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 September 30, 2023

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 November 14, 2023 was 99,428,575

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	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 4.	Controls and Procedures	19
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3.	Defaults Upon Senior Securities	20
Item 4.	Mine Safety Disclosures	20
Item 5.	Other Information	20
Item 6.	Exhibits	21
	SIGNATURES	22

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
	September 30, 2023			June 30, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	202,931		$	445,721
Accounts receivable (net of allowance for doubtful accounts of $49,982 and $14,037, respectively,)		127,200			135,476
Prepaid expenses and other current assets		15,732			29,268
Total current assets		345,863			610,465
Noncurrent assets:
Fixed assets and intangible assets, net		1,043,922			1,225,034
Total assets	$	1,389,785		$	1,835,499
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	312,053		$	308,840
Accrued liabilities		1,089,327			1,165,815
Deferred revenue		7,012			10,029
Debt, related party (Note 9)		107,817			107,817
Debt		993,802			1,036,491
Total current liabilities		2,510,011			2,628,992
Debt, net of current portion		470,756			485,378
Total liabilities		2,980,767			3,114,370
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 September 30, 2023 and June 30, 2023, 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 September 30, 2023 and June 30, 2023, respectively		8			8
Common stock, $0.001 par value; 700,000,000 shares authorized; 99,428,575 shares issued and outstanding at September 30, 2023 and 99,428,575 shares issued and outstanding at June 30, 2023		99,428			99,428
Additional paid in capital		23,143,554			23,057,067
Accumulated deficit		(24,834,296	)		(24,435,698	)
Total stockholders’ equity (deficit)		(1,590,982	)		(1,278,871	)
Total liabilities and stockholders’ equity (deficit)	$	1,389,785		$	1,835,499

See accompanying notes to condensed consolidated financial statements.

3

LEAFBUYER TECHNOLOGIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three months Ended September 30,
	2023			2022
Revenue	$	1,169,622		$	1,128,665
Cost of sales		813,344			652,520
Gross profit		356,278			476,145
Operating expenses:
Selling expenses		196,371			161,314
General and administrative		249,504			163,163
Personnel expenses		184,926			188,210
Stock based compensation expense		86,486			122,449
Total operating expenses		717,287			635,136
Loss from operations		(361,009	)		(158,991	)
Interest expense		(37,624	)		(51,027	)
Unrealized gain (loss) on derivative		-			-
Forgiveness of PPP loan		-			-
Other Income		35			46
Net income	$	(398,598	)	$	(209,972	)
Earnings per common share:
Basic	$	0.00		$	0.00
Fully diluted		0.00			0.00
Weighted average common shares outstanding:
Basic		99,428,575			94,040,463
Fully diluted		151,137,140			145,749,028

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
	# of Shares		Amount		# of Shares		Amount		# of Shares		Amount		APIC		Acc Deficit			Total
Balance, June 30, 2022		324,325	$	324		7,567	$	8		93,316,288	$	93,315	$	22,344,293	$	(23,850,489	)	$	(1,412,547	)
Stock based compensation		-		-		-		-		-		-		88,211		-			88,211
Issuance of common stock for vendor payments		-		-		-		-		600,000		600		27,900		-			28,500
Issuance of common stock as employee compensation		-		-		-		-		698,735		699		33,539		-			34,238
Net gain		-		-		-		-		-		-		-		(209,972	)		(209,972	)
Balance, September 30, 2022		324,325	$	324		7,567	$	8		94,615,023	$	94,614	$	22,493,943	$	(24,060,461	)	$	(1,471,572	)

	Preferred Stock A				Preferred Stock B				Common Stock
	# of Shares		Amount		# of Shares		Amount		# of Shares		Amount		APIC		Acc Deficit			Total
Balance, June 30, 2023		324,325	$	324		7,567	$	8		99,428,575	$	99,428	$	23,057,067	$	(24,425,698	)	$	(1,278,871	)
Stock based compensation		-		-		-		-						86,487					86,487
Issuance of common stock for vendor  payments		-		-		-		-
Issuance of common stock as employee compensation		-		-		-		-
Net loss		-		-		-		-								(398,598	)		(398,598	)
Balance, September 30, 2023		324,325	$	324		7,567	$	8		99,428,575	$	99,428	$	23,143,554	$	(24,834,296	)	$	(1,590,982	)

See accompanying notes to condensed consolidated financial statements.

5

LEAFBUYER TECHNOLOGIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
	Three months Ended September 30,
	2023			2022
Cash flows from operating activities:
Net Loss	$	(398,598	)	$	(209,972	)
Adjustments to reconcile net income to net cash used in operating activities:
Stock based compensation		86,487			122,449
Stock for services		-			28,500
Amortization of note payable discount		-			-
Loss (gain) on derivative liability		-			-
Forgiveness of PPP loan		-			-
Depreciation and amortization		181,112			181,111
Changes in assets and liabilities:
Accounts receivable		8,276			2,488
Prepaid expenses and other		13,536			8,376
Accounts payable		3,213			(42,048	)
Accrued liabilities		(79,505	)		(124,495	)
Net cash used in operating activities		(185,479	)		(33,591	)
Cash flows from investing activities:
Net cash used in investing activities		-			-
Cash flows from financing activities:
Repayment of Debt		(57,311	)		(108,333	)
Net cash provided by financing activities		(57,311	)		(108,333	)
Net change in cash and cash equivalents		(242,790	)		(141,924	)
Cash and cash equivalents, beginning of period		445,721			367,245
Cash and cash equivalents, end of period	$	202,931		$	225,321
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-
Supplemental information for non-cash investing and financing activities:
Issuance of common stock for vendor payments	$	-		$	28,500

