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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Leafbuyer Technologies Inc (QB) | USOTC:LBUY | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.0006 | 2.47% | 0.02485 | 0.023 | 0.027 | 0.0269 | 0.0216 | 0.0221 | 29,000 | 21:15:16 |
Nevada
|
|
3829
|
|
38-3944821
|
(State or other Jurisdiction of Incorporation or Organization)
|
|
(Primary Standard Industrial Classification Code Number)
|
|
(I.R.S. Employer Identification No.)
|
Large accelerated filer
☐
|
Accelerated filer
☐
|
Non-accelerated filer
☐
|
Smaller reporting company
☒
|
(Do not check if a smaller reporting company)
|
|
Emerging Growth Company ☐ |
Title of each class
of securities to be
registered
|
Amount to be
registered
|
Proposed Maximum Offering Price per
Share
|
Proposed
Maximum
Aggregate
Offering
Price
|
Amount of
Registration
Fee
|
||||||||||||||||
Common Stock, $.001 par value
|
4,317,841
|
(1)
|
$
|
1.45
|
(2)
|
$
|
1.45
|
$
|
6,217,691.04
|
774.10
|
(1)
|
Represents Common Shares offered by the Selling Stockholder. Includes an indeterminable number of additional Shares, pursuant to Rule 416 under the Securities Act, that may be issued to prevent dilution from stock splits, stock dividends or similar transaction that could affect the Common Stock to be offered by Selling Stockholder.
|
(2)
|
Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended, using the average of the high and low prices as reported on the OTCQB marketplace on May 9, 2018.
|
1
|
|
1
|
|
4
|
|
9
|
|
9
|
|
10
|
|
11
|
|
12
|
|
13
|
|
13
|
|
13
|
|
13
|
|
15
|
|
15
|
|
15
|
|
15
|
|
15
|
|
21
|
|
21
|
|
22
|
|
24
|
|
25
|
|
25
|
|
26
|
|
26
|
Common Stock Being
Offered By Selling
Shareholder
|
869,565 shares of Common Stock previously issued to YA PN II Ltd., 100,000 shares of Common Stock previously issued to YA Global II SPV, LLC, plus an additional 3,448,276 shares issuable to YA pursuant to a Standby Equity Distribution Agreement with us dated April 19, 2018, (the “Agreement” or the “SEDA”)
|
|
|
Terms of the
Offering
|
The Selling Shareholder will determine when and how it will sell the Common Stock offered in this prospectus.
|
|
|
Termination of the
Offering
|
The offering will conclude upon the earliest of (i) such time as all of the Common Stock has been sold pursuant to the registration statement, (ii) two years or (iii) such time as all of the Common Stock become eligible for resale without volume limitations pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), or any other rule of similar effect.
|
|
|
Use of Proceeds
|
We are not selling any shares of Common Stock in this offering and, as a result, will not receive any proceeds from this offering.
|
|
|
Trading Symbol
|
“LBUY.QB”
|
|
|
Risk Factors
|
The Common Stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors” beginning on page 4
.
|
● |
the increased concentration of the ownership of our shares by a limited number of affiliated stockholders following the share exchange may limit interest in our securities;
|
● |
variations in quarterly operating results from the expectations of securities analysts or investors;
|
● |
revisions in securities analysts’ estimates or reductions in security analysts’ coverage;
|
● |
announcements of new products or services by us or our competitors;
|
● |
reductions in the market share of our products;
|
● |
announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;
|
● |
general technological, market or economic trends;
|
● |
investor perception of our industry or prospects;
|
● |
insider selling or buying;
|
● |
investors entering into short sale contracts;
|
● |
regulatory developments affecting our industry; and
|
● |
additions or departures of key personnel.
|
Name
|
Common Shares
Owned Prior to the
Offering (1)
|
Percentage of
Ownership Before
the Offering (1)
|
Number of
Common
Shares
being
Offered (4)
|
Common
Shares
Owned
After the
Offering
(2)
|
Percentage
of
Ownership
After the
Offering (2)
|
|||||||||||||||
YA II PN LTD. (3)
|
869,565
|
2.11
|
%
|
4,217,841
|
0
|
0
|
%
|
|||||||||||||
YA Global II SPV, LLC (5)
|
100,000
|
0.24
|
%
|
100,000
|
0
|
0
|
%
|
|||||||||||||
Total
|
969,565
|
2.35
|
%
|
4,317,841
|
0
|
0
|
%
|
(1) |
Applicable percentage ownership is based on 41,175,228 Common Shares issued and outstanding as of May 10, 2018
|
(2) |
Assumes all Common Shares offered hereby will be sold.
