements of FASB ASC 815 which requires a bifurcation of an embedded conversion feature and classification of the derivative as a liability on the balance sheet at the end of each reporting period. The fair value of the derivative liability is estimated each period as a Level 3 – Significant Unobservable Inputs based upon the numbers of common shares stock at an estimated conversion price.

8

The following table represents the value of the derivative and number of shares of common stock issuable for the holders to obtain 55% of the number of outstanding shares of common stock:

Balance Sheet – December 31, 2020  

	As Computed - Restated			As Reported		Effect of Change
Derivative liability	$	6,601,339		$	-	$	6,601,339
Total current liabilities	$	9,570,333		$	3,383,426	$	6,601,339
Total liabilities	$	10,628,310		$	4,485,904	$	6,601,339
Accumulated deficit	$	24,806,182		$	17,409,029	$	6,601,339
Total equity (deficit)	$	(7,224,121	)	$	3,887,031	$	(6,601,339	)

Income Statement – December 31, 2020 

	As Computed - Restated			As Reported			Effect of Change
Unrealized gain(loss) on derivative	$	(2,792,563	)	$	-		$	(2,792,563	)
Other income/ (expense)	$	(3,007,794	)	$	(215,231	)	$	(2,792,563	)
Net (loss) income	$	(4,200,468	)	$	(1,407,905	)	$	(2,792,563	)
Earnings (loss) per share - Basic	$	(0.05	)	$	(0.02	)	$	(0.03	)
Earnings (loss) per share – Fully Diluted	$	(0.02	)	$	(0.02	)	$	-

Statement of Cash Flow – December 31, 2020

	As Computed - Restated			As Reported			Effect of Change
Net (loss) income	$	(4,200,468	)	$	(1,407,905	)	$	(2,792,563	)
Loss (gain) on derivative liability	$	2,792,563		$	-		$	2,792,563

Statement of Equity –December 31,2020

	As Computed - Restated			As Reported			Effect of Change
December 31, 2020 – Accumulated Deficit	$	(23,977,270	)	$	(17,409,029	)	$	(6,568,241	)

Fully Diluted shares exceed Authorized Shares

The Company has determined that as of December 31, 2020 the Series A Preferred stock would be convertible into 111,821,225 shares of common stock which would result in 242,856,839 shares of fully diluted common shares. The Company had authorized to issue 150,000,000 shares as of December 31, 2020. This exceeded the authorized and outstanding shares by 92,856,839 shares and therefore in accordance with ASR 268 the Company needs to present the Series A Convertible Preferred Stock separate from Stockholders Equity on the Balance Sheet and in the footnote disclosure. The Company has elected to not to present the Series A Convertible Preferred Stock separate as a mezzanine equity in accordance with ASR 268 because in October 2021 the Series A 55% feature no longer existed and this classification would be temporary and moved backed to permanent equity.

9

Note 2 — Summary of Significant Accounting Policies

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, LB Media. All significant inter-company transactions and balances have been eliminated in consolidation.

For a detailed discussion about the Company’s significant accounting policies, refer to Note 2 — “Summary of Significant Accounting Policies,” in the Company’s consolidated financial statements included in the Company’s June 30, 2021 Form 10-K. During the three months ended December 31, 2021, there were no significant changes made to the Company’s significant accounting policies

Use of Estimates

Management uses estimates and assumptions in preparing these condensed consolidated financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Examples of estimates include loss contingencies; useful lives of our tangible and intangible assets; allowances for doubtful accounts; and stock-based compensation forfeiture rates. Examples of assumptions include: the elements comprising a software arrangement, including the distinction between upgrades or enhancements and new products; when technological feasibility is achieved for our products; the potential outcome of future tax consequences of events that have been recognized in our financial statements or tax returns. Actual results could differ from those estimates.

Reclassifications

Certain prior period amounts have been reclassified to conform with the current period presentation.

Earnings (Loss) per Share

Basic loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the reporting period. Diluted loss per share is computed similarly to basic loss per share, except that it includes the potential dilution that could occur if dilutive securities are exercised. Dilutive instruments had no effect on the calculation of earnings or loss per share during the period ended December 31, 2021. For the period ended December 31, 2020 warrants of 29,119,898, stock options vested as of the end of the period of1,998,444and Convertible Debt into 14,879,132shares were added to the weighted-average number of common shares outstanding.

Recently Issued Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326), which introduces new guidance for the accounting for credit losses on instruments within its scope. The new guidance introduces an approach based on expected losses to estimate credit losses on certain types of financial instruments. It also modifies the impairment model for available-for-sale (AFS) debt securities and provides for a simplified accounting model for purchased financial assets with credit deterioration since their origination. The pronouncement will be effective for public business entities that are SEC filers in fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The effect of the adoption of this pronouncement to the Company was immaterial.

In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s own Equity (Subtopic 815-40). ASU 2020-06 requires entities to provide expanded disclosures about the terms and features of convertible instruments and reduces the number of accounting models for convertible instruments and allows more contracts to qualify for equity classification. The pronouncement will be effective for public business entities that are SEC filers in fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted but no earlier than fiscal years beginning December 15, 2020.

No other recent accounting pronouncements were issued by FASB and the SEC that are believed by management to have a material impact on the Company’s present or future condensed consolidated financial statements.

10

Note 3 — Fixed Assets and Intangible Assets

Fixed Assets and intangible assets consist of the following 

	December 31, 2021			June 30, 2021
Software platform	$	4,482,225		$	4,482,225
Furniture and fixtures		1,500			1,500
Less accumulated amortization		(2,170,523	)		(1,809,801	)
Property and equipment, net	$	2,311,702		$	2,673,924

On November 6, 2018, the Company acquired a customer facing software (“Loyalty Software”) through a Stock Purchase Agreement, where the Company acquired all the issued and outstanding capital stock of Greenlight Technologies, Inc. (“GTI”) from its shareholders. At the time of the transaction, there were no employees working for GTI, no systems and no assets, other than the Loyalty Software. GTI’s legal entity will be dissolved in the transition and the Loyalty Software will be assumed by the Company. Management determined that the purchase of GTI did not constitute a business purchase and recorded the transaction as a purchase of software. The consideration for the Loyalty Software was 2,916,667shares of common stock and cash of approximately $450,000. Total value of the Loyalty Software was estimated at approximately $3,010,000. The additional consideration for future developments will be evaluated and considered enhancements which will either be capitalized to the software or expensed as research and development costs. During the year ended June 30, 2020 additional Incentive Shares of 366,667for a value of $262,500was issued to shareholders of GTI as final settlement of the 2018 agreement. During the period ended December 31, 2021 there was no software capitalized and for the same period ended 2020.

GTI provides cannabis consumers real-time mobile ordering and loyalty rewards through an internally developed application that integrates with the local dispensary’s point of sale system. The Company plans to fully integrate this technology into the current platform and create an “Ultimate Bundle” of services for the cannabis industry. The current revenues of GTI are minimal, and the Company expects higher sales in the California market as the system is fully integrated.

Amortization expense, recorded as cost of revenue, related to internal use software totaled $362,222during the six months ended December 31, 2021 and for the same period ended 2020 amortization expenses was $362,222. Amortization expense for the next five years is as follows:

2022	$	724,445
2023		724,445
2024		724,445
2025		138,367
Total Unamortized Expense	$	2,311,701

Note 4 — Capital Stock and Equity Transactions

The Company has 700,000,000 shares of common stock authorized with a par value of $0.001 per share as of December 31, 2021. On August 13, 2021 the Company filed Articles of Amendment to Amended and Restated Articles of Incorporation with the State of Nevada increasing the number of common shares from 150,000,000 to 700,000,000.

11

In addition, the Company has 10,000,000 preferred stock authorized with a par value of $0.001 per share as of December 31, 2021.

Effective October 13, 2021, the Company executed and filed with the State of Nevada a Certificate of Designation of Preferred Stock of the Corporation fixing the designations, power, preferences, and rights of the shares. The total of 324,325 shares of preferred stock series A with a par value of $0.001 per share, of the Corporation are herby designated as Series A Super Voting Preferred Stock. These shares are not entitled to receive dividends and shall not be entitled to any liquidation preference. Further the holders shall have no conversion rights and the holders shall have the right to vote in an amount equal to 600 votes per share of Series A Preferred Stock.

The value as of October 13, 2021 for the derivative liability was $4,392,870 which was an increase from September 30, 2020 of $838,303. The difference was recorded as an unrealized loss on the consolidated statement of operations as of December 31, 2021 compared to a loss for this same period in 2020 of $3,714,877. For the period ending December 31, 2021 the derivative liability was treated as a capital contribution and is recorded against additional paid in capital. in accordance with FASB ASC 815.

As of December 31, 2020 the 324,325 shares of Series A Convertible Preferred Stock are convertible into 111,821,225 shares of Common Stock so that the Series A Convertible Stock holders would hold 55% of the number of outstanding shares of Common Stock on a fully diluted basis after giving effect to such conversion as of September 30, 2020. The Series A Convertible Preferred Stock vote on an “as-converted” basis. The Company has recorded a derivative liability in accordance with FASB ASC 815 because of the conversion feature embedded in the Series A Convertible Preferred Stock.

Issuance of Common Stock

During the six months ended December 31, 2021 the Company issued 733,938 shares of Common Stock to employees. These shares were valued at fair market value of $65,514 and expensed in the accompanying Condensed Consolidated Statement of Operations.

During the six months ended December 31, 2021, the Company issued 290,000 shares of Common Stock to vendors for services rendered. These shares were valued at fair market value of $22,300 and expensed in the accompanying Condensed Consolidated Statement of Operations.

During the six months ended December 31, 2020 the Company issued 1,124,832 shares of Common Stock to employees. These shares were valued at fair market value of $96,962 and expensed in the accompanying Condensed Consolidated Statement of Operations.

During the six months ended December 31, 2020, the Company issued 1,019,505 and 10,000 shares of Common Stock respectively to vendors and non-management members of the board of directors for services rendered. These shares were valued at fair market value of $71,980 and expensed in the accompanying Condensed Consolidated Statement of Operations.

Note 5 — Debt

During February 2018, the Company issued a promissory note in favor of an investor of the Company in the amount of $150,000 in exchange for $132,000 cash. The note has an original issue discount of $18,000 that is being amortized to interest expense over the term of the note. The loan maturity date was extended to August 8, 2019, the discount is fully amortized and total unpaid principal and interest is approximately $220,027, accruing at 12% at December 31, 2021, and is payable upon demand.

On September 21, 2018, the Company entered into a promissory note with an investor of the Company with a face value of $440,000 in exchange for $400,000 cash payment (“the Convertible Note”), the discount of the Convertible Note will be amortized over the life of the Convertible Note and have an interest rate of 10%. The Convertible Note has a twelve-month term with no payment required for the initial six months; after six months, the Company will repay the investors interest and principal in six equal installments. The principal and interest of the note is convertible into the Company’s common stock at a purchase price of $0.70 per common share after the six months. If the Company defaults on the Convertible Note, the interest is increased to 12% and at the investors’ option, the principal and interest can be converted into the Company’s common stock at a 20% discount to the then current market. In addition, the Company issued five-year warrants to purchase up to 200,000 common shares of the Company’s common stock at a price of $0.75 per share. The value assigned to the warrants of $125,723 has been fully amortized. The cash for this Convertible Note was received prior to September 30, 2018. As of December 31, 2021, the Convertible Note is payable upon demand and total unpaid principal and interest outstanding is approximately $603,535.

12

On September 21, 2018, the Company entered several promissory notes with various investors of the Company with a face value of $440,000 in exchange for $400,000 cash payment (“the Notes”), the discount of the Notes will be amortized over the life of the Note and have an interest rate of 10%. The Notes have a twelve-month term with no payment required for the initial six months; after six months, the Company will repay the investors interest and principal in six equal installments. The principal and interest of the note is convertible into the Company’s common stock at a purchase price of $0.70 per common share after the six months. If the Company defaults on the Notes, the interest is increased to 12% and at the investors’ option, the principal and interest can be converted into the Company’s common stock at a 20% discount to the then current market price. In addition, the Company issued five-year warrants to purchase up to 200,000 of the Company’s common shares at a price of $0.75 per share. The cash for these Notes was received prior to September 30, 2018. The value assigned to the warrants of $62,862 has been fully amortized. In March 2020, $220,000 of the 2018 Notes have been fully extinguished and the remaining $220,000 is in default and payable upon demand. As of December 31, 2021, the total unpaid principal and interest is approximately $301,768.