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 September 30, 2023, 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 September 30, 2023, we had $202,931 in cash and cash equivalents and a working capital deficit of $2,164,148. We are dependent on funds raised through equity financing. Our cumulative net loss of $24,435,698 was funded by debt and equity financing and we reported a net loss from operations of $398,598 for the three months ended September 30, 2023. 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

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, 2023 Form 10-K. During the three months ended September 30, 2023, 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 quarter ended September 30, 2023 and September 30,2022.

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.

8

Note 3 — Fixed Assets and Intangible Assets

Fixed Assets and intangible assets consist of the following 

	September 30, 2023			June 30, 2023
Software platform	$	4,482,225		$	4,482,225
Furniture and fixtures		1,500			1,500
Less accumulated amortization		(3,438,302	)		(3,258,691	)
Property and equipment, net	$	1,043,922		$	1,225,034

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 2,916,667 shares 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 366,667 for a value of $262,500 was issued to shareholders of GTI as final settlement of the 2018 agreement. Since the period ended September 30, 2021 there has been no software capitalized.

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 $181,112 during the three months ended September 30, 2023 and for the same period ended 2022 amortization expenses was $181,111. Amortization expense for the next five years is as follows:

2024	$	724,445
2025		319,478
Total Unamortized Expense	$	1,043,922

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 September 30, 2023. 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 September 30, 2023.

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 7,567 shares of Series B Convertible Preferred Stock are convertible into 1,120,064 shares of common stock.

Issuance of Common Stock

During the three months period ended September 30, 2022 the Company issued 698,735 shares of Common Stock to employees. These shares were valued at fair market value of $40,135 and expensed in the accompanying Condensed Consolidated Statement of Operations.

During the three months ended September 30, 2022, the Company issued 600,000 shares of Common Stock to vendors for services rendered. These shares were valued at fair market value of $29,500 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 $251,392, accruing at 12% at September 30, 2023, 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 September 30, 2023, the Convertible Note is payable upon demand and total unpaid principal and interest outstanding is approximately $269,402.

9

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 September 30, 2023, the total unpaid principal and interest is approximately $345,611.

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 September 30, 2023, the total unpaid principal and interest is approximately $376,657.

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 and in July 2022 the Company repaid $100,000 of the promissory note balance. The note is in default and due upon demand and the interest rate was increased to 12%. As of September 30, 2023, the total unpaid principal and interest is approximately $147,322.

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 and in July 2022 repaid $8,333 of the promissory note balance. The note is in default and the interest rate increased to 12%. As of September 30, 2023, the total unpaid principal and interest is approximately $12,732.

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.

10

The Company recognized 37,624 and 51,027 of interest expense for the three months ended September 30, 2023 and 2022, respectively. As of September 30, 2023 and 2022, accrued interest on the above notes was $746,980 and $603,639, respectively. The weighted average interest rates as of September 30, 2023 and 2022 was 5.49% and 6.47%. 

Notes payable and long-term debt outstanding as of September 30, 2023 and June 30, 2023 are summarized below:

	Maturity Date	September 30, 2023		June 30, 2023
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		29,000		79,000
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 $0, respectively	Due on Demand		244,802		244,802
8% $600,000 Related Party Note Payable, net of unamortized discount of $0 and $0 respectively	Due on Demand		100,000		100,000
8% $50,000 Related Party Note Payable	Due on Demand		7,817		7,817
5% Note Payable	Due on Demand (1)		350,000		350,000
			-		-
3.75% SBA EIDL Note Payable	April 30, 2050		470,756		478,067
Total notes payable			1,572,375		1,629,686
Less current portion of notes payable			1,101,619		1,144,108
Notes payable, net of current portion		$	470,756	$	485,378

⁽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.

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Note 6 — Commitments and Contingencies

The Company records tax contingencies when the exposure item becomes probable and reasonably estimable. As of September 30, 2023, 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 20,000,000. 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 September 30, 2023:

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%

12

A summary of option activity under the employee share option pan as of September 30, 2023 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, 2023		17,774,000	$	0.06
Granted		-	$	0.00
Exercised, converted		-	$	0.00
Forfeited / exchanged / modification		-	$	0.00
Outstanding at September 30, 2023		17,774,000	$	0.06		0.5	$	-
Exercisable at September 30, 2023		5,330,411	$	0.11		2.0
Number of options available for grant at end of period		426,870

A summary of the status of the Company’s nonvested shares as of September 30, 2023, and changes during the year quarter September 30, 2023, is presented below:

Options	Shares		Weighted-Average Grant-Date Fair Value
Nonvested at July 1, 2023		662,608	$	0.11
Granted		0	$	0.00
Vested		-	$	0.00
Forfeited		-	$	0.00
Nonvested at September 30, 2023		662,608	$	0.11

Stock-based compensation expense attributable to stock options was approximately $86,487 for the quarter ended September 30, 2023. As of September 30, 2023, there was approximately $241,713 of unrecognized compensation expense related to 13,450,170 nonvested stock options outstanding, and the weighted average vesting period for those options was 1 year.