|
(3) |
YA is the investor under the SEDA. Yorkville Advisors Global, LP (“Yorkville LP”) is YA’s investment manager and Yorkville Advisors Global II, LLC (“Yorkville LLC”) is the General Partner of Yorkville LP. All investment decisions for YA are made by Yorkville LLC’s President and Managing Member, Mark Angelo. The address of YA is 1012 Springfield Avenue, Mountainside, NJ 07092, Attention: Mark Angelo, Portfolio Manager. YA has informed us that it is an “underwriter” within the meaning of the Securities Act, and to the best of our knowledge no other underwriter or person has been engaged to facilitate the sale of Resale Shares in this offering.
|
(4) |
The 4,317,841 Resale Shares included in this Prospectus include the 869,565 Purchase Shares issued to YA and the shares of 100,000 Common Stock issued prior to the date hereof to a YA’s affiliate, YA Global II SPV, LLC, in satisfaction of a commitment fee under the SEDA and the 3,448,276 Common Stock issuable under the SEDA.
|
(5) |
YA Global II SPV, LLC is an affiliate of YA. All investment decisions and control of for YA Global II SPV, LLC are made and held by Yorkville LLC. Mark Angelo, the portfolio manager of Yorkville LLC, makes the investment decisions on behalf of and controls Yorkville LLC. The address of YA Global II SPV, LLC is 1012 Springfield Avenue, Mountainside, NJ 07092, Attention: Mark Angelo, Portfolio Manager.
|
· |
ordinary brokerage transactions and transactions in which a broker‑dealer solicits purchasers;
|
· |
block trades in which a broker‑dealer attempts to sell resale shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
|
· |
purchases by a broker‑dealer as principal, for resale by the broker‑dealer for its account;
|
· |
an exchange distribution in accordance with the rules of the applicable exchange;
|
· |
privately negotiated transactions;
|
· |
sale of a specified number of resale shares at a stipulated price per share, as a broker‑dealer may agree upon with the Selling Stockholder from time to time;
|
· |
writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
|
· |
a combination of any such methods of sale; or
|
· |
any other method permitted by applicable law.
|
Quarter Ended
|
High ($)
|
Low ($)
|
||||||
September 30, 2017
|
$
|
3.08
|
$
|
1.06
|
||||
December 31, 2017
|
$
|
2.34
|
$
|
0.90
|
||||
June 30, 2017
|
$
|
1.62
|
$
|
0.75
|
||||
March 31, 2017
|
N/A
|
N/A
|
||||||
December 31, 2016
|
N/A
|
N/A
|
||||||
September 30, 2016
|
N/A
|
N/A
|
||||||
June 30, 2016
|
N/A
|
N/A
|
||||||
March 31, 2016
|
N/A
|
N/A
|
Three months ended December 31,
|
||||||||||||||||
2017
|
2016
|
Change
|
%
|
|||||||||||||
Sales revenue
|
$
|
262,173
|
$
|
256,385
|
$
|
5,788
|
2
|
%
|
||||||||
Total operating expenses
|
502,866
|
242,277
|
260,589
|
108
|
%
|
|||||||||||
Interest expense
|
--
|
--
|
--
|
--
|
%
|
|||||||||||
Other
|
57
|
--
|
57
|
--
|
%
|
|||||||||||
Net income (loss)
|
$
|
(240,636
|
)
|
$
|
14,108
|
$
|
(254,744
|
)
|
(1806
|
)%
|
Three months ended December 31,
|
||||||||||||||||
2017
|
2016
|
Change
|
%
|
|||||||||||||
Selling expenses
|
$
|
50,090
|
$
|
--
|
$
|
50,090
|
--
|
%
|
||||||||
General and administrative
|
452,776
|
242,277
|
210,499
|
87
|
%
|
|||||||||||
$
|
502,866
|
$
|
242,277
|
$
|
260,589
|
108
|
%
|
Six months ended December 31,
|
||||||||||||||||
2017
|
2016
|
Change
|
%
|
|||||||||||||
Sales revenue
|
$
|
493,688
|
$
|
483,654
|
$
|
10,034
|
2
|
%
|
||||||||