During the year ended June 30, 2019, the Company entered into several promissory notes with various investors of the Company with a face value of $960,000 in exchange for a total of $900,000 cash payments. The Notes have a beneficial conversion feature valued at $839,378, which is recorded as a discount. The total discount on the Notes will be amortized over the life of the Notes and recorded as interest expense. The notes have an interest rate of 7% and have an eighteen-month term with no payment required for the initial six months; after six months, the Company will repay the investors interest and principal in twelve equal installments. The principal and interest of the note is convertible into the Company’s common stock at a purchase price of $0.75 per common share at any time after the Original Issue Date. In March 2020, the Company did not make its required principal and interest payment which put the Notes in default. The interest rate increased to 15% and at the investors’ option, the principal and interest can be converted into the Company common stock at a 20% discount to the then current market price. The beneficial ownership value assigned to the conversion feature of $801,741 has been fully amortized. As of March 31, 2020, $533,000 of the 2019 Notes have been fully extinguished as $402,000 of debt repayment and the issuance of common stock valued at $131,000. On January 25, 2021, $300,000 of the 2019 Notes have been fully extinguished with the issuance of 4,000,000 of common stock at a price of $0.075 per share. The remaining principal of $90,125 is in default and payable upon demand. As of December 31, 2021, the total unpaid principal and interest is approximately $322,278.

During the year ended June 30, 2020, the Company entered into a promissory note with a related party (see Note 9) with a face value of $600,000 in exchange for a total of $565,000 cash payments. The total discount of the Note will be amortized over the life of the Note and recorded as interest expense which matured on December 1, 2020. In January 2021, the Company repaid $300,000 of the promissory note balance. The note is in default and due upon demand and the interest rate was increased to 12%. As of December 31, 2021, the total unpaid principal and interest is approximately $367,858.

During the year ended June 30, 2020, the Company entered into a promissory note with a related party (see Note 9) with a face value of $50,000. In January 2021, the Company repaid $25,000 of the promissory note balance. The note is in default and the interest rate increased to 12%. As of December 31, 2021, the total unpaid principal and interest is approximately $30,638.

On April 30, 2020 the Company executed the standard loan documents required for securing a loan (the “EIDL Loan”) from the United States Small Business Administration (the “SBA”) under its Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the Company’s business. The principal amount of the EIDL Loan is $500,000, with proceeds to be used for working capital purposes. Interest on the EIDL Loan accrues at the rate of 3.75% per annum and installment payments, including principal and interest, are due monthly beginning twelve months from the date of the EIDL Loan in the amount of $2,437. The balance of principal and interest is payable thirty years from the date of the promissory note.

13

On March 30, 2021, the Company was granted a loan from American Express National Bank in the aggregate amount of $557,977, pursuant to the Paycheck Protection Program (“PPP) under Division A, Title I of the CARES Act, which was enacted March 27, 2020. The Loan which was in the form of a Note dated March 30, 2021, matures on March 30, 2023 and bears interest at a rate of 1.00% per annum, payable monthly commencing on March 30, 2022. The Note may be prepaid by the Company at any time prior to maturity with no prepayment penalties. Funds from the Loan may only be used for payroll costs, costs used to continue group health care benefits, rent, utilities and interest on other debt obligations incurred before February 15, 2020. The Company intends to use the entire Loan amount for qualifying expenses. Under the terms of the PPP, certain amounts of the Loan may be forgiven if they are used for qualifying expenses as described in the CARES Act. While the Company currently believes that its use of the loan proceeds will meet the conditions for forgiveness of the loan, it cannot be assured that the Company will be ineligible for forgiveness of the loan, in whole or in part. On September 30, 2021 the Company was notified by American Express National Bank that the United States Small Business Administration has approved our Loan Forgiveness Application and the loan has been closed. The Company realized other income from the forgiveness of the PPP loan in the Consolidated Statement of Operations for the quarter ended September 30, 2021.

The Company recognized $102,777 and $215,231 of interest expense for the six months ended December 31, 2021 and 2020, respectively. As of December 31, 2021 and 2020, accrued interest on the above notes was $524,035 and $319,523, respectively. The weighted average interest rates as of December 31, 2021 and 2020 was 5.13% and 5.65%. 

Notes payable and long-term debt outstanding as of December 31, 2021 and June 30, 2021 are summarized below: 

	Maturity Date	December 31, 2021		June 30, 2021
12% $150,000 Convertible Note Payable, net of unamortized discount of $0 and $0, respectively	Due on Demand	$	150,000	$	150,000
12% $440,000 Convertible Note Payable, net of unamortized discount of $0 and $0, respectively	Due on Demand		440,000		440,000
12% $220,000 Convertible Note Payable, net of unamortized discount of $0 and $0, respectively	Due on Demand		220,000		220,000
7% $213,333 Convertible Note Payable, net of unamortized discount of $0 and $28,492, respectively	Due on Demand		244,802		244,802
8% $600,000 Related Party Note Payable, net of unamortized discount of $0 and $21,911 respectively	Due on Demand		300,000		300,000
8% $50,000 Related Party Note Payable	Due on Demand		25,000		25,000
5% Note Payable	Due on Demand (1)		350,000		350,000
1% PPP #2 Note Payable	May 29 ,2022		-		557,977
3.75% SBA EIDL Note Payable	April 30, 2050		500,000		500,000
Total notes payable			2,229,802		2,787,779
Less current portion of notes payable			1,729,802		1,729,802
Notes payable, net of current portion		$	500,000	$	1,057,977

⁽¹⁾ The Company entered two promissory notes with an investor of the Company in the amount of $350,000. The investor had agreed to convert the loan into 437,500 shares of common stock in 2018. The Company has not issued these shares to the investor and booked the notes as a short-term loan. This loan is considered payable upon demand.

14

Note 6 — Commitments and Contingencies

The Company records tax contingencies when the exposure item becomes probable and reasonably estimable. As of December 31, 2021, the Company had a tax contingency related to stock options granted below the fair market value on date of grant. The Company is in the process of determining the possible exposure and necessary expense accrual for the related tax, penalties and interest. Management has not been able to determine the amount as of the date of this report, however, does not expect the amount to be material to the financial statements.

To the best of the Company’s knowledge and belief, no legal proceedings of merit are currently pending or threatened against the Company.

Note 7 —Risks and Uncertainties

The Company does not have a concentration of revenues from any individual customer (less than 10%).

The Company operates in a rapidly evolving and highly regulated industry and will only conduct business in state legal cannabis markets.

The Company was affected in 2020 by the COVID-19 outbreak and worldwide pandemic. The Company saw some postponements in orders in the first few weeks March 2020 but orders stabilized to a normal level by the end of fiscal year 2020. The Company made a significant pivot to a complete solution when it comes to online ordering and communication.

Note 8 — Stock Based Compensation

The equity incentive plan of the Company was established in February of 2017. The Board of Directors of the Company may from time to time, in its discretion grant to directors, officers, consultants and employees of the Company, non-transferable options to purchase common shares, provided that the number of options issued do not exceed 25,000,000. The options are exercisable for a period of up to 4 years from the date of the grant. The number of shares authorized to be issued under the equity incentive plan was increased from 10,000,000 to 25,000,000 through consent of stockholders to amend and restate the equity incentive plan.

The average fair value of stock options granted was estimated to be $0.14 and $0.07. This estimate was made using the Black-Scholes option pricing model and the following weighted average assumptions for the three months ended December 31, 2021:

Expected option life (years)	2-4
Expected stock price volatility	227 to 258	%
Expected dividend yield	-
Risk-free interest rate	0.44 to 0.54	%

15

A summary of option activity under the employee share option pan as of December 31, 2021 and changes during the year then ended is presented below.

	Shares			Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Price		Aggregate Intrinsic Value
Options:
Outstanding at July 1, 2021		13,594,259		$	0.08
Granted		562,500		$	0.13
Exercised, converted		-		$	0.00
Forfeited / exchanged / modification		(542,027	)	$	0.07
Outstanding at December 31, 2021		13,614,732		$	0.11		2.5	$	-
Exercisable at December 31, 2021		9,557,364		$	0.08		3.0
Number of options available for grant at end of period		426,870

A summary of the status of the Company’s non vested shares as of December 31, 2021, and changes during the year quarter December 31, 2021, is presented below:

Options	Shares			Weighted-Average Grant-Date Fair Value
Nonvested at July 1, 2021		12,130,179		$	0.08
Granted		562,500		$	0.13
Vested		(542,027	)	$	0.07
Forfeited		(955,733	)	$	0.08
Nonvested at December 31, 2021		11,194,920		$	0.08

Stock-based compensation expense attributable to stock options was approximately $264,628for the six months ended December 31, 2021. As of December 31, 2021, there was approximately $2,268,871of unrecognized compensation expense related to 11,194,920nonvested stock options outstanding, and the weighted average vesting period for those options was3 years.

16

Warrants

At December 31, 2021, the Company had outstanding warrants to purchase the Company’s common stock which were issued in connection with multiple financing arrangements. Information relating to these warrants is summarized as follows:

Warrants	Remaining Number Outstanding		Weighted Average Remaining Life (Years)		Weighted Average Exercise Price
Warrants - SEDA Financing		86,957		1.80	$	1.15
Warrants - Issued with Convertible Notes		600,000		2.23	$	0.75
Warrants - Securities Purchase Agreement		360,577		3.02	$	0.78
Warrants A - Securities Purchase Agreement		28,072,364		3.02	$	0.16
Total		29,119,898
Aggregate intrinsic value at December 31, 2021	$	0

Note 9 — Related Party Transactions

In March 2020, the Company entered into a promissory note with the Chief Executive Officer for $600,000in exchange for a total of a $565,000cash payment. The note matured in December 2020 and $300,000of principal payments have been made to date. The note is in default and due upon demand and the interest rate was increased to 12%.

In March 2020, the Company entered into a promissory note with the Chief Technology Officer for $50,000. The note matured on January 1, 2021 and $25,000of principal payments have been made to date. The note is in default and due upon demand and the interest rate was increased to 12%.

Note 10 — Leases

On January 1, 2021 the Company extended its Denver Colorado headquarter lease for 12 months through December 31, 2021. During the past fiscal year a majority of the Company’s employee have been working remotely and the Company does not know if they will continue to keep this location or relocate to a small facility. Therefore, in accordance with ASC 842 the Company will not record an operating right of use asset and operating lease liability because of the short-term nature of this amendment. The Company will recognize lease expense on a monthly basis through the life of this lease of approximately $51,786.

17

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 

Forward Looking Statements

This quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this report. Except as required by applicable law, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited interim condensed consolidated financial statements for the three and six months ended December 31, 2021 are expressed in US dollars and are prepared in accordance with generally accepted accounting principles in the United States of America. They reflect all adjustments (all of which are normal and recurring in nature) that, in the opinion of management, are necessary for fair presentation of our interim financial information. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent quarter or for our fiscal year ending June 30, 2022. Our unaudited consolidated financial statements and notes included therein have been prepared on a basis consistent with and should be read in conjunction with our audited financial statements and notes for the year ended June 30, 2021, as filed in our annual report on Form 10-K.

The following discussion should be read in conjunction with our interim financial statements and the related notes that appear elsewhere in this quarterly report.

Business Overview

Our wholly owned subsidiary, LB Media Group, LLC has evolved and grown from a listing website to a comprehensive marketing technology platform. Our clients, medical and recreational dispensaries in legalized cannabis states, along with cannabis product companies subscribe to our technology platform to assist in new customer acquisition and provide retention tools that include texting/loyalty and ordering ahead technology.

The Leafbuyer Technology Platform reaches millions of cannabis consumers every month through its web-based platform, loyalty platform and smart application technology. Our website’s sophisticated vendor dashboard allows our clients to update menus, deals and create real-time messages to communicate to consumers 24/7. The platform also provides a robust reporting feature to track the vendors’ return on investment. With the increased popularity of Leafbuyer texting/loyalty program, clients can communicate through multiple messaging avenues including push notifications and smart messaging within a custom branded application. Our website, Leafbuyer.com, and its progressive web application hosts a robust search algorithm similar to popular travel or hotel sites, where our client’s customers can search the database for appealing offers. They can also search through thousands of menu items and products, create a profile, sign up to receive deal alerts and place online orders for pick up or delivery. They can also search through thousands of menu items and products, create a profile, sign up to receive deal alerts and place online orders for pick up or delivery.   Consumers have the ability to search, shop, earn rewards, place orders and communicate with their favorite stores all in one convenient application.The application can also be completely branded for the dispensary and allows for 24/7 communication with their patrons.

We continue an aggressive push into all legal cannabis states. Increasing our marketing and sales presence in new markets is a primary objective. Along with this expansion, we continue to develop new technologies that will serve cannabis dispensaries and product companies in attracting and retaining consumers.