13

Warrants

At September 30, 2023, 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 A - Securities Purchase Agreement		28,072,364		0.75	$	0.17
Total		28,072,364
Aggregate intrinsic value at September 30, 2023	$	0

Note 9 — Related Party Transactions

In March 2020, the Company entered into a promissory note with the Chief Executive Officer for $600,000 in exchange for a total of a $565,000 cash payment. The note matured in December 2020 and $500,000 of 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 $42,183 of 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, 2023 the Company extended its Denver Colorado headquarter lease for 12 months through December 31, 2023. 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.

Note 11 — Subsequent Events – nothing to report

14

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 months ended September 30, 2023 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 September 30, 2023. 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, 2023, 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. We provide retention tools to those companies 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 their menus, deals and create real-time messages to communicate with consumers 24/7/365. 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 SMS, MMS as well as push notifications within a custom branded application. Our website, Leafbuyer.com, and its progressive web application, hosts a robust search algorithm like popular travel or hotel sites, where our clients’ 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. In November of 2020 Leafbuyer Technologies Inc. completed a customizable white label application for the dispensary clients. Consumers can 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 innovative technologies that will serve cannabis dispensaries and product companies in attracting and retaining consumers.

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 have been, and will continue to be, aggressive in pursuing long-term opportunities.

We plan to grow organically through the aggressive deployment of sales and marketing resources into legal cannabis states. We understand that to obtain a significant market share we may need to look for acquisitions for a sizable portion of that growth. 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.

15

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 September 30, 2023 and 2022

	Three months Ended September 30,
	2023			2022			Change			%
Revenue	$	1,169,622		$	1,128,665		$	37,939			3	%
Cost of revenue		813,344			652,520			160,824			25	%
Gross profit		356,278			476,145			(122,885	)		(26	)%
Total operating expenses		717,287			635,136			24,906			4	%
Gain (loss) on derivative liability		-			-
Gain of PPP Forgiveness		-			-
Interest expense & other income		(37,589	)		(50,981	)		(13,392	)		(26	)%
Net income	$	(398,598	)	$	(209,972	)	$	(134,399	)		(64	)%

Revenues

During the three months ended September 30, 2023, we generated $1.17 million of revenues, compared to revenues of $1.13 million during the three months ended September 30, 2022. The slight increase was primarily due to the additional text services.

Gross Profit

Gross profit decreased to $356,278 for the period ended September 30, 2023 which was an decrease over the same period ended September 30, 2022 of 119,867. Gross profit as a percentage of revenue decreased from 42% to 30% for because of the $100k of additional cost for text services.

Expenses

During the three months ended September 30, 2023, we incurred total operating expenses of $717,287 compared to $635,136 for the same period ending in 2022. The 13% increase in operating costs is primarily because of a one-time recruiting fee and increase computer and internet fees.

Interest expense was $37,624 for the three months ended September 30, 20232 compared to interest expense of $51,027 for the same period ending September 30, 2022, because of the reduction in notes payable during the year.

16

Net Income

During the three months ended September 30, 2023 we realized a net loss of $398,598, compared to a net loss of $209,972 for the three months ended September 30, 2022.

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 September 30, 2023 we had $202,931 in cash and cash equivalents.

Cash Flows

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

	Three months Ended September,
	2023			2022
Net cash used in operating activities	$	(185,479	)	$	(33,591	)
Net cash used in investing activities	$	-		$	-
Net cash provided by financing activities	$	(57,311	)	$	(108,333	)

As of September 30, 2023, we had $202,931 in cash and cash equivalents and a working capital deficit of $2,164,148. We are dependent on funds raised through equity financing. Our cumulative net loss of $24,834,296 was funded by equity financing and we reported a net loss from operations of $398,598 for the three months ended September 30, 2023. During the three months ending September 30, 2023, 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 September 30, 2023 and June 30, 2023.

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, 2023 form 10-K in the Critical Accounting Policies section of Management’s Discussion and Analysis of Financial Condition and Results of Operations.

17

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, 2023 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.

18

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, 2023. 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 September 30, 2023 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 September 30, 2023, 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.

19

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

20

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.

21

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: November 14, 2023	By:	/s/ Kurt Rossner
		Kurt Rossner
		Chief Executive Officer, Director (principal executive officer)
	By:	/s/ Mark Breen
		Mark Breen
		Chief Financial Officer and Director

22

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: November 14, 2023
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: November 14, 2023
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 September 30, 2023, 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: November 14, 2023
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 September 30, 2023, 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: November 14, 2023
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	3 Months Ended
	Sep. 30, 2023	Nov. 14, 2023
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	Sep. 30, 2023
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Entity Ex Transition Period	true
Entity Common Stock Shares Outstanding		99,428,575
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