Total operating expenses
|
969,166
|
411,596
|
557,570
|
135
|
%
|
|||||||||||
Interest expense
|
(29
|
)
|
--
|
(29
|
)
|
--
|
%
|
|||||||||
Other income (expense)
|
5,057
|
1,438
|
3,619
|
252
|
%
|
|||||||||||
Net income (loss)
|
$
|
(470,450
|
)
|
$
|
73,496
|
$
|
(543,946
|
)
|
(740
|
)%
|
Six months ended December 31,
|
||||||||||||||||
2017
|
2016
|
Change
|
%
|
|||||||||||||
Selling expenses
|
$
|
84,855
|
$
|
--
|
$
|
84,855
|
--
|
%
|
||||||||
General and administrative
|
884,311
|
411,596
|
472,715
|
115
|
%
|
|||||||||||
$
|
969,166
|
$
|
411,596
|
$
|
557,570
|
135
|
%
|
Six months ended December 31,
|
||||||||
2017
|
2016
|
|||||||
Net cash (used in) provided by operating activities
|
$
|
(437,600
|
)
|
$
|
21,716
|
|||
Net cash provided by (used in) financing activities
|
470,000
|
(11,065
|
)
|
Name
|
Age
|
Position
|
Director/Officer Since
|
Kurt Rossner
|
48
|
Chairman, Chief Executive Officer and President
|
March 23, 2017
|
Mark Breen
|
45
|
Chief Financial Officer and Director
|
March 23, 2017
|
Michael Goerner
|
48
|
Treasurer, Chief Technology Officer and Director
|
March 23, 2017
|
· |
any bankruptcy petition filed by
or
against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
|
· |
any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
|
· |
being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;
|
· |
being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated any federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated;
|
· |
any judicial or administrative proceedings resulting from involvement in mail or wire fraud or fraud in connection with any business activity;
|
· |
and judicial or administrative proceedings based on violations of federal or state securities, commodities, banking or insurance laws and regulations, or any settlement to such actions; or
|
· |
any disciplinary sanctions or orders imposed by a stock, commodities or derivatives exchange or other self-regulatory organization.
|
Executive Compensation
|
Name and
principal position
|
Year
|
Salary
|
Bonus
|
Stock
awards
|
Option
awards
|
Nonequity
incentive plan
compensation
|
Nonqualified
deferred
compensation
earnings
|
All other
compensation
|
Total
|
|||||||||||||||||||||||||||
Kurt Rossner
Chief Executive Officer and Director
|
2017
2016
2015
|
26,334
13,000
13,000
|
200,000
-
-
|
-
-
-
|
-
-
-
|
-
-
-
|
-
-
-
|
-
-
-
|
226,334
13,000
13,000
|
|||||||||||||||||||||||||||
Mark Breen
Chief Financial Officer, Director
|
2017
2106
2015
|
26,334
13,000
13,000
|
200,000
-
-
|
-
-
-
|
-
-
-
|
-
-
-
|
-
-
-
|
-
-
-
|
226,334
13,000
13,000
|
|||||||||||||||||||||||||||
Michael Goerner,
Treasurer, Director
|
2017
2016
2015
|
26,334
13,000
13,000
|
200,000
-
-
|
-
-
-
|
-
-
-
|
-
-
-
|
-
-
-
|
-
-
-
|
226,334
13,000
13,000
|
|||||||||||||||||||||||||||
August Petrov,
President, Chief Executive Officer, Treasurer, Director (1)
|
2017
2016
2015
|
-
-
-
|
-
-
-
|
-
-
-
|
-
-
-
|
-
-
-
|
-
-
-
|
-
-
-
|
-
-
-
|
Name and Address of Beneficial Owner (1)
|
Common Stock
Beneficially Owned
|
Percentage of
Common Stock (2)
|
||||||
Directors and Officers:
|
||||||||
Kurt Rossner(3)
|
8,250,020
|
20
|
%
|
|||||
Mark Breen(3)
|
8,250,020
|
20
|
%
|
|||||
Michael Goerner(3)
|
8,250,020
|
20
|
%
|
|||||
All officers and directors as a group (five persons)
|
24,750,060
|
59.4
|
%
|
(1) |
Except as otherwise indicated, the address of each beneficial owner is the Company’s address.