Leafbuyer Technologies is now integrated with over 10 major POS companies in the industry.  This is a vital link to staying competitive in the market as well as powering our technology. We are currently working on 2 way integrations with many of our partners, to allow push order functionality into the POS systems.  Having robust integrations with our partners, gives the business owner the ability to target message their customers by products, needs and behaviors.  It also provides Leafbuyer the ability to offer more features that can be monetize, including a white label application experience that is built to scale.

Leafbuyer operates in a rapidly evolving and highly regulated industry that, as has been estimated by grandviewresearch.com, to exceed $70 billion in revenue by the year 2028. Our founders and our Board of Directors has been, and will continue to be, aggressive in pursuing long-term opportunities.

We plan to grow through the aggressive deployment of sales and marketing resources into legal cannabis states, reducing costs and adding more products that produce higher margins.  The company also continues to look for acquisition partners to achieve strategic business objectives. However, there can be no assurance that we will be able to locate and acquire such opportunities or that they will be on terms that are favorable to us.

18

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 has suffered recurring losses from operations and has a significant accumulated deficit. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Comparison of results of operations for the three months ended December 31, 2021 and 2020

	Three months Ended December 31,
	2021			2020			Change			%
Revenue	$	923,829		$	602,787		$	321,042			53	%
Cost of revenue		662,059			487,041			175,018			36	%
Gross profit		261,770			115,746			146,024			126	%
Total operating expenses		750,675			583,357			167,318			29	%
Gain (loss) on derivative liability		(838,303	)		(3,714,877	)		2,876,574			230	%
Gain of PPP Forgiveness		-			-			-				%
Interest expense		(46,650	)		(73,260	)		(26,610	)		(36	)%
Net income	$	(1,373,858		$	(4,255,748	)	$	2,881,891			68	%

Revenues

During the three months ended December 31, 2021, we generated $923,829 of revenues, compared to revenues of $602,787 during the three months ended December 31, 2020. The increase in revenue is primarily driven by our texting and loyalty platform along with large MSOs.   

Gross Profit

Gross profit increased to $261,770 for the period ended December 31, 2021 which was an increase of $146,024 over the same period ended December 31, 2020. Gross profit as a percentage of revenue increased from 19% to 28%  due to increased product margins and the implementation of cost cutting measures.  

Expenses

During the three months ended December 31, 2021, we incurred total operating expenses of $750,675, including $150,078 in general and administrative expenses, and $210,885 in selling expenses. During the three months ended December 31, 2020, we incurred total operating expenses of $583,357, including $149,527 in general and administrative expenses, and $230,852 in selling expenses.

We did not properly record a derivative liability related to the 55% conversion feature in the Series A preferred stock in prior periods. We corrected this error by recording a liability and charging this amount against retained earnings as of June 30, 2019. Each period thereafter we are required to perform a mark to market adjustment to the derivative liability The value as of October 13, 2021 for the derivative liability was $4,392,870 which was an increase from September 30, 2020 of $838,303. The difference was recorded as an unrealized loss on the consolidated statement of operations as of December 31, 2021 compared to a loss for this same period in 2020 of $3,714,877. During this same period in 2020, the estimated fair value of the derivative increased therefore the liability increased generating unrealized gain of $3,714,877.

Interest expense was $46,650 for the three months ended December 31, 2021 compared to interest expense of $73,260 for the same period ending December 31, 2020 because of the reduction in notes payable during the year.

19

Net Income

During the three months ended December 31, 2021 we realized net loss of $1,373,858, compared to a net loss of $4,255,748 for the three months ended December 31, 2020.

Comparison of results of operations for the six months ended December 31, 2021 and 2020

	Six months Ended December 31,
	2021			2020			Change			%
Revenue	$	1,775,522		$	1,255,510		$	520,012			41	%
Cost of revenue		1,292,594			943,946			348,648			37	%
Gross profit		482,928			311,564			171,364			55	%
Total operating expenses		1,559,925			1,504,238			55,687			4
Gain (loss) on derivative liability		2,208,470			(2,792,563	)		5,001,033			(179	)%
Gain of PPP Forgiveness		577,977			-			557,977				%
Interest expense		(104,321	)		(235,231	)		(110,910	)		(52	)%
Net income	$	1,585,129		$	(4,200,468	)	$	5,785,597			(138	)%

Revenues

During the six months ended December 31, 2021, we generated $1,775,522 of revenues, compared to revenues of $1,255,510 during the six months ended December 31, 2020. The increase was primarily due to the increase in text services which is up 41% over the prior year.

Gross Profit

Gross profit increased to $482,928 for the period ended December 31, 2021 which was an increase of $171,364 over the same period ended December 31, 2020. Gross profit as a percentage of revenue decreased from 25% to 27% for because of the increased 3^rd party software development costs expended on the technology platform.

Expenses

During the six months ended December 31, 2021, we incurred total operating expenses of $1,559,925, including $298,243 in general and administrative expenses, and $442,390 in selling expenses. During the three months ended December 31, 2020, we incurred total operating expenses of $1,504,238, including $379,703 in general and administrative expenses, and $495,696 in selling expenses.

We did not properly record a derivative liability related to the 55% conversion feature in the Series A preferred stock in prior periods. We corrected this error by recording a liability and charging this amount against retained earnings as of June 30, 2019. Each period thereafter we are required to perform a mark to market adjustment to the derivative liability. During the six months ended December 31, 2021 we recorded an unrealized gain of $2,208,470 the estimated fair value of the derivative changed at the end of the period. During this same period in 2020, the estimated fair value of the derivative increased therefore the liability increased generating unrealized gain of $2,792,563.

Other income during the period ended December 31, 2021 was the result of the SBA PPP loan forgiveness of $577,977, offset by recurring interest expense. Interest expense was $104,321 for the six months ended December 31, 2021 compared to interest expense of $141,971 for the same period ending September 30, 2020 because of the reduction in notes payable during the year.

20

Net Income

During the six months ended December 31, 2021 we realized net income of $1,585,129, compared to a net loss of $4,200,468 for the six months ended December 31, 2020.

Liquidity and Capital Resources

The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months from the date of the issuance of these unaudited condensed consolidated financial statements with existing cash on hand and/or the private placement of common stock or obtaining debt financing. There is, however, no assurance that the Company will be able to raise any additional capital through any type of offering on terms acceptable to the Company, as existing cash on hand will be insufficient to finance operations over the next twelve months.

At December 31, 2021 we had $452,251 in cash and cash equivalents.

Cash Flows

Our cash flows from operating, investing and financing activities were as follows:

	Six months Ended September,
	2021			2020
Net cash used in operating activities	$	(232,388	)	$	(640,739	)
Net cash used in investing activities	$	-		$	-
Net cash provided by financing activities	$	-		$	-

As of December 31, 2021, we had $452,251 in cash and cash equivalents and a working capital deficit of $2,616,897. We are dependent on funds raised through equity financing. Our cumulative net loss of $23,221,054 was funded by debt and equity financing and we reported a net loss from operations of $1,585,128 for the six months ended December 31, 2021. During the six months ending December 31, 2021, we did not raise or expended any monies through financing activities, and we did not expend any monies through investing activities (acquiring assets).

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements as of December 31, 2021 and June 30, 2021.

Critical Accounting Estimates

Our condensed consolidated financial statements and accompanying notes have been prepared in accordance with U.S. GAAP. 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 condensed consolidated 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 from these estimates made by management. Certain accounting policies that require significant management estimates and are deemed critical to our results of operations or financial position are discussed in our June 30, 2021 form 10-K in the Critical Accounting Policies section of Management’s Discussion and Analysis of Financial Condition and Results of Operations.

21

Critical Accounting Policies

Our unaudited condensed consolidated interim financial statements are affected by the accounting policies used and the estimates and assumptions made by management during their preparation. For a detailed discussion about the Company’s significant accounting policies, refer to Note 2 — “Summary of Significant Accounting Policies,” in the Company’s consolidated financial statements included in the Company’s June 30, 2021 Form 10-K. We have identified below the accounting policies that are of particular importance in the presentation of our financial position, results of operations and cash flows, and which require the application of significant judgment by our management. Management has carefully considered the recently issued accounting 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.

Use of Estimates

Management uses estimates and assumptions in preparing these condensed consolidated financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from those estimates.

Revenue Recognition

For revenue recognition arrangements that we determine are within the scope of Topic ASC 606, we perform the following five steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. We only apply the five-step model to arrangements that meet the definition of a contract under Topic 606, including when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, we evaluate the goods or services promised within each contract related performance obligation and assess whether each promised good or service is distinct. We then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

We recognize revenue upon completion of our performance obligations or expiration of the contractual time to use services such as bulk texting.

Recent Accounting Guidance Adopted

We have implemented all new accounting pronouncements that are in effect and applicable to us. These pronouncements did not have any material impact on our financial statements unless otherwise disclosed, and we do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations.

22

Item 3. Quantitative and Qualitative Disclosures About Market Risk 

We are a smaller reporting company as defined by 17 C.F.R. 229 (10)(f)(i) and are not required to provide information under this item.

Item 4. Controls and Procedures 

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2021. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the three months ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the three months ended December 31, 2021, which have materially affected or would likely materially affect our internal control over financial reporting. The Company continues to invest resources in order to upgrade internal controls.

23

PART II – OTHER INFORMATION

Item 1. Legal Proceedings 

We are not aware of any legal proceedings to which we are a party or of which our property is the subject. None of our directors, officers, affiliates, any owner of record or beneficially of more than 5% of our voting securities, or any associate of any such director, officer, affiliate or security holder are (i) a party adverse to us in any legal proceedings, or (ii) have a material interest adverse to us in any legal proceedings. We are not aware of any other legal proceedings that have been threatened against us.

Item 2. Unregistered Sales of Equity Securities 

None

Item 3. Defaults Upon Senior Securities 

None.

Item 4. Mine Safety Disclosures 

Not applicable.

Item 5. Other Information 

None

24

Item 6. Exhibits 

Exhibit Number	Exhibit Description
31.1	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*
31.2	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*
32.1	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 **
32.2	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	101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH	101.SCH Inline XBRL Taxonomy Extension Schema Document.
101.CAL	101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE	101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

* Filed herewith.

** Furnished herewith.

25

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	LEAFBUYER TECHNOLOGIES, INC.
Date: February 14, 2022	By:	/s/ Kurt Rossner
		Kurt Rossner
		Chief Executive Officer, Director (principal executive officer)
	By:	/s/ Mark Breen
		Mark Breen
		Chief Financial Officer and Director

26

EX-31.1

EXHIBIT 31.1

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities

Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Kurt Rossner, certify that:

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 February 14, 2022
By:	/s/ Kurt Rossner
	Kurt Rossner
	Chief Executive Officer and Chairman (Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities

Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Mark Breen, certify that:

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: February 14, 2022
By:	/s/ Mark Breen
	Mark Breen
	Chief Financial Officer and Director (Principal Financial and Accounting Officer)

EX-32.1

 EXHIBIT 32.1

Certification of the Chief Executive Officer pursuant to

18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the quarterly report of Leafbuyer Technologies, Inc. (the “Company”) on Form 10-Q for the period ended December 31, 2021, as filed with the Securities and Exchange Commission (the “Report”), I, Kurt Rossner, certify pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

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: February 14, 2022
By:	/s/ Kurt Rossner
	Kurt Rossner
	Chief Executive Officer and Chairman (Principal Executive Officer)

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and is not being “filed” as part of the Form 10-Q or as a separate disclosure document for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act except to the extent that this Exhibit 32.1 is expressly and specifically incorporated by reference in any such filing.

EX-32.2

EXHIBIT 32.2

Certification of the Chief Financial Officer pursuant to

18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the quarterly report of Leafbuyer Technologies, Inc. (the “Company”) on Form 10-Q for the period ended December 31, 2021, as filed with the Securities and Exchange Commission (the “Report”), I, Mark Breen, certify pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

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: February 14, 2022
By:	/s/ Mark Breen
	Mark Breen
	Chief Financial Officer and Director
	(Principal Financial and Accounting Officer)

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and is not being “filed” as part of the Form 10-Q or as a separate disclosure document for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act except to the extent that this Exhibit 32.2 is expressly and specifically incorporated by reference in any such filing.