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2023	Jun. 30, 2023
Current assets:
Cash and cash equivalents	$ 202,931	$ 445,721
Accounts receivable (net of allowance for doubtful accounts of $49,982 and $14,037, respectively,)	127,200	135,476
Prepaid expenses and other current assets	15,732	29,268
Total current assets	345,863	610,465
Noncurrent assets:
Fixed assets and intangible assets, net	1,043,922	1,225,034
Total assets	1,389,785	1,835,499
Current liabilities:
Accounts payable	312,053	308,840
Accrued liabilities	1,089,327	1,165,815
Deferred revenue	7,012	10,029
Debt, related party (Note 9)	107,817	107,817
Debt	993,802	1,036,491
Total current liabilities	2,510,011	2,628,992
Debt, net of current portion	470,756	485,378
Total liabilities	2,980,767	3,114,370
Commitments and contingencies (Note 6)	0	0
Stockholders' Equity (Deficit):
Common stock, $0.001 par value; 700,000,000 shares authorized; 99,428,575 shares issued and outstanding at September 30, 2023 and 99,428,575 shares issued and outstanding at June 30, 2023	99,428	99,428
Additional paid in capital	23,143,554	23,057,067
Accumulated deficit	(24,834,296)	(24,435,698)
Total stockholders' equity (deficit)	(1,590,982)	(1,278,871)
Total liabilities and stockholders' equity (deficit)	1,389,785	1,835,499
Convertible Series A Preferred Shares [Member]
Stockholders' Equity (Deficit):
Preferred stock, value	324	324
Convertible Series B Preferred Shares [Member]
Stockholders' Equity (Deficit):
Preferred stock, value	$ 8	$ 8

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Sep. 30, 2023	Jun. 30, 2023
Allowance For Doubtful Accounts	$ 49,982	$ 14,037
Common Stock, Par Value	$ 0.001	$ 0.001
Common Stock, Shares Authorized	700,000,000	700,000,000
Common Stock, Shares Issued	99,428,575	99,428,575
Common Stock, Shares Outstanding	99,428,575	99,428,575
Preferred Stock, Par Value	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Convertible Series A Preferred Shares [Member]
Preferred Stock, Par Value	$ 0.001	$ 0.001
Preferred Stock, Shares Issued	324,325	324,325
Preferred Stock, Shares Outstanding	324,325	324,325
Preferred Stock, Shares Designated	324,325	324,325
Convertible Series B Preferred Shares [Member]
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
Preferred Stock, Shares Outstanding	7,568	7,568
Preferred Stock, Shares Designated	27,027	27,027

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Revenue	$ 1,169,622	$ 1,128,665
Cost of sales	813,344	652,520
Gross profit	356,278	476,145
Operating expenses:
Selling expenses	196,371	161,314
General and administrative	249,504	163,163
Personnel expenses	184,926	188,210
Stock based compensation expense	86,486	122,449
Total operating expenses	717,287	635,136
Loss from operations	(361,009)	(158,991)
Interest expense	(37,624)	(51,027)
Unrealized gain (loss) on derivative	0	0
Forgiveness of PPP loan	0	0
Other Income	35	46
Net income	$ (398,598)	$ (209,972)
Earnings per common share:
Basic	$ 0.00	$ 0.00
Fully diluted	$ 0.00	$ 0.00
Weighted average common shares outstanding:
Basic	99,428,575	94,040,463
Fully diluted	151,137,140	145,749,028

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CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Total	Common Stock	Additional Paid-In Capital	Retained Earnings (Accumulated Deficit)	Preferred Stock Series A	Preferred Stock Series B
Balance, shares at Jun. 30, 2022		93,316,288			324,325	7,567
Balance, amount at Jun. 30, 2022	$ (1,412,547)	$ 93,315	$ 22,344,293	$ (23,850,489)	$ 324	$ 8
Stock based compensation	88,211	$ 0	88,211	0	0	0
Issuance of common stock for vendor payments, shares		600,000
Issuance of common stock for vendor payments, amount	28,500	$ 600	27,900	0	0	0
Issuance of common stock as employee compensation, shares		698,735
Issuance of common stock as employee compensation, amount	34,238	$ 699	33,539	0	0	0
Net gain	(209,972)	$ 0	0	(209,972)	$ 0	$ 0
Balance, shares at Sep. 30, 2022		94,615,023			324,325	7,567
Balance, amount at Sep. 30, 2022	(1,471,572)	$ 94,614	22,493,943	(24,060,461)	$ 324	$ 8
Balance, shares at Jun. 30, 2023		99,428,575			324,325	7,567
Balance, amount at Jun. 30, 2023	(1,278,871)	$ 99,428	23,057,067	(24,425,698)	$ 324	$ 8
Stock based compensation	86,487		86,487		0	0
Issuance of common stock for vendor payments, amount					0	0
Issuance of common stock as employee compensation, amount					0	0
Net gain	(398,598)			(398,598)	$ 0	$ 0
Balance, shares at Sep. 30, 2023		99,428,575			324,325	7,567
Balance, amount at Sep. 30, 2023	$ (1,590,982)	$ 99,428	$ 23,143,554	$ (24,834,296)	$ 324	$ 8