|
(2) |
Applicable percentage ownership is based on 41,175,228 shares of common stock outstanding as of May 10, 2018 together with securities exercisable or convertible into shares of common stock within 60 days of such date, for each stockholder. Beneficial ownership is determined in accordance with the rules of the Commission and generally includes voting or investment power with respect to securities. Shares of common stock that are currently exercisable or exercisable within 60 days of May 10, 2018, are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
|
(3) |
Includes 108,109 of common stock underlying 108,109 shares of Series A Preferred Stock.
|
● |
Any breach of their duty of loyalty to our Company or to our stockholders.
|
● |
Acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law.
|
● |
Unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in the Nevada Revised Statutes.
|
● |
Any transaction from which the director derived an improper personal benefit.
|
Registration Fees
|
Approximately
|
$
|
774
|
||
Transfer Agent Fees
|
Approximately
|
2,000
|
|||
Costs of Printing and Engraving
|
Approximately
|
1,000
|
|||
Legal Fees
|
Approximately
|
10,000
|
|||
Accounting and Audit Fees
|
Approximately
|
5,000
|
|||
Total
|
$
|
18,774
|
(a) |
The exhibits listed on the Exhibit Index at the end of this Registration Statement are incorporated herein and filed as part of this registration statement.
|
(b) |
Financial Statement Schedules.
|
A. |
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
|
B. |
The undersigned registrant hereby undertakes:
|
(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
(a) |
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
|
(b) |
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (Section 230.424(b) of Regulation S-K) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
|
(c) |
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
|
(2) |
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(3) |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
(4) |
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
|
(i) |
If the registrant is relying on Rule 430B (§230.430B of this chapter):
|
(a) |
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) (§230.424(b)(3) of this chapter) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
|
(b) |
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) (§230.424(b)(2), (b)(5), or (b)(7) of this chapter) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) (§230.415(a)(1)(i), (vii), or (x) of this chapter) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
Provided, however,
that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or
|
(ii) |
If the registrant is subject to Rule 430C (§230.430C of this chapter), each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.
Provided, however,
that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
|
(5)
|
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
|
(i) |
The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
|
(a) |
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§230.424 of this chapter);
|
(b) |
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
|
(c) |
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
|
(d) |
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
(6) |
The undersigned registrant hereby undertakes that:
|
(i) |
For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
|
(ii) |
For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
LEAFBUYER TECHNOLOGIES, INC.
|
||
Dated: May 11, 2018
|
/s/ Kurt Rossner
|
By:
|
Kurt Rossner | |
Its:
|
Chief Executive Officer |
Signature
|
Title
|
Date
|
/s/ Kurt Rossner
Kurt Rossner
|
Chief Executive Officer and
President
(
principal executive officer
)
|
May 11, 2018
|
/s/ Mark Breen
Mark Breen
|