XML

Cover - shares	6 Months Ended
	Dec. 31, 2021	Feb. 11, 2022
Cover [Abstract]
Entity Registrant Name	LEAFBUYER TECHNOLOGIES, INC.
Entity Central Index Key	0001643721
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--06-30
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Dec. 31, 2021
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2022
Entity Ex Transition Period	true
Entity Common Stock Shares Outstanding		91,838,230
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	333-206745
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	38-3944821
Entity Address Address Line 1	6888 S. Clinton Street
Entity Address Address Line 2	Suite 300
Entity Address City Or Town	Greenwood Village
Entity Address State Or Province	CO
Entity Address Postal Zip Code	80112
City Area Code	720
Local Phone Number	235-0099

XML

UNAUDITED CONDENSED CONSOLDIATED BALANCE SHEETS - USD ($)	Dec. 31, 2021	Jun. 30, 2021
Current assets:
Cash and cash equivalents	$ 452,251	$ 684,639
Accounts receivable (net of allowance for doubtful accounts of $7,452 and $14,037, respectively,)	55,170	31,474
Prepaid expenses and other current assets	18,327	14,152
Total current assets	525,748	730,265
Noncurrent assets:
Fixed assets and intangible assets, net	2,311,702	2,673,924
Total assets	2,837,450	3,404,189
Current liabilities:
Accounts payable	339,851	213,465
Accrued liabilities	1,002,933	958,451
Deferred revenue	70,059	67,276
Debt, related party (Note 9)	325,000	325,000
Debt	1,404,802	1,404,802
Derivative liability	0	6,601,339
Total current liabilities	3,142,645	9,570,333
Debt, net of current portion	500,000	1,057,977
Total liabilities	3,642,645	10,628,310
Commitments and contingencies (Note 6)	0	0
Stockholders' Equity (Deficit):
Convertible Preferred Stock, $0.001 par value; 10,000,000 shares authorized Convertible Preferred Stock Series B, $0.001 par value; 27,027 designated; 7,568 and 7,568 shares issued and outstanding at December 31, 2021 and June 30, 2021, respectively	324	324
Common stock, $0.001 par value; 700,000,000 shares authorized; 91,530,085 shares issued and outstanding at December 31, 2021 and 81,772,802 shares issued and outstanding at June 30, 2021	91,529	89,318
Additional paid in capital	22,323,998	17,492,411
Accumulated deficit	(23,221,054)	(24,806,182)
Total stockholders' equity (deficit)	(805,195)	(7,224,121)
Total liabilities and stockholders' equity (deficit)	2,837,450	3,404,189
Convertible Preferred Stock Series A [Member]
Stockholders' Equity (Deficit):
Common stock, $0.001 par value; 700,000,000 shares authorized; 91,530,085 shares issued and outstanding at December 31, 2021 and 81,772,802 shares issued and outstanding at June 30, 2021	$ 8	$ 8

XML

UNAUDITED CONDENSED CONSOLDIATED BALANCE SHEETS (Parenthetical) - USD ($)	Dec. 31, 2021	Jun. 30, 2021
Current assets:
Accounts receivable, net of allowance for doubtful accounts	$ 7,452	$ 14,037
Stockholders' Equity (Deficit):
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	700,000,000	700,000,000
Common stock, shares issued	81,772,802	81,772,802
Common stock, shares outstanding	81,772,802	81,772,802
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred Stock Series A [Member]
Stockholders' Equity (Deficit):
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares issued	324,325	324,325
Convertible Preferred Stock, designated	324,325	324,325
Preferred stock, shares outstanding	324,325	324,325
Preferred Stock Series B [Member]
Stockholders' Equity (Deficit):
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	7,568	7,568
Convertible Preferred Stock, designated	27,027	27,027
Preferred stock, shares outstanding	7,568	7,568

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Sales revenue	$ 923,829	$ 602,787	$ 1,775,522	$ 1,255,510
Cost of sales	662,059	487,041	1,292,594	943,946
Gross profit	261,770	115,746	482,928	311,564
Operating expenses:
Selling expenses	210,885	230,852	442,390	495,696
General and administrative	150,078	149,527	298,243	379,703
Personnel expenses	204,152	101,387	435,904	444,317
Stock based compensation expense	185,560	101,591	383,388	184,522
Total operating expenses	750,675	583,357	1,559,925	1,504,238
Loss from operations	(488,905)	(467,611)	(1,076,997)	(1,192,674)
Interest expense	(46,650)	(73,260)	(104,321)	(215,231)
Unrealized gain(loss) on Derivative	(838,303)	(3,714,877)	2,208,469	(2,792,563)
Other Income			557,977
Net loss	$ (1,373,858)	$ (4,255,748)	$ 1,585,128	$ (4,200,468)
Basic, shares	$ (0.01)	$ (0.05)	$ 0.02	$ (0.05)
Fully Diluted			$ 0.01	$ (0.02)
Weighted average common shares outstanding:
Basic	90,511,052	82,072,299	90,835,517	82,072,299
Fully Diluted Share Outstanding			255,041,108	248,966,302

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited) - USD ($)	6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited)
Net Income	$ 1,585,128	$ (4,200,468)
Adjustments to reconcile net income to net cash used in operating activities:
Stock based compensation	388,388	256,502
Amortization of note payable discount	0	65,638
Loss (gain) on derivative liability	(2,208,469)	2,792,563
Forgiveness of PPP loan	(557,977)	0
Depreciation and amortization	362,222	362,223
Changes in assets and liabilities:
Accounts receivable	(23,696)	(5,931)
Prepaid expenses and other	(4,175)	27,400
Accounts payable	126,386	(276,905)
Accrued liabilities	47,265	347,000
Net cash used in operating activities	(232,388)	(640,739)
Cash flows from investing activities:
Net cash used in investing activities	0	0
Cash flows from financing activities:
Net cash provided by financing activities	0
Net change in cash and cash equivalents	(232,388)	(640,739)
Cash and cash equivalents, beginning of period	684,639	1,309,912
Cash and cash equivalents, end of period	452,251	669,173
Supplemental information for non-cash investing and financing activities:
Issuance of common stock for vendor payments	$ 57,540	$ 71,980

XML

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Total	Preferred Stock Series A	Preferred Stock Series B	Common Stock	Additional Paid-In Capital	Retained Earnings (Accumulated Deficit)
Balance, shares at Jun. 30, 2020		324,325	7,567	81,772,802
Balance, amount at Jun. 30, 2020	$ (3,223,148)	$ 324	$ 8	$ 81,773	$ 16,471,549	$ (19,776,802)
Stock based compensation	87,560	0	0	$ 0	87,560	0
Issuance of common stock for vendor payments, shares				1,029,505
Issuance of common stock for vendor payments, amount	71,980	0	0	$ 1,030	70,950	0
Issuance of common stock as employee compensation, shares				1,124,832
Issuance of common stock as employee compensation, amount	96,962	0	0	$ 1,124	95,838	0
Net loss	(4,200,468)	$ 0	$ 0			(4,200,468)
Balance, shares at Dec. 31, 2020		324,325	7,567	83,927,139
Balance, amount at Dec. 31, 2020	(7,167,114)	$ 324	$ 8	$ 83,927	16,725,897	(23,977,270)
Net loss	(4,255,748)
Balance, shares at Dec. 31, 2020		324,325	7,567	83,927,139
Balance, amount at Dec. 31, 2020	(7,167,114)	$ 324	$ 8	$ 83,927	16,725,897	(23,977,270)
Balance, shares at Jun. 30, 2021		324,325	7,567	89,318,160
Balance, amount at Jun. 30, 2021	(7,224,121)	$ 324	$ 8	$ 89,318	17,492,411	(24,806,182)
Stock based compensation	264,628	0	0	$ 0	264,628	0
Issuance of common stock for vendor payments, shares				814,790
Issuance of common stock for vendor payments, amount	57,541	0	0	$ 814	56,727	0
Issuance of common stock as employee compensation, shares				1,397,135
Issuance of common stock as employee compensation, amount	118,760	0	0	$ 1,397	117,363	0
Net loss	1,585,128
Cancellation of Bifurcated Derivative PS A	4,392,870				4,392,870
Net gain	1,585,129	$ 0	$ 0	$ 0	0	1,585,128
Balance, shares at Dec. 31, 2021		324,325	7,567	91,530,085
Balance, amount at Dec. 31, 2021	$ (805,195)	$ 324	$ 8	$ 91,529	$ 22,323,998	$ (23,221,054)

XML

Description of Business

6 Months Ended

Dec. 31, 2021

Description of Business

Note 1 - Description of Business

Note 1 — Description of Business

Description of Business

The Company 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.

Our subsidiary, LB Media Group, LLC has evolved and grown as a listing website to a comprehensive marketing technology platform. Our clients, medical and recreational dispensaries in legalized cannabis states, along with cannabis product companies subscribe to our technology platform to assist in new customer acquisition and provide retention tools that include texting/loyalty and order ahead technology.

Basis of Presentation

The accompanying condensed consolidated balance sheet as of June 30, 2021, has been derived from audited financial statements. 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 Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. The information included in this report should be read in conjunction with our audited financial statements and notes thereto.

Going Concern

As of December 31, 2021, we had $452,251 in cash and cash equivalents and a working capital deficit of $2,616,897. We are dependent on funds raised through equity financing. Our cumulative net loss of $23,221,054 was funded by debt and equity financing and we reported a net loss from operations of $1,585,128 for the six months ended December 31, 2021. Accordingly, there is substantial doubt about our ability to continue as a going concern within one year after the date the financial statements are issued.

Our 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 of expansion of products, geographical locations we sell our services and deeper market penetration will generate additional revenues and eventually positive cash flow and 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.

Error Correction

Series A & B Shares Outstanding

The Company’s annual financial statements ended June 30, 2020 contained three errors related to the Preferred Stock issued in connection with the March 23, 2017 Merger Agreement.

In accordance with the Merger Agreement, the Company issued 324,327 new pre-split shares of Series A Convertible Preferred Stock and accepted subscriptions in a private placement offering of 27,027 new pre-split shares of the Company’s Series B Convertible Preferred Stock, of which each share of Series B Convertible Preferred Stock is convertible into 16 Common Shares at any time, in the amount of $250,000. All shares issued in accordance with the Merger Agreement are considered to be outstanding beginning January 1, 2015 as these shares relate to the change in capital structure.

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. The Company incorrectly stated that immediately following the forward split, 3,000,000 shares of post-split Series A Convertible 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. All references to shares from that point forward were referred to as post-split shares.

This presentation was incorrect because in connection with stock splits by the Company, the certificate of designation for each of the Series A Convertible Preferred Stock and the Series B Convertible Preferred Stock provide for an adjustment to the common stock underlying such shares and not the shares of preferred stock. Therefore, the September 30, 2020 Consolidated Statement of Equity and Footnote 4 have been changed to reflect 324,325 shares of Series A issued and outstanding and 7,567 shares of Series B Convertible Preferred Stock issued and outstanding after the conversion of 19,459 shares in January and June of 2018 and June 30, 2019.

Therefore, the Consolidated Balance Sheet, Consolidated Statement of Equity and Footnote 4 have been changed to reflect the Number of shares of Series A and Series B preferred stock and the par value of those shares.

Balance Sheet – December 31, 2020  

	As Computed - Restated		As Reported		Effect of Change
Convertible Preferred Stock Series A - Value	$	324	$	3,000	$	(2,676	)
Convertible Preferred Stock Series B - Value	$	8	$	1,120	$	(1,112	)
Additional Paid in Capital	$	16,725,897	$	16,722,110	$	3,788
Convertible Preferred Stock Series A - Shares		324,325		3,000,000		(2,675,675	)
Convertible Preferred Stock Series B - Shares		7,567		1,120,000		(1,112,433	)

Series A convertible feature not accounted properly

The Series A Preferred Shares are convertible into a number of shares of Common Stock so that the holders of Series A Convertible Preferred Stock would hold 55% of the number of outstanding shares of Common Stock on a fully diluted basis after giving effect to such conversion. The Series A Convertible Preferred Stock vote on an “as-converted” basis.

The Company has determined that the Series A Preferred Stock conversion provisions meet the accounting requirements of FASB ASC 815 which requires a bifurcation of an embedded conversion feature and classification of the derivative as a liability on the balance sheet at the end of each reporting period. The fair value of the derivative liability is estimated each period as a Level 3 – Significant Unobservable Inputs based upon the numbers of common shares stock at an estimated conversion price.