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited) - USD ($)	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net Loss	$ (398,598)	$ (209,972)
Adjustments to reconcile net income to net cash used in operating activities:
Stock based compensation	86,487	122,449
Stock for services	0	28,500
Amortization of note payable discount	0	0
Loss (gain) on derivative liability	0	0
Forgiveness of PPP loan	0	0
Depreciation and amortization	181,112	181,111
Changes in assets and liabilities:
Accounts receivable	8,276	2,488
Prepaid expenses and other	13,536	8,376
Accounts payable	3,213	(42,048)
Accrued liabilities	(79,505)	(124,495)
Net cash used in operating activities	(185,479)	(33,591)
Cash flows from investing activities:
Net cash used in investing activities	0	0
Cash flows from financing activities:
Repayment of Debt	(57,311)	(108,333)
Net cash provided by financing activities	(57,311)	(108,333)
Net change in cash and cash equivalents	(242,790)	(141,924)
Cash and cash equivalents, beginning of period	445,721	367,245
Cash and cash equivalents, end of period	202,931	225,321
Cash paid for interest	0	0
Cash paid for taxes	0	0
Supplemental information for non-cash investing and financing activities:
Issuance of common stock for vendor payments	$ 0	$ 28,500

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Description of Business

3 Months Ended

Sep. 30, 2023

Description of Business

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 September 30, 2023, 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 September 30, 2023, we had $202,931 in cash and cash equivalents and a working capital deficit of $2,164,148. We are dependent on funds raised through equity financing. Our cumulative net loss of $24,435,698 was funded by debt and equity financing and we reported a net loss from operations of $398,598 for the three months ended September 30, 2023. 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.

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Summary of Significant Accounting Policies

3 Months Ended

Sep. 30, 2023

Summary of Significant Accounting Policies

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, 2023 Form 10-K. During the three months ended September 30, 2023, 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 quarter ended September 30, 2023 and September 30,2022.

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.

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Fixed Assets and Intangible Assets

3 Months Ended

Sep. 30, 2023

Fixed Assets and Intangible Assets

Fixed Assets and Intangible Assets

Note 3 — Fixed Assets and Intangible Assets

Fixed Assets and intangible assets consist of the following 

	September 30, 2023			June 30, 2023
Software platform	$	4,482,225		$	4,482,225
Furniture and fixtures		1,500			1,500
Less accumulated amortization		(3,438,302	)		(3,258,691	)
Property and equipment, net	$	1,043,922		$	1,225,034

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 2,916,667 shares 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 366,667 for a value of $262,500 was issued to shareholders of GTI as final settlement of the 2018 agreement. Since the period ended September 30, 2021 there has been no software capitalized.

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 $181,112 during the three months ended September 30, 2023 and for the same period ended 2022 amortization expenses was $181,111. Amortization expense for the next five years is as follows:

2024	$	724,445
2025		319,478
Total Unamortized Expense	$	1,043,922

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Capital Stock and Equity Transactions

3 Months Ended

Sep. 30, 2023

Capital Stock and Equity Transactions

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 September 30, 2023. 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 September 30, 2023.

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 7,567 shares of Series B Convertible Preferred Stock are convertible into 1,120,064 shares of common stock.

Issuance of Common Stock

During the three months period ended September 30, 2022 the Company issued 698,735 shares of Common Stock to employees. These shares were valued at fair market value of $40,135 and expensed in the accompanying Condensed Consolidated Statement of Operations.

During the three months ended September 30, 2022, the Company issued 600,000 shares of Common Stock to vendors for services rendered. These shares were valued at fair market value of $29,500 and expensed in the accompanying Condensed Consolidated Statement of Operations.

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Debt

3 Months Ended

Sep. 30, 2023

Debt

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 $251,392, accruing at 12% at September 30, 2023, 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 September 30, 2023, the Convertible Note is payable upon demand and total unpaid principal and interest outstanding is approximately $269,402.

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 September 30, 2023, the total unpaid principal and interest is approximately $345,611.

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 September 30, 2023, the total unpaid principal and interest is approximately $376,657.

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 and in July 2022 the Company repaid $100,000 of the promissory note balance. The note is in default and due upon demand and the interest rate was increased to 12%. As of September 30, 2023, the total unpaid principal and interest is approximately $147,322.

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 and in July 2022 repaid $8,333 of the promissory note balance. The note is in default and the interest rate increased to 12%. As of September 30, 2023, the total unpaid principal and interest is approximately $12,732.

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.

The Company recognized 37,624 and 51,027 of interest expense for the three months ended September 30, 2023 and 2022, respectively. As of September 30, 2023 and 2022, accrued interest on the above notes was $746,980 and $603,639, respectively. The weighted average interest rates as of September 30, 2023 and 2022 was 5.49% and 6.47%. 

Notes payable and long-term debt outstanding as of September 30, 2023 and June 30, 2023 are summarized below:

	Maturity Date	September 30, 2023		June 30, 2023
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		29,000		79,000
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 $0, respectively	Due on Demand		244,802		244,802
8% $600,000 Related Party Note Payable, net of unamortized discount of $0 and $0 respectively	Due on Demand		100,000		100,000
8% $50,000 Related Party Note Payable	Due on Demand		7,817		7,817
5% Note Payable	Due on Demand (1)		350,000		350,000
			-		-
3.75% SBA EIDL Note Payable	April 30, 2050		470,756		478,067
Total notes payable			1,572,375		1,629,686
Less current portion of notes payable			1,101,619		1,144,108
Notes payable, net of current portion		$	470,756	$	485,378

⁽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.

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Commitments and Contingencies

3 Months Ended

Sep. 30, 2023

Commitments and Contingencies

Commitments and Contingencies

Note 6 — Commitments and Contingencies

The Company records tax contingencies when the exposure item becomes probable and reasonably estimable. As of September 30, 2023, 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.