Chief Financial Officer and
Director
(
principal financial officer and
principal accounting officer
)
|
May 11, 2018
|
/s/ Michael Goerner
Michael Goerner
|
Treasurer, Chief Technology
Officer and Director
|
May 11, 2018
|
Page
Number
|
|
Leafbuyer Technologies, Inc. Interim Financial Statements – December 31, 2017
|
|
Condensed Consolidated Balance Sheets as of December 31, 2017 (unaudited) and June 30, 2017
|
F-2
|
Condensed Consolidated Statements of Operations (Unaudited) for the Three Months Ended December 31, 2017 and 2016
|
F-3
|
Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended December 31, 2017 and 2016
|
F-4
|
Notes to Financial Statements
|
F-5
|
Leafbuyer Technologies, Inc Financial Statements-June 30, 2017
|
|
Report of Independent Registered Public Accounting Firm
|
F-10
|
Consolidated Balance Sheets as of June 30, 2017 and the Period Ended December 31, 2016
|
F-11
|
Consolidated Statements of Operations for the Year Ended June 30, 2017 and the Period Ended December 31, 2016
|
F-12
|
Statements of Cash Flows for the Year Ended June 30, 2017 and the Period Ended December 31, 2016
|
F-13
|
Consolidated Statements of Stockholders’ Deficit for the Year Ended June 30, 2017 and the Period Ended December 31, 2016
|
F-14
|
Notes to Financial Statements
|
F-15
|
December 31, 2017
(Unaudited)
|
June 30, 2017
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
197,080
|
$
|
164,680
|
||||
Prepaid expenses and other current assets
|
38,975
|
30,867
|
||||||
Total current assets
|
236,055
|
195,547
|
||||||
Noncurrent assets:
|
||||||||
Fixed assets, net
|
1,339
|
1,500
|
||||||
Total assets
|
$
|
237,394
|
$
|
197,047
|
||||
LIABILITIES AND EQUITY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
487
|
$
|
--
|
||||
Accrued liabilities
|
56,126
|
45,049
|
||||||
Deferred revenue
|
84,766
|
55,533
|
||||||
Debt, current
|
350,000
|
--
|
||||||
Total current liabilities
|
491,379
|
100,582
|
||||||
Total liabilities
|
491,379
|
100,582
|
||||||
Commitments and contingencies (Note 6)
|
--
|
--
|
||||||
Equity:
|
||||||||
Preferred stock, $.001 par value; 10,000,000 shares authorized; 6,750,000 shares issued and outstanding for class A convertible preferred stock and 250,000 shares issued and outstanding for class B convertible preferred stock at December 31 and June 30, 2017, respectively
|
7,000
|
7,000
|
||||||
Common stock, $.001 par value; 150,000,000 shares authorized; 38,380,663 shares issued and outstanding at December 31, 2017 and 38,000,663 shares issued and outstanding at June 30, 2017
|
38,380
|
38,000
|
||||||
Additional paid-in capital
|
1,129,620
|
1,010,000
|
||||||
Accumulated deficit
|
(1,428,985
|
)
|
(958,535
|
)
|
||||
Total equity (deficit)
|
(253,985
|
)
|
96,465
|
|||||
Total liabilities and equity
|
$
|
237,394
|
$
|
197,047
|
Three months ended December 31,
|
Six months ended December 31,
|
|||||||||||||||
2017
|
2016
|
2017
|
2016
|
|||||||||||||
Sales revenue
|
$
|
262,173
|
$
|
256,385
|
$
|
493,688
|
$
|
483,654
|
||||||||
Cost of sales
|
--
|
--
|
--
|
--
|
||||||||||||
Gross profit
|
262,173
|
256,385
|
493,688
|
483,654
|
||||||||||||
Operating expenses:
|
||||||||||||||||
Selling expenses
|
50,090
|
--
|
84,855
|
--
|
||||||||||||
General and administrative
|
452,776
|
242,277
|
884,311
|
411,596
|
||||||||||||
Total operating expenses
|
502,866
|
242,277
|
969,166
|
411,596
|
||||||||||||
Income (loss) from operations
|
(240,693
|
)
|
14,108
|
(475,478
|
)
|
72,058
|
||||||||||
Other income (expense):
|
||||||||||||||||
Interest expense
|
--
|
--
|
(29
|
)
|
--
|
|||||||||||
Other income
|
57
|
--
|
5,057
|
1,438
|
||||||||||||
Other income (expense), net
|
57
|
--
|
5,028
|
1,438
|
||||||||||||
Net income (loss)
|
$
|
(240,636
|
)
|
$
|
14,108
|
$
|
(470,450
|
)
|
$
|