The following table represents the value of the derivative and number of shares of common stock issuable for the holders to obtain 55% of the number of outstanding shares of common stock:

Balance Sheet – December 31, 2020  

	As Computed - Restated			As Reported		Effect of Change
Derivative liability	$	6,601,339		$	-	$	6,601,339
Total current liabilities	$	9,570,333		$	3,383,426	$	6,601,339
Total liabilities	$	10,628,310		$	4,485,904	$	6,601,339
Accumulated deficit	$	24,806,182		$	17,409,029	$	6,601,339
Total equity (deficit)	$	(7,224,121	)	$	3,887,031	$	(6,601,339	)

Income Statement – December 31, 2020 

	As Computed - Restated			As Reported			Effect of Change
Unrealized gain(loss) on derivative	$	(2,792,563	)	$	-		$	(2,792,563	)
Other income/ (expense)	$	(3,007,794	)	$	(215,231	)	$	(2,792,563	)
Net (loss) income	$	(4,200,468	)	$	(1,407,905	)	$	(2,792,563	)
Earnings (loss) per share - Basic	$	(0.05	)	$	(0.02	)	$	(0.03	)
Earnings (loss) per share – Fully Diluted	$	(0.02	)	$	(0.02	)	$	-

Statement of Cash Flow – December 31, 2020

	As Computed - Restated			As Reported			Effect of Change
Net (loss) income	$	(4,200,468	)	$	(1,407,905	)	$	(2,792,563	)
Loss (gain) on derivative liability	$	2,792,563		$	-		$	2,792,563

Statement of Equity –December 31,2020

	As Computed - Restated			As Reported			Effect of Change
December 31, 2020 – Accumulated Deficit	$	(23,977,270	)	$	(17,409,029	)	$	(6,568,241	)

Fully Diluted shares exceed Authorized Shares

The Company has determined that as of December 31, 2020 the Series A Preferred stock would be convertible into 111,821,225 shares of common stock which would result in 242,856,839 shares of fully diluted common shares. The Company had authorized to issue 150,000,000 shares as of December 31, 2020. This exceeded the authorized and outstanding shares by 92,856,839 shares and therefore in accordance with ASR 268 the Company needs to present the Series A Convertible Preferred Stock separate from Stockholders Equity on the Balance Sheet and in the footnote disclosure. The Company has elected to not to present the Series A Convertible Preferred Stock separate as a mezzanine equity in accordance with ASR 268 because in October 2021 the Series A 55% feature no longer existed and this classification would be temporary and moved backed to permanent equity.

XML

Summary of Significant Accounting Policies

6 Months Ended

Dec. 31, 2021

Summary of Significant Accounting Policies

Note 2 - Summary of Significant Accounting Policies

Note 2 — Summary of Significant Accounting Policies

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, LB Media. All significant inter-company transactions and balances have been eliminated in consolidation.

For a detailed discussion about the Company’s significant accounting policies, refer to Note 2 — “Summary of Significant Accounting Policies,” in the Company’s consolidated financial statements included in the Company’s June 30, 2021 Form 10-K. During the three months ended December 31, 2021, there were no significant changes made to the Company’s significant accounting policies

Use of Estimates

Management uses estimates and assumptions in preparing these condensed consolidated financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Examples of estimates include loss contingencies; useful lives of our tangible and intangible assets; allowances for doubtful accounts; and stock-based compensation forfeiture rates. Examples of assumptions include: the elements comprising a software arrangement, including the distinction between upgrades or enhancements and new products; when technological feasibility is achieved for our products; the potential outcome of future tax consequences of events that have been recognized in our financial statements or tax returns. Actual results could differ from those estimates.

Reclassifications

Certain prior period amounts have been reclassified to conform with the current period presentation.

Earnings (Loss) per Share

Basic loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the reporting period. Diluted loss per share is computed similarly to basic loss per share, except that it includes the potential dilution that could occur if dilutive securities are exercised. Dilutive instruments had no effect on the calculation of earnings or loss per share during the period ended December 31, 2021. For the period ended December 31, 2020 warrants of 29,119,898, stock options vested as of the end of the period of1,998,444and Convertible Debt into 14,879,132shares were added to the weighted-average number of common shares outstanding.

Recently Issued Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326), which introduces new guidance for the accounting for credit losses on instruments within its scope. The new guidance introduces an approach based on expected losses to estimate credit losses on certain types of financial instruments. It also modifies the impairment model for available-for-sale (AFS) debt securities and provides for a simplified accounting model for purchased financial assets with credit deterioration since their origination. The pronouncement will be effective for public business entities that are SEC filers in fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The effect of the adoption of this pronouncement to the Company was immaterial.

In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s own Equity (Subtopic 815-40). ASU 2020-06 requires entities to provide expanded disclosures about the terms and features of convertible instruments and reduces the number of accounting models for convertible instruments and allows more contracts to qualify for equity classification. The pronouncement will be effective for public business entities that are SEC filers in fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted but no earlier than fiscal years beginning December 15, 2020.

No other recent accounting pronouncements were issued by FASB and the SEC that are believed by management to have a material impact on the Company’s present or future condensed consolidated financial statements.

XML

Fixed Assets and Intangible Assets

6 Months Ended

Dec. 31, 2021

Fixed Assets and Intangible Assets

Note 3 - Fixed Assets and Intangible Assets

Note 3 — Fixed Assets and Intangible Assets

Fixed Assets and intangible assets consist of the following 

	December 31, 2021			June 30, 2021
Software platform	$	4,482,225		$	4,482,225
Furniture and fixtures		1,500			1,500
Less accumulated amortization		(2,170,523	)		(1,809,801	)
Property and equipment, net	$	2,311,702		$	2,673,924

On November 6, 2018, the Company acquired a customer facing software (“Loyalty Software”) through a Stock Purchase Agreement, where the Company acquired all the issued and outstanding capital stock of Greenlight Technologies, Inc. (“GTI”) from its shareholders. At the time of the transaction, there were no employees working for GTI, no systems and no assets, other than the Loyalty Software. GTI’s legal entity will be dissolved in the transition and the Loyalty Software will be assumed by the Company. Management determined that the purchase of GTI did not constitute a business purchase and recorded the transaction as a purchase of software. The consideration for the Loyalty Software was 2,916,667shares of common stock and cash of approximately $450,000. Total value of the Loyalty Software was estimated at approximately $3,010,000. The additional consideration for future developments will be evaluated and considered enhancements which will either be capitalized to the software or expensed as research and development costs. During the year ended June 30, 2020 additional Incentive Shares of 366,667for a value of $262,500was issued to shareholders of GTI as final settlement of the 2018 agreement. During the period ended December 31, 2021 there was no software capitalized and for the same period ended 2020.

GTI provides cannabis consumers real-time mobile ordering and loyalty rewards through an internally developed application that integrates with the local dispensary’s point of sale system. The Company plans to fully integrate this technology into the current platform and create an “Ultimate Bundle” of services for the cannabis industry. The current revenues of GTI are minimal, and the Company expects higher sales in the California market as the system is fully integrated.

Amortization expense, recorded as cost of revenue, related to internal use software totaled $362,222during the six months ended December 31, 2021 and for the same period ended 2020 amortization expenses was $362,222. Amortization expense for the next five years is as follows:

2022	$	724,445
2023		724,445
2024		724,445
2025		138,367
Total Unamortized Expense	$	2,311,701

XML

Capital Stock and Equity Transactions

6 Months Ended

Dec. 31, 2021

Capital Stock and Equity Transactions

Note 4 - Capital Stock and Equity Transactions

Note 4 — Capital Stock and Equity Transactions

The Company has 700,000,000 shares of common stock authorized with a par value of $0.001 per share as of December 31, 2021. On August 13, 2021 the Company filed Articles of Amendment to Amended and Restated Articles of Incorporation with the State of Nevada increasing the number of common shares from 150,000,000 to 700,000,000.

In addition, the Company has 10,000,000 preferred stock authorized with a par value of $0.001 per share as of December 31, 2021.

Effective October 13, 2021, the Company executed and filed with the State of Nevada a Certificate of Designation of Preferred Stock of the Corporation fixing the designations, power, preferences, and rights of the shares. The total of 324,325 shares of preferred stock series A with a par value of $0.001 per share, of the Corporation are herby designated as Series A Super Voting Preferred Stock. These shares are not entitled to receive dividends and shall not be entitled to any liquidation preference. Further the holders shall have no conversion rights and the holders shall have the right to vote in an amount equal to 600 votes per share of Series A Preferred Stock.

The value as of October 13, 2021 for the derivative liability was $4,392,870 which was an increase from September 30, 2020 of $838,303. The difference was recorded as an unrealized loss on the consolidated statement of operations as of December 31, 2021 compared to a loss for this same period in 2020 of $3,714,877. For the period ending December 31, 2021 the derivative liability was treated as a capital contribution and is recorded against additional paid in capital. in accordance with FASB ASC 815.

As of December 31, 2020 the 324,325 shares of Series A Convertible Preferred Stock are convertible into 111,821,225 shares of Common Stock so that the Series A Convertible Stock holders would hold 55% of the number of outstanding shares of Common Stock on a fully diluted basis after giving effect to such conversion as of September 30, 2020. The Series A Convertible Preferred Stock vote on an “as-converted” basis. The Company has recorded a derivative liability in accordance with FASB ASC 815 because of the conversion feature embedded in the Series A Convertible Preferred Stock.

Issuance of Common Stock

During the six months ended December 31, 2021 the Company issued 733,938 shares of Common Stock to employees. These shares were valued at fair market value of $65,514 and expensed in the accompanying Condensed Consolidated Statement of Operations.

During the six months ended December 31, 2021, the Company issued 290,000 shares of Common Stock to vendors for services rendered. These shares were valued at fair market value of $22,300 and expensed in the accompanying Condensed Consolidated Statement of Operations.

During the six months ended December 31, 2020 the Company issued 1,124,832 shares of Common Stock to employees. These shares were valued at fair market value of $96,962 and expensed in the accompanying Condensed Consolidated Statement of Operations.

During the six months ended December 31, 2020, the Company issued 1,019,505 and 10,000 shares of Common Stock respectively to vendors and non-management members of the board of directors for services rendered. These shares were valued at fair market value of $71,980 and expensed in the accompanying Condensed Consolidated Statement of Operations.

XML

Debt

6 Months Ended

Dec. 31, 2021

Debt

Note 5 - Debt

Note 5 — Debt

During February 2018, the Company issued a promissory note in favor of an investor of the Company in the amount of $150,000 in exchange for $132,000 cash. The note has an original issue discount of $18,000 that is being amortized to interest expense over the term of the note. The loan maturity date was extended to August 8, 2019, the discount is fully amortized and total unpaid principal and interest is approximately $220,027, accruing at 12% at December 31, 2021, and is payable upon demand.

On September 21, 2018, the Company entered into a promissory note with an investor of the Company with a face value of $440,000 in exchange for $400,000 cash payment (“the Convertible Note”), the discount of the Convertible Note will be amortized over the life of the Convertible Note and have an interest rate of 10%. The Convertible Note has a twelve-month term with no payment required for the initial six months; after six months, the Company will repay the investors interest and principal in six equal installments. The principal and interest of the note is convertible into the Company’s common stock at a purchase price of $0.70 per common share after the six months. If the Company defaults on the Convertible Note, the interest is increased to 12% and at the investors’ option, the principal and interest can be converted into the Company’s common stock at a 20% discount to the then current market. In addition, the Company issued five-year warrants to purchase up to 200,000 common shares of the Company’s common stock at a price of $0.75 per share. The value assigned to the warrants of $125,723 has been fully amortized. The cash for this Convertible Note was received prior to September 30, 2018. As of December 31, 2021, the Convertible Note is payable upon demand and total unpaid principal and interest outstanding is approximately $603,535.

On September 21, 2018, the Company entered several promissory notes with various investors of the Company with a face value of $440,000 in exchange for $400,000 cash payment (“the Notes”), the discount of the Notes will be amortized over the life of the Note and have an interest rate of 10%. The Notes have a twelve-month term with no payment required for the initial six months; after six months, the Company will repay the investors interest and principal in six equal installments. The principal and interest of the note is convertible into the Company’s common stock at a purchase price of $0.70 per common share after the six months. If the Company defaults on the Notes, the interest is increased to 12% and at the investors’ option, the principal and interest can be converted into the Company’s common stock at a 20% discount to the then current market price. In addition, the Company issued five-year warrants to purchase up to 200,000 of the Company’s common shares at a price of $0.75 per share. The cash for these Notes was received prior to September 30, 2018. The value assigned to the warrants of $62,862 has been fully amortized. In March 2020, $220,000 of the 2018 Notes have been fully extinguished and the remaining $220,000 is in default and payable upon demand. As of December 31, 2021, the total unpaid principal and interest is approximately $301,768.

During the year ended June 30, 2019, the Company entered into several promissory notes with various investors of the Company with a face value of $960,000 in exchange for a total of $900,000 cash payments. The Notes have a beneficial conversion feature valued at $839,378, which is recorded as a discount. The total discount on the Notes will be amortized over the life of the Notes and recorded as interest expense. The notes have an interest rate of 7% and have an eighteen-month term with no payment required for the initial six months; after six months, the Company will repay the investors interest and principal in twelve equal installments. The principal and interest of the note is convertible into the Company’s common stock at a purchase price of $0.75 per common share at any time after the Original Issue Date. In March 2020, the Company did not make its required principal and interest payment which put the Notes in default. The interest rate increased to 15% and at the investors’ option, the principal and interest can be converted into the Company common stock at a 20% discount to the then current market price. The beneficial ownership value assigned to the conversion feature of $801,741 has been fully amortized. As of March 31, 2020, $533,000 of the 2019 Notes have been fully extinguished as $402,000 of debt repayment and the issuance of common stock valued at $131,000. On January 25, 2021, $300,000 of the 2019 Notes have been fully extinguished with the issuance of 4,000,000 of common stock at a price of $0.075 per share. The remaining principal of $90,125 is in default and payable upon demand. As of December 31, 2021, the total unpaid principal and interest is approximately $322,278.