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Risks and Uncertainties

3 Months Ended

Sep. 30, 2023

Risks and Uncertainties

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.

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Stock Based Compensation

3 Months Ended

Sep. 30, 2023

Stock Based Compensation

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 20,000,000. 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 September 30, 2023:

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 September 30, 2023 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, 2023		17,774,000	$	0.06
Granted		-	$	0.00
Exercised, converted		-	$	0.00
Forfeited / exchanged / modification		-	$	0.00
Outstanding at September 30, 2023		17,774,000	$	0.06		0.5	$	-
Exercisable at September 30, 2023		5,330,411	$	0.11		2.0
Number of options available for grant at end of period		426,870

A summary of the status of the Company’s nonvested shares as of September 30, 2023, and changes during the year quarter September 30, 2023, is presented below:

Options	Shares		Weighted-Average Grant-Date Fair Value
Nonvested at July 1, 2023		662,608	$	0.11
Granted		0	$	0.00
Vested		-	$	0.00
Forfeited		-	$	0.00
Nonvested at September 30, 2023		662,608	$	0.11

Stock-based compensation expense attributable to stock options was approximately $86,487 for the quarter ended September 30, 2023. As of September 30, 2023, there was approximately $241,713 of unrecognized compensation expense related to 13,450,170 nonvested stock options outstanding, and the weighted average vesting period for those options was 1 year.

Warrants

At September 30, 2023, 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 A - Securities Purchase Agreement		28,072,364		0.75	$	0.17
Total		28,072,364
Aggregate intrinsic value at September 30, 2023	$	0

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Related Party Transactions

3 Months Ended

Sep. 30, 2023

Related Party Transactions

Related Party Transactions

Note 9 — Related Party Transactions

In March 2020, the Company entered into a promissory note with the Chief Executive Officer for $600,000 in exchange for a total of a $565,000 cash payment. The note matured in December 2020 and $500,000 of 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 $42,183 of principal payments have been made to date. The note is in default and due upon demand and the interest rate was increased to 12%.

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Leases

3 Months Ended

Sep. 30, 2023

Leases

Leases

Note 10 — Leases

On January 1, 2023 the Company extended its Denver Colorado headquarter lease for 12 months through December 31, 2023. 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.

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Subsequent Events

3 Months Ended

Sep. 30, 2023

Subsequent Events

Subsequent Events

Note 11 — Subsequent Events – nothing to report

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Sep. 30, 2023

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, 2023 Form 10-K. During the three months ended September 30, 2023, 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 quarter ended September 30, 2023 and September 30,2022.

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.

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Fixed Assets and Intangible Assets (Tables)

3 Months Ended

Sep. 30, 2023

Fixed Assets and Intangible Assets

Schedule Of Fixed Assets And Intangible Assets

	September 30, 2023			June 30, 2023
Software platform	$	4,482,225		$	4,482,225
Furniture and fixtures		1,500			1,500
Less accumulated amortization		(3,438,302	)		(3,258,691	)
Property and equipment, net	$	1,043,922		$	1,225,034

Schedule Of Amortization Expense

2024	$	724,445
2025		319,478
Total Unamortized Expense	$	1,043,922

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Debt (Tables)

3 Months Ended

Sep. 30, 2023

Debt

Schedule Of Notes Payable And Long-term Debt Outstanding

	Maturity Date	September 30, 2023		June 30, 2023
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		29,000		79,000
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 $0, respectively	Due on Demand		244,802		244,802
8% $600,000 Related Party Note Payable, net of unamortized discount of $0 and $0 respectively	Due on Demand		100,000		100,000
8% $50,000 Related Party Note Payable	Due on Demand		7,817		7,817
5% Note Payable	Due on Demand (1)		350,000		350,000
			-		-
3.75% SBA EIDL Note Payable	April 30, 2050		470,756		478,067
Total notes payable			1,572,375		1,629,686
Less current portion of notes payable			1,101,619		1,144,108
Notes payable, net of current portion		$	470,756	$	485,378

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Stock Based Compensation (Tables)

3 Months Ended

Sep. 30, 2023

Stock Based Compensation

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, 2023		17,774,000	$	0.06
Granted		-	$	0.00
Exercised, converted		-	$	0.00
Forfeited / exchanged / modification		-	$	0.00
Outstanding at September 30, 2023		17,774,000	$	0.06		0.5	$	-
Exercisable at September 30, 2023		5,330,411	$	0.11		2.0
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, 2023		662,608	$	0.11
Granted		0	$	0.00
Vested		-	$	0.00
Forfeited		-	$	0.00
Nonvested at September 30, 2023		662,608	$	0.11

Summary Of Warrant Outstanding

Warrants	Remaining Number Outstanding		Weighted Average Remaining Life (Years)		Weighted Average Exercise Price
Warrants A - Securities Purchase Agreement		28,072,364		0.75	$	0.17
Total		28,072,364
Aggregate intrinsic value at September 30, 2023	$	0

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Description of Business (Details Narrative) - USD ($)	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Description of Business
Cash and cash equivalents	$ 202,931	$ 225,321	$ 445,721	$ 367,245
Accumulated deficit	(24,435,698)
Working capital deficit	(2,164,148)
Net loss	$ (398,598)	$ (209,972)