73,496
|
||||||
Net income (loss) per common share:
|
||||||||||||||||
Basic and diluted
|
$
|
(0.01
|
)
|
$
|
0.00
|
$
|
(0.01
|
)
|
$
|
0.00
|
||||||
Weighted average common shares outstanding:
|
||||||||||||||||
Basic and diluted
|
38,380,663
|
26,160,000
|
38,312,511
|
26,160,000
|
Six months ended December 31,
|
||||||||
2017
|
2016
|
|||||||
Operating Activities:
|
||||||||
Net (loss) income
|
$
|
(470,450
|
)
|
$
|
73,496
|
|||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
|
||||||||
Depreciation
|
161
|
--
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses and other
|
(8,108
|
)
|
(9,324
|
)
|
||||
Accounts payable and accrued liabilities
|
40,797
|
(42,456
|
)
|
|||||
Net cash (used in) provided by operating activities
|
(437,600
|
)
|
21,716
|
|||||
Investing Activities:
|
||||||||
Net cash provided by (used in) investing activities
|
--
|
--
|
||||||
Financing Activities:
|
||||||||
Proceeds from issuance of debt
|
350,000
|
--
|
||||||
Proceeds from issuance of stock
|
120,000
|
--
|
||||||
Distributions
|
--
|
(11,065
|
)
|
|||||
Net cash provided by (used in) financing activities
|
470,000
|
(11,065
|
)
|
|||||
Net change in cash and cash equivalents
|
32,400
|
10,651
|
||||||
Cash and cash equivalents, beginning of period
|
164,680
|
52,360
|
||||||
Cash and cash equivalents, end of period
|
$
|
197,080
|
$
|
63,011
|
June 30, 2017
|
December 31, 2016
|
December 31, 2015
|
||||||||||
ASSETS
|
||||||||||||
Current assets:
|
||||||||||||
Cash and cash equivalents
|
$
|
164,680
|
$
|
63,011
|
$
|
22,714
|
||||||
Prepaid expenses and other current assets
|
30,867
|
14,915
|
8,757
|
|||||||||
Total current assets
|
195,547
|
77,926
|
31,471
|
|||||||||
Noncurrent assets:
|
||||||||||||
Fixed assets, net
|
1,500
|
--
|
--
|
|||||||||
Total assets
|
$
|
197,047
|
$
|
77,926
|
$
|
31,471
|
||||||
LIABILITIES AND EQUITY
|
||||||||||||
Current liabilities:
|
||||||||||||
Accrued liabilities
|
$
|
45,049
|
$
|
53,827
|
$
|
7,899
|
||||||
Deferred revenue
|
55,533
|
41,899
|
35,736
|
|||||||||
Total current liabilities
|
100,582
|
95,726
|
43,635
|
|||||||||
Total liabilities
|
100,582
|
95,726
|
43,635
|
|||||||||
Commitments and contingencies (Note 5)
|
--
|
--
|
--
|
|||||||||
Equity:
|
||||||||||||
Preferred stock, $.001 par value; 10,000,000 shares authorized; 6,750,000 shares issued and outstanding for class A convertible preferred stock and 250,000 shares issued and outstanding for class B convertible preferred stock at June 30, 2017; 3,250,000 class A convertible preferred shares issued and outstanding at December 31, 2016 and 2015
|
7,000
|
3,250
|
3,250
|
|||||||||
Common stock, $.001 par value; 150,000,000 shares authorized; 38,000,663 shares issued and outstanding at June 30, 2017, December 31, 2016 and 2015
|
38,000
|
26,160
|
26,160
|
|||||||||
Additional paid-in capital
|
1,010,000
|
(29,410
|
)
|
(29,410
|
)
|
|||||||
Accumulated deficit
|
(958,535
|
)
|
(17,800
|
)
|
(12,164
|
)
|
||||||
Total equity (deficit)
|
96,465
|
(17,800
|
)
|
(12,164
|
)
|
|||||||
Total liabilities and equity (deficit)
|
$
|
197,047
|
$
|
77,926
|
$
|
31,471
|
For the Six Months Ended
June 30, 2017
|
For the Year Ended
December 31, 2016
|
For the Year Ended
December 31, 2015
|
||||||||||
Sales revenue
|
$
|
466,267
|
$
|
704,832
|
$
|
491,312
|
||||||
Operating expenses:
|
||||||||||||
Selling expenses
|
450
|
--
|
--
|
|||||||||
General and administrative
|
806,332
|
693,606
|
469,276
|
|||||||||
Total operating expenses
|
806,782
|
693,606
|
469,276
|
|||||||||
(Loss) income from operations
|
(340,515
|
)
|
11,226
|
22,036
|
||||||||
Other income (expense):
|
||||||||||||
Interest expense
|
(220
|
)
|
--
|
--
|
||||||||
Other income
|
--
|
1,438
|
--
|
|||||||||
Other (expense) income, net
|
(220
|
)
|
1,438