During the year ended June 30, 2020, the Company entered into a promissory note with a related party (see Note 9) with a face value of $600,000 in exchange for a total of $565,000 cash payments. The total discount of the Note will be amortized over the life of the Note and recorded as interest expense which matured on December 1, 2020. In January 2021, the Company repaid $300,000 of the promissory note balance. The note is in default and due upon demand and the interest rate was increased to 12%. As of December 31, 2021, the total unpaid principal and interest is approximately $367,858.

During the year ended June 30, 2020, the Company entered into a promissory note with a related party (see Note 9) with a face value of $50,000. In January 2021, the Company repaid $25,000 of the promissory note balance. The note is in default and the interest rate increased to 12%. As of December 31, 2021, the total unpaid principal and interest is approximately $30,638.

On April 30, 2020 the Company executed the standard loan documents required for securing a loan (the “EIDL Loan”) from the United States Small Business Administration (the “SBA”) under its Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the Company’s business. The principal amount of the EIDL Loan is $500,000, with proceeds to be used for working capital purposes. Interest on the EIDL Loan accrues at the rate of 3.75% per annum and installment payments, including principal and interest, are due monthly beginning twelve months from the date of the EIDL Loan in the amount of $2,437. The balance of principal and interest is payable thirty years from the date of the promissory note.

On March 30, 2021, the Company was granted a loan from American Express National Bank in the aggregate amount of $557,977, pursuant to the Paycheck Protection Program (“PPP) under Division A, Title I of the CARES Act, which was enacted March 27, 2020. The Loan which was in the form of a Note dated March 30, 2021, matures on March 30, 2023 and bears interest at a rate of 1.00% per annum, payable monthly commencing on March 30, 2022. The Note may be prepaid by the Company at any time prior to maturity with no prepayment penalties. Funds from the Loan may only be used for payroll costs, costs used to continue group health care benefits, rent, utilities and interest on other debt obligations incurred before February 15, 2020. The Company intends to use the entire Loan amount for qualifying expenses. Under the terms of the PPP, certain amounts of the Loan may be forgiven if they are used for qualifying expenses as described in the CARES Act. While the Company currently believes that its use of the loan proceeds will meet the conditions for forgiveness of the loan, it cannot be assured that the Company will be ineligible for forgiveness of the loan, in whole or in part. On September 30, 2021 the Company was notified by American Express National Bank that the United States Small Business Administration has approved our Loan Forgiveness Application and the loan has been closed. The Company realized other income from the forgiveness of the PPP loan in the Consolidated Statement of Operations for the quarter ended September 30, 2021.

The Company recognized $102,777 and $215,231 of interest expense for the six months ended December 31, 2021 and 2020, respectively. As of December 31, 2021 and 2020, accrued interest on the above notes was $524,035 and $319,523, respectively. The weighted average interest rates as of December 31, 2021 and 2020 was 5.13% and 5.65%. 

Notes payable and long-term debt outstanding as of December 31, 2021 and June 30, 2021 are summarized below: 

	Maturity Date	December 31, 2021		June 30, 2021
12% $150,000 Convertible Note Payable, net of unamortized discount of $0 and $0, respectively	Due on Demand	$	150,000	$	150,000
12% $440,000 Convertible Note Payable, net of unamortized discount of $0 and $0, respectively	Due on Demand		440,000		440,000
12% $220,000 Convertible Note Payable, net of unamortized discount of $0 and $0, respectively	Due on Demand		220,000		220,000
7% $213,333 Convertible Note Payable, net of unamortized discount of $0 and $28,492, respectively	Due on Demand		244,802		244,802
8% $600,000 Related Party Note Payable, net of unamortized discount of $0 and $21,911 respectively	Due on Demand		300,000		300,000
8% $50,000 Related Party Note Payable	Due on Demand		25,000		25,000
5% Note Payable	Due on Demand (1)		350,000		350,000
1% PPP #2 Note Payable	May 29 ,2022		-		557,977
3.75% SBA EIDL Note Payable	April 30, 2050		500,000		500,000
Total notes payable			2,229,802		2,787,779
Less current portion of notes payable			1,729,802		1,729,802
Notes payable, net of current portion		$	500,000	$	1,057,977

⁽¹⁾ The Company entered two promissory notes with an investor of the Company in the amount of $350,000. The investor had agreed to convert the loan into 437,500 shares of common stock in 2018. The Company has not issued these shares to the investor and booked the notes as a short-term loan. This loan is considered payable upon demand.

XML

Commitments and Contingencies

6 Months Ended

Dec. 31, 2021

Commitments and Contingencies

Note 6 - Commitments and Contingencies

Note 6 — Commitments and Contingencies

The Company records tax contingencies when the exposure item becomes probable and reasonably estimable. As of December 31, 2021, the Company had a tax contingency related to stock options granted below the fair market value on date of grant. The Company is in the process of determining the possible exposure and necessary expense accrual for the related tax, penalties and interest. Management has not been able to determine the amount as of the date of this report, however, does not expect the amount to be material to the financial statements.

To the best of the Company’s knowledge and belief, no legal proceedings of merit are currently pending or threatened against the Company.

XML

Risks and Uncertainties

6 Months Ended

Dec. 31, 2021

Risks and Uncertainties

Note 7 - Risks and Uncertainties

Note 7 —Risks and Uncertainties

The Company does not have a concentration of revenues from any individual customer (less than 10%).

The Company operates in a rapidly evolving and highly regulated industry and will only conduct business in state legal cannabis markets.

The Company was affected in 2020 by the COVID-19 outbreak and worldwide pandemic. The Company saw some postponements in orders in the first few weeks March 2020 but orders stabilized to a normal level by the end of fiscal year 2020. The Company made a significant pivot to a complete solution when it comes to online ordering and communication.

XML

Stock Based Compensation

6 Months Ended

Dec. 31, 2021

Stock Based Compensation

Note 8 - Stock Based Compensation

Note 8 — Stock Based Compensation

The equity incentive plan of the Company was established in February of 2017. The Board of Directors of the Company may from time to time, in its discretion grant to directors, officers, consultants and employees of the Company, non-transferable options to purchase common shares, provided that the number of options issued do not exceed 25,000,000. The options are exercisable for a period of up to 4 years from the date of the grant. The number of shares authorized to be issued under the equity incentive plan was increased from 10,000,000 to 25,000,000 through consent of stockholders to amend and restate the equity incentive plan.

The average fair value of stock options granted was estimated to be $0.14 and $0.07. This estimate was made using the Black-Scholes option pricing model and the following weighted average assumptions for the three months ended December 31, 2021:

Expected option life (years)	2-4
Expected stock price volatility	227 to 258	%
Expected dividend yield	-
Risk-free interest rate	0.44 to 0.54	%

A summary of option activity under the employee share option pan as of December 31, 2021 and changes during the year then ended is presented below.

	Shares			Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Price		Aggregate Intrinsic Value
Options:
Outstanding at July 1, 2021		13,594,259		$	0.08
Granted		562,500		$	0.13
Exercised, converted		-		$	0.00
Forfeited / exchanged / modification		(542,027	)	$	0.07
Outstanding at December 31, 2021		13,614,732		$	0.11		2.5	$	-
Exercisable at December 31, 2021		9,557,364		$	0.08		3.0
Number of options available for grant at end of period		426,870

A summary of the status of the Company’s non vested shares as of December 31, 2021, and changes during the year quarter December 31, 2021, is presented below:

Options	Shares			Weighted-Average Grant-Date Fair Value
Nonvested at July 1, 2021		12,130,179		$	0.08
Granted		562,500		$	0.13
Vested		(542,027	)	$	0.07
Forfeited		(955,733	)	$	0.08
Nonvested at December 31, 2021		11,194,920		$	0.08

Stock-based compensation expense attributable to stock options was approximately $264,628for the six months ended December 31, 2021. As of December 31, 2021, there was approximately $2,268,871of unrecognized compensation expense related to 11,194,920nonvested stock options outstanding, and the weighted average vesting period for those options was3 years.

Warrants

At December 31, 2021, the Company had outstanding warrants to purchase the Company’s common stock which were issued in connection with multiple financing arrangements. Information relating to these warrants is summarized as follows:

Warrants	Remaining Number Outstanding		Weighted Average Remaining Life (Years)		Weighted Average Exercise Price
Warrants - SEDA Financing		86,957		1.80	$	1.15
Warrants - Issued with Convertible Notes		600,000		2.23	$	0.75
Warrants - Securities Purchase Agreement		360,577		3.02	$	0.78
Warrants A - Securities Purchase Agreement		28,072,364		3.02	$	0.16
Total		29,119,898
Aggregate intrinsic value at December 31, 2021	$	0

XML

Related Party Transactions

6 Months Ended

Dec. 31, 2021

Related Party Transactions

Note 9 - Related Party Transactions

Note 9 — Related Party Transactions

In March 2020, the Company entered into a promissory note with the Chief Executive Officer for $600,000in exchange for a total of a $565,000cash payment. The note matured in December 2020 and $300,000of principal payments have been made to date. The note is in default and due upon demand and the interest rate was increased to 12%.

In March 2020, the Company entered into a promissory note with the Chief Technology Officer for $50,000. The note matured on January 1, 2021 and $25,000of principal payments have been made to date. The note is in default and due upon demand and the interest rate was increased to 12%.

XML

Leases

6 Months Ended

Dec. 31, 2021

Leases

Note 10 - Leases

Note 10 — Leases

On January 1, 2021 the Company extended its Denver Colorado headquarter lease for 12 months through December 31, 2021. During the past fiscal year a majority of the Company’s employee have been working remotely and the Company does not know if they will continue to keep this location or relocate to a small facility. Therefore, in accordance with ASC 842 the Company will not record an operating right of use asset and operating lease liability because of the short-term nature of this amendment. The Company will recognize lease expense on a monthly basis through the life of this lease of approximately $51,786.

XML

Summary of Significant Accounting Policies (Policies)

6 Months Ended

Dec. 31, 2021

Summary of Significant Accounting Policies

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, LB Media. All significant inter-company transactions and balances have been eliminated in consolidation.

For a detailed discussion about the Company’s significant accounting policies, refer to Note 2 — “Summary of Significant Accounting Policies,” in the Company’s consolidated financial statements included in the Company’s June 30, 2021 Form 10-K. During the three months ended December 31, 2021, there were no significant changes made to the Company’s significant accounting policies

Use of Estimates

Management uses estimates and assumptions in preparing these condensed consolidated financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Examples of estimates include loss contingencies; useful lives of our tangible and intangible assets; allowances for doubtful accounts; and stock-based compensation forfeiture rates. Examples of assumptions include: the elements comprising a software arrangement, including the distinction between upgrades or enhancements and new products; when technological feasibility is achieved for our products; the potential outcome of future tax consequences of events that have been recognized in our financial statements or tax returns. Actual results could differ from those estimates.

Reclassifications

Certain prior period amounts have been reclassified to conform with the current period presentation.

Earnings (Loss) per Share

Basic loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the reporting period. Diluted loss per share is computed similarly to basic loss per share, except that it includes the potential dilution that could occur if dilutive securities are exercised. Dilutive instruments had no effect on the calculation of earnings or loss per share during the period ended December 31, 2021. For the period ended December 31, 2020 warrants of 29,119,898, stock options vested as of the end of the period of1,998,444and Convertible Debt into 14,879,132shares were added to the weighted-average number of common shares outstanding.

Recently Issued Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326), which introduces new guidance for the accounting for credit losses on instruments within its scope. The new guidance introduces an approach based on expected losses to estimate credit losses on certain types of financial instruments. It also modifies the impairment model for available-for-sale (AFS) debt securities and provides for a simplified accounting model for purchased financial assets with credit deterioration since their origination. The pronouncement will be effective for public business entities that are SEC filers in fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The effect of the adoption of this pronouncement to the Company was immaterial.

In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s own Equity (Subtopic 815-40). ASU 2020-06 requires entities to provide expanded disclosures about the terms and features of convertible instruments and reduces the number of accounting models for convertible instruments and allows more contracts to qualify for equity classification. The pronouncement will be effective for public business entities that are SEC filers in fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted but no earlier than fiscal years beginning December 15, 2020.