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Fixed Assets and Intangible Assets (Details) - USD ($)	Sep. 30, 2023	Jun. 30, 2023
Fixed Assets and Intangible Assets
Software platform	$ 4,482,225	$ 4,482,225
Furniture and fixtures	1,500	1,500
Less accumulated amortization	(3,438,302)	(3,258,691)
Property and equipment, net	$ 1,043,922	$ 1,225,034

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Fixed Assets and Intangible Assets (Details 1) - USD ($)	Sep. 30, 2023	Jun. 30, 2023
Fixed Assets and Intangible Assets
2024	$ 724,445
2025	319,478
Total Unamortized expense	$ 1,043,922	$ 1,225,034

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Fixed Assets and Intangible Assets (Details Narrative) - USD ($)		3 Months Ended		12 Months Ended
	Nov. 06, 2018	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2020
Depreciation and amortization		$ 181,112	$ 181,111
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
Purchase of software total consideration paid or payable	$ 3,010,000
Additional incentive shares				366,667
Additional incentive value				$ 262,500

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Capital Stock and Equity Transactions (Details Narrative) - USD ($)		3 Months Ended
	Aug. 13, 2021	Sep. 30, 2023	Jun. 30, 2023	Sep. 30, 2022	Oct. 13, 2021
Common stock, shares authorized (in shares)		700,000,000	700,000,000
Common stock, par value (in dollars per share)		$ 0.001	$ 0.001
Articles of Amendment	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
Preferred stock, shares authorized (in shares)		10,000,000	10,000,000
Preferred stock, par value (in dollars per share)		$ 0.001	$ 0.001
Common stock shares issued		99,428,575	99,428,575
Vendor [Member]
Fair market value				$ 29,500
Common stock shares issued				600,000
Employees [Member]
Fair market value				$ 40,135
Common stock shares issued				698,735
Series A Preferred Stocks Member
Preferred stock, par value (in dollars per share)					$ 0.001
Preferred stock designated					$ 324,325
Description of voting right	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
Series B Preferred Stock [Member]
Aggeregate shares of common stock		7,567
Common stock shares issued upon conversion of preferred stock		1,120,064

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Debt (Details) - USD ($)	3 Months Ended
	Sep. 30, 2023	Jun. 30, 2023
Total notes payable	$ 1,572,375	$ 1,629,686
Less current portion of notes payables	1,101,619	1,144,108
Notes payable, Non-current portion	470,756	478,067
Convertible Notes Payable One [Member]
Total notes payable	150,000	150,000
Debt unamortized discount	$ 0	0
Debt instrument interest rate	12.00%
Convertible Note Payable	$ 150,000
Debt instrument maturity date description	Due on Demand
Convertible Notes Payable Two [Member]
Total notes payable	$ 29,000	79,000
Debt unamortized discount	$ 0	0
Debt instrument interest rate	12.00%
Convertible Note Payable	$ 440,000
Debt instrument maturity date description	Due on Demand
Convertible Notes Payable Three [Member]
Total notes payable	$ 220,000	220,000
Debt unamortized discount	$ 0	0
Debt instrument interest rate	12.00%
Convertible Note Payable	$ 220,000
Debt instrument maturity date description	Due on Demand
Convertible Notes Payable Four [Member]
Total notes payable	$ 244,802	244,802
Debt unamortized discount	$ 0	0
Debt instrument interest rate	7.00%
Convertible Note Payable	$ 213,333
Debt instrument maturity date description	Due on Demand
Convertible Notes Payable Five [Member]
Total notes payable	$ 100,000	100,000
Debt unamortized discount	$ 0	0
Debt instrument interest rate	8.00%
Related Party Note Payable	$ 600,000
Debt instrument maturity date description	Due on Demand
Convertible Notes Payable Six [Member]
Total notes payable	$ 7,817	7,817
Debt instrument interest rate	8.00%
Related Party Note Payable	$ 50,000
Debt instrument maturity date description	Due on Demand
Convertible Notes Payable Seven[Member]
Total notes payable	$ 350,000	350,000
Debt instrument interest rate	5.00%
Debt instrument maturity date description	Due on Demand
Convertible Notes Payable Eight[Member]
Total notes payable	$ 470,756	$ 485,378
Debt instrument interest rate	3.75%
Debt instrument maturity date	Apr. 30, 2050