No other recent accounting pronouncements were issued by FASB and the SEC that are believed by management to have a material impact on the Company’s present or future condensed consolidated financial statements.

XML

Description of Business (Tables)

6 Months Ended

Dec. 31, 2021

Description of Business (Tables)

Summary of Error Correction

	As Computed - Restated		As Reported		Effect of Change
Convertible Preferred Stock Series A - Value	$	324	$	3,000	$	(2,676	)
Convertible Preferred Stock Series B - Value	$	8	$	1,120	$	(1,112	)
Additional Paid in Capital	$	16,725,897	$	16,722,110	$	3,788
Convertible Preferred Stock Series A - Shares		324,325		3,000,000		(2,675,675	)
Convertible Preferred Stock Series B - Shares		7,567		1,120,000		(1,112,433	)

Schedule of derivative and number of shares of common stock issuable

	As Computed - Restated			As Reported		Effect of Change
Derivative liability	$	6,601,339		$	-	$	6,601,339
Total current liabilities	$	9,570,333		$	3,383,426	$	6,601,339
Total liabilities	$	10,628,310		$	4,485,904	$	6,601,339
Accumulated deficit	$	24,806,182		$	17,409,029	$	6,601,339
Total equity (deficit)	$	(7,224,121	)	$	3,887,031	$	(6,601,339	)

	As Computed - Restated			As Reported			Effect of Change
Unrealized gain(loss) on derivative	$	(2,792,563	)	$	-		$	(2,792,563	)
Other income/ (expense)	$	(3,007,794	)	$	(215,231	)	$	(2,792,563	)
Net (loss) income	$	(4,200,468	)	$	(1,407,905	)	$	(2,792,563	)
Earnings (loss) per share - Basic	$	(0.05	)	$	(0.02	)	$	(0.03	)
Earnings (loss) per share – Fully Diluted	$	(0.02	)	$	(0.02	)	$	-

	As Computed - Restated			As Reported			Effect of Change
Net (loss) income	$	(4,200,468	)	$	(1,407,905	)	$	(2,792,563	)
Loss (gain) on derivative liability	$	2,792,563		$	-		$	2,792,563

	As Computed - Restated			As Reported			Effect of Change
December 31, 2020 – Accumulated Deficit	$	(23,977,270	)	$	(17,409,029	)	$	(6,568,241	)

XML

Fixed Assets and Intangible Assets (Tables)

6 Months Ended

Dec. 31, 2021

Fixed Assets and Intangible Assets

Schedule of Fixed Assets and intangible assets

	December 31, 2021			June 30, 2021
Software platform	$	4,482,225		$	4,482,225
Furniture and fixtures		1,500			1,500
Less accumulated amortization		(2,170,523	)		(1,809,801	)
Property and equipment, net	$	2,311,702		$	2,673,924

Schedule of Amortization expense

XML

Debt (Tables)

6 Months Ended

Dec. 31, 2021

Debt (Tables)

Schedule of Notes payable and long-term debt outstanding

	Maturity Date	December 31, 2021		June 30, 2021
12% $150,000 Convertible Note Payable, net of unamortized discount of $0 and $0, respectively	Due on Demand	$	150,000	$	150,000
12% $440,000 Convertible Note Payable, net of unamortized discount of $0 and $0, respectively	Due on Demand		440,000		440,000
12% $220,000 Convertible Note Payable, net of unamortized discount of $0 and $0, respectively	Due on Demand		220,000		220,000
7% $213,333 Convertible Note Payable, net of unamortized discount of $0 and $28,492, respectively	Due on Demand		244,802		244,802
8% $600,000 Related Party Note Payable, net of unamortized discount of $0 and $21,911 respectively	Due on Demand		300,000		300,000
8% $50,000 Related Party Note Payable	Due on Demand		25,000		25,000
5% Note Payable	Due on Demand (1)		350,000		350,000
1% PPP #2 Note Payable	May 29 ,2022		-		557,977
3.75% SBA EIDL Note Payable	April 30, 2050		500,000		500,000
Total notes payable			2,229,802		2,787,779
Less current portion of notes payable			1,729,802		1,729,802
Notes payable, net of current portion		$	500,000	$	1,057,977

XML

Stock Based Compensation (Tables)

6 Months Ended

Dec. 31, 2021

Stock Based Compensation (Tables)

Schedule of fair value of stock options granted

Expected option life (years)	2-4
Expected stock price volatility	227 to 258	%
Expected dividend yield	-
Risk-free interest rate	0.44 to 0.54	%

Stock option activity

	Shares			Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Price		Aggregate Intrinsic Value
Options:
Outstanding at July 1, 2021		13,594,259		$	0.08
Granted		562,500		$	0.13
Exercised, converted		-		$	0.00
Forfeited / exchanged / modification		(542,027	)	$	0.07
Outstanding at December 31, 2021		13,614,732		$	0.11		2.5	$	-
Exercisable at December 31, 2021		9,557,364		$	0.08		3.0
Number of options available for grant at end of period		426,870

Schedule of nonvested shares

Options	Shares			Weighted-Average Grant-Date Fair Value
Nonvested at July 1, 2021		12,130,179		$	0.08
Granted		562,500		$	0.13
Vested		(542,027	)	$	0.07
Forfeited		(955,733	)	$	0.08
Nonvested at December 31, 2021		11,194,920		$	0.08

Summary of warrant outstanding

Warrants	Remaining Number Outstanding		Weighted Average Remaining Life (Years)		Weighted Average Exercise Price
Warrants - SEDA Financing		86,957		1.80	$	1.15
Warrants - Issued with Convertible Notes		600,000		2.23	$	0.75
Warrants - Securities Purchase Agreement		360,577		3.02	$	0.78
Warrants A - Securities Purchase Agreement		28,072,364		3.02	$	0.16
Total		29,119,898
Aggregate intrinsic value at December 31, 2021	$	0

XML

Description of Business (Details) - USD ($)	Dec. 31, 2021	Jun. 30, 2021	Dec. 31, 2020	Sep. 30, 2020
Additional Paid in Capital	$ 22,323,998	$ 17,492,411		$ 16,725,897
Preferred stock value	$ 324	$ 324
Convertible Preferred Stock Series A [Member]
Preferred stock value				$ 324
Preferred stock, shares			324,325	324,325
Convertible Preferred Stock Series B [Member]
Preferred stock value				$ 8
Preferred stock, shares			7,567	7,567
Effect of Change [Member]
Additional Paid in Capital				$ 3,788
Effect of Change [Member] | Convertible Preferred Stock Series A [Member]
Preferred stock value				$ (2,676)
Preferred stock, shares			(2,675,675)	(2,675,675)
Effect of Change [Member] | Convertible Preferred Stock Series B [Member]
Preferred stock value				$ (1,112)
Preferred stock, shares			(1,112,433)	(1,112,433)
As Reported [Member]
Additional Paid in Capital				$ 16,722,110
As Reported [Member] | Convertible Preferred Stock Series A [Member]
Preferred stock value				$ 3,000
Preferred stock, shares			3,000,000	3,000,000
As Reported [Member] | Convertible Preferred Stock Series B [Member]
Preferred stock value				$ 1,120
Preferred stock, shares			1,120,000	1,120,000

XML

Description of Business (Details 1) - USD ($)	Dec. 31, 2021	Jun. 30, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020
Derivative liability	$ 0	$ 6,601,339		$ 6,601,339
Total current liabilities	3,142,645	9,570,333		9,570,333
Total liabilities	3,642,645	10,628,310		10,628,310
Accumulated deficit				24,806,182
Total equity (deficit)				(7,224,121)
Total equity (deficit)	$ (805,195)	$ (7,224,121)	$ (7,167,114)		$ (3,223,148)
Effect of Change [Member]
Derivative liability				6,601,339
Total current liabilities				6,601,339
Total liabilities				6,601,339
Accumulated deficit				6,601,339
Total equity (deficit)				6,601,339
As Reported [Member]
Derivative liability				0
Total current liabilities				3,383,426
Total liabilities				4,485,904
Accumulated deficit				17,409,029
Total equity (deficit)				$ 3,887,031

XML

Description of Business (Details 2) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Unrealized gain(loss) on derivative				$ (2,792,563)
Other income/ (expense)				(3,007,794)
Net loss	$ (1,373,858)	$ (4,255,748)	$ 1,585,128	$ (4,200,468)
Earnings (loss) per share - Basic				$ (0.05)
Earnings (loss) per share - Diluted			$ 0.01	$ (0.02)
Effect of Change [Member]
Unrealized gain(loss) on derivative				$ (2,792,563)
Other income/ (expense)				(2,792,563)
Net loss				$ (2,792,563)
Earnings (loss) per share - Basic				$ (0.03)
Earnings (loss) per share - Diluted				$ 0
As Reported [Member]
Unrealized gain(loss) on derivative				$ 0
Other income/ (expense)				(215,231)
Net loss				$ (1,407,905)
Earnings (loss) per share - Basic				$ (0.02)
Earnings (loss) per share - Diluted				$ (0.02)

XML

Description of Business (Details 3) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Net loss	$ (1,373,858)	$ (4,255,748)	$ 1,585,128	$ (4,200,468)
Loss (gain) on derivative liability				(2,792,563)
Effect of Change [Member]
Net loss				(2,792,563)
Loss (gain) on derivative liability				(2,792,563)
As Reported [Member]
Net loss				(1,407,905)
Loss (gain) on derivative liability				$ 0

XML

Description of Business (Details 4) - USD ($)	Dec. 31, 2021	Jun. 30, 2021	Sep. 30, 2020	Jun. 30, 2019
Accumulated deficit	$ (23,221,054)	$ (24,806,182)	$ (23,977,270)	$ (21,079,177)
Effect of Change [Member]
Accumulated deficit			(6,568,241)
As Reported [Member]
Accumulated deficit			$ (17,409,029)

XML

Description of Business (Details Narrative) - USD ($)	1 Months Ended		6 Months Ended
	Mar. 24, 2017	Mar. 23, 2017	Dec. 31, 2021	Oct. 13, 2021	Aug. 13, 2021	Jun. 30, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2019
Net Income			$ 1,585,129
Cash			452,251
Accumulated deficit			(23,221,054)			$ (24,806,182)		$ (23,977,270)	$ (21,079,177)
Description for forward stock split	9.25 shares of Common Stock were issued for every 1 share of Common Stock issued and outstanding immediately prior to the forward split.
Net loss from operations			$ 1,585,128
Common stock shares authorized			700,000,000		150,000,000	700,000,000	150,000,000
Working capital deficit			$ 2,616,897
Preferred stock par value			$ 0.001	$ 0.001		$ 0.001	$ 0.001
January and June of 2018 and June 30, 2019 [Member]
Preferred stock shares converted			19,459
Effect of Change [Member]
Accumulated deficit								(6,568,241)
As Reported [Member]
Accumulated deficit								$ (17,409,029)
Convertible Preferred Stock Series A [Member]
Common stock shares issuable upon conversion of preferred stock		250,000					111,821,225
Preferred stock, shares							324,325	324,325
Common stock diluted shares outstading upon conversion of preferred stock							242,856,839
Common stock issuable in excess of authorized upon conversion of preferred stock							92,856,839
Convertible Preferred Stock Series A [Member] | Effect of Change [Member]
Preferred stock, shares							(2,675,675)	(2,675,675)
Convertible Preferred Stock Series A [Member] | As Reported [Member]
Preferred stock, shares							3,000,000	3,000,000
Convertible Preferred Stock Series A [Member] | Merger agreement [Member]
Preferred stock par value	$ 0.001
Preferred stock shares outstanding, incorrectly stated	3,000,000
Shares issued pre split, new issue under agreement		27,027
Convertible Preferred Stock Series B [Member]
Preferred stock, shares							7,567	7,567
Convertible Preferred Stock Series B [Member] | Effect of Change [Member]
Preferred stock, shares							(1,112,433)	(1,112,433)
Convertible Preferred Stock Series B [Member] | As Reported [Member]
Preferred stock, shares							1,120,000	1,120,000
Convertible Preferred Stock Series B [Member] | Private Placement [Member]
Preferred stock subscriptions received but unissued		27,027
Common stock shares issuable upon conversion of preferred stock		16
Common stock value issuable upon conversion of preferred stock		250,000
Convertible Preferred Stock Series B [Member] | Merger agreement [Member]
Preferred stock par value	$ 0.001

XML

Summary of Significant Accounting Policies (Details Narrative) - shares	6 Months Ended
	Dec. 31, 2020	Sep. 30, 2020
Summary of Significant Accounting Policies
Warrants issued		29,119,898
Stock options vested	1,998,444
Debt conversion converted instrument shares issued	14,879,132