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Debt (Details Narrative) - USD ($)	1 Months Ended				3 Months Ended		12 Months Ended
	Jul. 31, 2022	Apr. 30, 2020	Sep. 21, 2018	Feb. 28, 2018	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2020	Jun. 30, 2019	Mar. 31, 2022
Total unpaid principal balance								$ 376,657
Loan amount		$ 500,000
Weighted average interest rate					5.49%	6.47%
Accrued interest					$ 746,980	$ 603,639
Repayment of debt					57,311	108,333		402,000
Amortization of beneficial conversion feature								801,741
Debt Extinguishment								533,000
Remaining principal amount								90,125
Proceeds from issuance of common stock								$ 131,000
Interest expenses					37,624	$ 51,027
EIDL [Member]
Interest Rate		3.75%
Loan amount		$ 2,437
Promissory Note [Member] | Related Party [Member]
Maturity date							Dec. 01, 2020
Cash payments in exchange of promissory note							$ 565,000
Convertable promissory note							600,000
Promissory Note One [Member] | Related Party [Member]
Amount of unpaid principal and interest balance							12,732
Repayment of promissory note balance	$ 8,333						25,000
Investors [Member]
Amount of unpaid principal and interest balance					$ 269,402
Investors [Member] | 2018 [Member]
Convert the loan into shares of common stock					437,500
Investors [Member] | Promissory Note [Member]
Total unpaid principal balance					$ 251,392		147,322
Repaymnet of promissory note	$ 100,000						300,000
Debt instrument, exchange amount				$ 132,000
Promissory note face value							$ 50,000
Interest Rate			10.00%					7.00%
Note issued			$ 440,000	$ 150,000
Exchange for cash payment			$ 400,000
Increased in interest			12.00%		12.00%		12.00%
Discount on conversion common stock			20.00%
Warrant to purchase shares of common stock			200,000
Amortization of warrants			$ 125,723
Common stock price per share			$ 0.75					$ 0.075
Common stock purchase price per share			$ 0.70
Maturity date				Aug. 08, 2019
Original issue discount				$ 18,000
Investors [Member] | Several Promissory Notes [Member]
Amount of unpaid principal and interest balance					$ 345,611
Interest Rate			10.00%
Note issued			$ 440,000					$ 960,000
Exchange for cash payment			$ 400,000					$ 900,000
Increased in interest			12.00%					15.00%
Discount on conversion common stock			20.00%
Warrant to purchase shares of common stock			200,000
Amortization of warrants			$ 62,862
Common stock price per share			$ 0.75					$ 0.75
Common stock purchase price per share			$ 0.70
Beneficial Conversion Feature								$ 839,378
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
Investors [Member] | Promissory Note Two [Member]
Note Payable									$ 350,000

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Stock Based Compensation (Details) - StockOptions [Member]	3 Months Ended
	Sep. 30, 2023
Minimum [Member]
Expected option life (years)	2 years
Expected stock price volatility	227.00%
Risk-free interest rate	0.44%
Maximum [Member]
Expected option life (years)	4 years
Expected stock price volatility	258.00%
Risk-free interest rate	0.54%

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Stock Based Compensation (Details 1) - Stock Option [Member]	3 Months Ended
	Sep. 30, 2023 USD ($) $ / shares shares
Beginning of year | shares	17,774,000
Outstanding ending balance | shares	17,774,000
Number of options exercisable at end of period | shares	5,330,411
Number of options available for grant at end of period | shares	426,870
Exercisable at beginning of period	$ 0.06
Weighted-average exercise price, granted	0.00
Weighted-average exercise price, forfeited / exchanged / modification	0.00
Weighted-average exercise price, end of period	0.06
Exercisable at end of period	$ 0.11
Weighted-Average Remaining Contractual Price, outstanding	6 months
Aggregate intrinsic values | $	$ 0
Weighted-average remaining contractual price, exercisable	2 years

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Stock Based Compensation (Details 2)	3 Months Ended
	Sep. 30, 2023 USD ($) $ / shares shares
Stock Based Compensation
Options, nonvested beginning balance | shares	662,608
Options, granted | shares	0
Options, vested | $	$ 0
Options, nonvested ending balance | shares	662,608
Weighted-average grant-date fair falue, nonvested beginning	$ 0.11
Weighted-average grant-date fair falue, granted	0.00
Weighted-average grant-date fair falue, vested	0.00
Weighted-average grant-date fair falue, forfeited	0.00
Weighted-average grant-date fair falue, nonvested ending	$ 0.11

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Stock Based Compensation (Details 3)	3 Months Ended
	Sep. 30, 2023 USD ($) $ / shares shares
Total	28,072,364
Aggregate Intrinsic Value | $	$ 0
Warrants A - Securities Purchase Agreement [Member]
Total	28,072,364
Weighted Average Remaining Life (Years)	9 months
Weighted Average Exercise Price | $ / shares	$ 0.17

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Stock Based Compensation (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2022	Jun. 30, 2023
Stock based compensation	$ 86,487	$ 122,449
StockOptions [Member]
Stock based compensation	$ 86,487
Unrecognized compensation expense				$ 241,713
Unvested stock options				13,450,170
Weighted average vesting period	1 year
StockOptions [Member] | Equity Incentive Plan 2017 [Member]
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
Maximum [Member] | StockOptions [Member]
Average fair value of stock options granted	$ 0.14		$ 0.07
Maximum [Member] | StockOptions [Member] | Equity Incentive Plan 2017 [Member]
Options issued for purchase of common shares	20,000,000
Stock options exercisable period	4 years

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Related Party Transactions (Details Narrative)	3 Months Ended
	Sep. 30, 2023 USD ($)
March 2020 [Member] | Chief Technology Officer [Member]
Interest rate	12.00%
Principal payment of debt	$ 42,183
Maturity date	Jan. 01, 2021
Convertible promissory note	$ 50,000
Chief Executive Officer [Member]
Interest rate	12.00%
Convertible promissory note	$ 600,000
Principal payment of debt	500,000
Cash payments in exchange of promissory note	$ 565,000
Maturity date	December 2020

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Leases (Details Narrative)	3 Months Ended
	Sep. 30, 2023 USD ($)
Leases
Recognized lease expense, description	The Company will recognize lease expense on a monthly basis through the life of this lease
Recognized lease expense	$ 51,786
Lease term	12 months