XML

Fixed Assets and Intangible Assets (Details) - USD ($)	Dec. 31, 2021	Jun. 30, 2021
Fixed Assets and Intangible Assets (Details)
Software platform	$ 4,482,225	$ 4,482,225
Furniture and fixtures	1,500	1,500
Less accumulated amortization	2,170,523	(1,809,801)
Property and equipment, net	$ 2,311,702	$ 2,673,924

XML

Fixed Assets and Intangible Assets (Details 1)	Dec. 31, 2021 USD ($)
Fixed Assets and Intangible Assets (Details)
2022	$ 724,445
2023	724,445
2024	724,445
2025	138,367
Total Unamortized expense	$ 2,311,701

XML

Fixed Assets and Intangible Assets (Details Narrative) - USD ($)		3 Months Ended
	Nov. 06, 2018	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2021	Jun. 30, 2021	Aug. 30, 2020
Common stock shares issued				81,772,802	81,772,802
GTI [Member]
Common stock shares issued						366,667
Fair market value			$ 262,500
GTI [Member] | Loyalty Software [Member]
Purchase of software consideration transferred or transferrable, shares issued	2,916,667
Purchase of software consideration paid in cash	$ 450,000
Amortization expense		$ 362,222	$ 362,222
Purchase of software total consideration paid or payable	$ 3,010,000

XML

Capital Stock and Equity Transactions (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Oct. 13, 2021	Aug. 13, 2021	Jun. 30, 2021	Sep. 30, 2020
Total shares					324,325
Common stock, shares authorized (in shares)	700,000,000	150,000,000	700,000,000	150,000,000		150,000,000	700,000,000
Derivative liability					$ 4,392,870			$ 838,303
Net loss			$ 371,487
Issuance of Common Stock shares issued to employes, Shares			733,938	1,124,832
Issuance of Common Stock shares issued to employes, Amount			$ 65,514	$ 96,962
Common Stock shares issued to vendors for services rendered, Shares			1,019,505	10,000
Common Stock shares issued to vendors for services rendered, Amount			$ 22,300	$ 71,980
Unrealized gain (loss) on derivative	$ (838,303)	$ (3,714,877)	$ 2,208,469	$ (2,792,563)
Common stock, par value (in dollars per share)	$ 0.001		$ 0.001				$ 0.001
Preferred stock, shares authorized (in shares)	10,000,000		10,000,000				10,000,000
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001	$ 0.001	$ 0.001	$ 0.001		$ 0.001
Preferred Stock Series A [Member]
Preferred stock, par value (in dollars per share)	$ 0.001		$ 0.001				$ 0.001
Aggeregate shares of common stock			324,325
Common stock shares issued upon conversion of preferred stock			111,821,225
Diluted common shares			266,844,602
Outstanding shares of common stock			55.00%
Series B Preferred Stock [Member]
Aggeregate shares of common stock			7,567
Common stock shares issued upon conversion of preferred stock			1,120,064

XML

Debt (Details) - USD ($)	6 Months Ended
	Dec. 31, 2021	Jun. 30, 2021
Less current portion of notes payable	$ 1,729,802	$ 1,729,802
Total notes payable	2,229,802	2,787,779
Notes payable, Non-current portion	500,000	1,057,977
Convertible Notes Payable [Member]
Total notes payable	$ 150,000	150,000
Debt instrument maturity date description	Due on Demand
Convertible Notes Payable One [Member]
Total notes payable	$ 440,000	440,000
Debt instrument maturity date description	Due on Demand (
Convertible Notes Payable Three [Member]
Total notes payable	$ 244,802	244,802
Debt instrument maturity date description	Due on Demand
Convertible Notes Payable Four [Member]
Total notes payable	$ 300,000	300,000
Debt instrument maturity date description	Due on Demand
ConvertibleNotesPayableTwo [Member]
Total notes payable	$ 220,000	220,000
Debt instrument maturity date description	Due on Demand
Convertible Notes Payable Five [Member]
Total notes payable	$ 25,000	25,000
Debt instrument maturity date description	Due on Demand
Convertible Notes Payable Six [Member]
Total notes payable	$ 350,000	350,000
Debt instrument maturity date description	Due on Demand
Convertible Notes Payable Seven [Member]
Total notes payable	$ 0	557,977
Debt instrument maturity date description	May 29 ,2022
Convertible Notes Payable Eight [Member]
Total notes payable	$ 500,000	$ 500,000
Debt instrument maturity date description	April 30, 2050

XML

Debt (Details Narrative)	1 Months Ended				3 Months Ended	6 Months Ended		12 Months Ended
	Mar. 30, 2021 USD ($)	Apr. 30, 2020 USD ($)	Sep. 21, 2018 USD ($) integer $ / shares shares	Feb. 28, 2018 USD ($)	Mar. 31, 2020 USD ($)	Dec. 31, 2021 USD ($) shares	Dec. 31, 2020 USD ($)	Jun. 30, 2019 USD ($) integer $ / shares	Sep. 30, 2020 USD ($)
Weighted average interest rate						5.13%	5.65%
Accrued interest						$ 428,929	$ 186,360
Repayment of debt								$ 402,000
Debt Extinguishment								533,000
Amount of unpaid principal and interest balance						317,958
Remaining principal amount								90,125
Proceeds from issuance of common stock						0	4,037,888	$ 131,000
Interest expenses						57,286	141,971
Debt instrument, exchange amount						300,000	$ 131,000
EIDL [Member]
Note issued		$ 500,000
Interest Rate		3.75%
Loan amount		$ 2,437
American Express National Bank [Member]
Interest Rate	10.00%								0.01%
Loan granted by company	$ 557,977
Note Payable									$ 602,478
Promissory Note [Member] | Related Party [Member]
Amount of unpaid principal and interest balance						367,792
Increased in interest					0.12%
Cash payments in exchange of promissory note					$ 565,000
Convertable promissory note					$ 600,000
Maturity date					Dec. 01, 2020
Repayment of promissory note balance					$ 300,000
Promissory Note One [Member] | Related Party [Member]
Amount of unpaid principal and interest balance						$ 30,633
Increased in interest						12.00%	0.12%
Convertable promissory note						$ 50,000	$ 50,000
Repayment of promissory note balance						25,000	$ 25,000
Investors [Member]
Amount of unpaid principal and interest balance						$ 592,445
Investors [Member] | 2018 [Member]
Convert the loan into shares of common stock | shares						437,500
Investors [Member] | Several Promissory Notes [Member]
Amount of unpaid principal and interest balance						$ 301,768
Interest Rate			0.10%					0.07%
Amortization of beneficial conversion feature								$ 801,741
Beneficial Conversion Feature								839,378
Note issued			$ 440,000					960,000
Exchange for cash payment			$ 400,000					$ 900,000
Debt Instrument, Term			12 months					18 months
Increased in interest			0.12%					0.15%
Number of installments | integer			6					12
Discount on conversion common stock			0.20%					0.20%
Warrant to purchase shares of common stock | shares			200,000
Amortization of warrants			$ 62,862
Warrant period			5 years
Debt default, description						In March 2020, $220,000 of the 2018 Notes have been fully extinguished and the remaining $220,000 is in default and payable upon demand.
Common stock price per share | $ / shares			$ 0.75					$ 0.75
Convertible debt									$ 220,000
Common stock purchase price per share | $ / shares			$ 7					$ 0.75
Investors [Member] | Promissory Note [Member]
Amount of unpaid principal and interest balance						$ 220,027
Debt instrument, exchange amount				$ 132,000
Interest Rate			1.00%
Note issued			$ 440,000	$ 150,000
Exchange for cash payment			$ 400,000
Debt Instrument, Term			12 months
Increased in interest			12.00%
Number of installments | integer			6
Discount on conversion common stock			20.00%
Warrant to purchase shares of common stock | shares			200,000
Warrant period			5 years
Common stock price per share | $ / shares			$ 0.75
Common stock purchase price per share | $ / shares			$ 0.70
Maturity date				Aug. 08, 2019
Original issue discount				$ 18,000
Investors [Member] | Promissory Note Two [Member]
Note Payable						$ 350,000

XML

Stock Based Compensation (Details)	6 Months Ended
	Dec. 31, 2021
Weighted Average Assumptions
Expected dividend yield	0.00%
StockOptions [Member] | Minimum [Member]
Weighted Average Assumptions
Expected option life (years)	2 years
Expected stock price volatility	227.00%
Risk-free interest rate	0.44%
StockOptions [Member] | Maximum [Member]
Weighted Average Assumptions
Expected option life (years)	4 years
Expected stock price volatility	258.00%
Risk-free interest rate	0.54%

XML

Stock Based Compensation (Details 1) - Stock Option [Member]	6 Months Ended
	Dec. 31, 2021 $ / shares shares
Beginning of year	13,594,259
Granted	562,500
Forfeited / exchanged / modification	(542,027)
Exercised, converted	0
End of Period	13,614,732
Number of options exercisable at end of period	9,557,364
Number of options available for grant at end of period	426,870
Weighted-average exercise price, beginning balance | $ / shares	$ 0.08
Weighted-average exercise price, granted | $ / shares	0.13
Weighted-average exercise price, exercised | $ / shares	0.00
Weighted-average exercise price, forfeited / exchanged / modification | $ / shares	0.07
Weighted-average exercise price, end of period | $ / shares	0.11
Exercisable at end of period | $ / shares	$ 0.08
Weighted-Average Remaining Contractual Price, outstanding	2 years 6 months
Weighted-average remaining contractual price, exercisable	3 years

XML

Stock Based Compensation (Details 2)	6 Months Ended
	Dec. 31, 2021 USD ($) $ / shares shares
Stock Based Compensation
Options, nonvested beginning balance | shares	12,130,179
Options, granted | shares	562,500
Options, vested | $	$ (542,027)
Options, forfeited | shares	(955,733)
Options, nonvested ending balance | shares	11,194,920
Weighted-average grant-date fair falue, nonvested beginning	$ 0.08
Weighted-average grant-date fair falue, granted	0.13
Weighted-average grant-date fair falue, vested	0.07
Weighted-average grant-date fair falue, forfeited	0.08
Weighted-average grant-date fair falue, nonvested ending	$ 0.08

XML

Stock Based Compensation (Details 3)	6 Months Ended
	Dec. 31, 2021 USD ($) $ / shares shares
Remaining Number Outstanding	29,119,898
Aggregate Intrinsic Value | $	$ 0
Warrants - Securities Purchase Agreement [Member]
Remaining Number Outstanding	360,577
Weighted Average Remaining Life (Years)	3 years 7 days
Weighted Average Exercise Price | $ / shares	$ 0.78
Warrants - SEDA Financing [Member]
Remaining Number Outstanding	86,957
Weighted Average Remaining Life (Years)	1 year 9 months 18 days
Weighted Average Exercise Price | $ / shares	$ 1.15
Warrants-Issued with Convertible Notes [Member]
Remaining Number Outstanding	600,000
Weighted Average Remaining Life (Years)	2 years 2 months 23 days
Weighted Average Exercise Price | $ / shares	$ 0.75
Warrants A- Financing (expired July 2020) [Member]
Remaining Number Outstanding	28,072,364
Weighted Average Remaining Life (Years)	3 years 7 days
Weighted Average Exercise Price | $ / shares	$ 0.16

XML

Stock Based Compensation (Details Narrative) - StockOptions [Member] - USD ($)	6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Stock based compensation	$ 264,628
Average fair value of stock options granted	$ 0.14	$ 0.07
Unrecognized compensation expense	$ 2,268,871
Unvested stock options	11,194,920
Weighted average vesting period	3 years
Equity Incentive Plan 2017 [Member]
Stock options exercisable period	4 years
Description for shares issuable upon exercise of options	The number of shares authorized to be issued under the equity incentive plan was increased from 10,000,000 to 25,000,000 through consent of stockholders to amend and restate the equity incentive plan
Equity Incentive Plan 2017 [Member] | Maximum [Member]
Options issued for purchase of common shares	25,000,000

XML

Related Party Transactions (Details Narrative) - March 2020 [Member]	6 Months Ended
	Dec. 31, 2021 USD ($)
Chief Executive Officer [Member]
Interest rate	12.00%
Maturity date	Dec. 31, 2020
Convertible promissory note	$ 600,000
Principal payment of debt	300,000
Cash payments in exchange of promissory note	$ 565,000
Chief Technology Officer [Member]
Interest rate	12.00%
Maturity date	Jan. 01, 2021
Principal payment of debt	$ 25,000
Convertible promissory note	$ 50,000

XML

Leases (Details Narrative)	6 Months Ended
	Dec. 31, 2021 USD ($)
Leases
Monthly lease expense	$ 51,786