|
--
|
||||||||
Net (loss) income
|
$
|
(340,735
|
)
|
$
|
12,664
|
22,036
|
||||||
Earnings (loss) per common share:
|
||||||||||||
Basic and diluted
|
$
|
(0.01
|
)
|
$
|
0.00
|
0.00
|
||||||
Weighted average common shares outstanding:
|
||||||||||||
Basic and diluted
|
32,570,967
|
26,160,000
|
26,160,000
|
For the Six Months Ended
June 30, 2017
|
For the Year Ended
December 31, 2016
|
For the Year Ended
December 31, 2015
|
||||||||||
Operating Activities:
|
||||||||||||
Net (loss) income
|
$
|
(340,735
|
)
|
$
|
12,664
|
$
|
22,036
|
|||||
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
|
||||||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Prepaid expenses and other current assets
|
(15,952
|
)
|
5
|
(21,410
|
)
|
|||||||
Accounts payable and accrued liabilities
|
4,856
|
45,929
|
(9,248
|
)
|
||||||||
Net cash (used in) provided by operating activities
|
(351,831
|
)
|
58,598
|
(8,622
|
)
|
|||||||
Investing Activities:
|
||||||||||||
Purchase of office equipment
|
(1,500
|
)
|
--
|
--
|
||||||||
Net cash used in investing activities
|
(1,500
|
)
|
--
|
--
|
||||||||
Financing Activities:
|
||||||||||||
Proceeds from issuance of stock
|
1,055,000
|
--
|
--
|
|||||||||
Distributions
|
(600,000
|
)
|
(18,301
|
)
|
(16,732
|
)
|
||||||
Net cash provided by (used in) financing activities
|
455,000
|
(18,301
|
)
|
(16,732
|
)
|
|||||||
Net change in cash and cash equivalents
|
101,669
|
40,297
|
(25,354
|
)
|
||||||||
Cash and cash equivalents, beginning of period
|
63,011
|
22,714
|
48,068
|
|||||||||
Cash and cash equivalents, end of period
|
$
|
164,680
|
$
|
63,011
|
$
|
22,714
|
||||||
Cash paid for:
|
||||||||||||
Interest
|
$
|
220
|
$
|
--
|
$
|
--
|
||||||
Taxes
|
--
|
--
|
--
|
Preferred Stock
|
Common Stock
|
|||||||||||||||||||||||||||
# of Shares
|
Amount
|
# of Shares
|
Amount
|
Additional Paid-in Capital
|
Accumulated Deficit
|
Total
|
||||||||||||||||||||||
January 1, 2015
|
3,250,000
|
$
|
3,250
|
26,160,000
|
$
|
26,160
|
$
|
(29,410
|
)
|
$
|
(14,196
|
)
|
$
|
(14,196
|
)
|
|||||||||||||
Net income
|
-
|
-
|
-
|
-
|
-
|
22,036
|
22,036
|
|||||||||||||||||||||
Distributions
|
-
|
-
|
-
|
-
|
-
|
(20,004
|
)
|
(20,004
|
)
|
|||||||||||||||||||
December 31, 2015
|
3,250,000
|
3,250
|
26,160,000
|
26,160
|
(29,410
|
)
|
(12,164
|
)
|
(12,164
|
)
|
||||||||||||||||||
Net income
|
-
|
-
|
-
|
-
|
-
|
12,664
|
12,664
|
|||||||||||||||||||||
Distributions
|
-
|
-
|
-
|
-
|
-
|
(18,300
|
)
|
(18,300
|
)
|
|||||||||||||||||||
December 31, 2016
|
3,250,000
|
3,250
|
26,160,000
|
26,160
|
(29,410
|
)
|
(17,800
|
)
|
(17,800
|
)
|
||||||||||||||||||
LB Media, LLC activity, period ended March 22, 2017:
|
||||||||||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
(108,355
|
)
|
(108,355
|
)
|
|||||||||||||||||||
Impact of Merger Agreement:
|
||||||||||||||||||||||||||||
Shares acquired in connection with Merger Agreement
|
-
|
-
|
58,090,663
|
58,090
|
(58,090
|
)
|
-
|
-
|
||||||||||||||||||||
Retirement of shares to complete Merger Agreement
|
-
|
-
|
(46,250,000
|
)
|
(46,250
|
)
|
46,250
|
-
|
-
|
|||||||||||||||||||
Shares issued in connection with Merger Agreement
|
-
|
-
|
-
|
-
|
850,000
|
-
|
850,000
|
|||||||||||||||||||||
Distributions
|
-
|
-
|
-
|
-
|
-
|
(600,000
|
)
|
(600,000
|
)
|
|||||||||||||||||||
Stock subscriptions
|
3,750,000
|
3,750
|
-
|
-
|
201,250
|
-
|
205,000
|
|||||||||||||||||||||
Consolidated net loss from March 23 through June 30, 2017
|
-
|
-
|
-
|
-
|
-
|
(232,380
|
)
|
(232,380
|
)
|
|||||||||||||||||||
June 30, 2017
|
7,000,000
|
$
|
7,000
|
38,000,663
|
$
|
38,000
|
$
|
1,010,000
|
$
|
(958,535
|
)
|
$
|
96,465
|
Six months ended June 30,
|
||||||||||||
2017
|
2016
|
2015
|
||||||||||
(unaudited)
|
(unaudited)
|
|||||||||||
Sales revenue
|
$
|
466,267
|
$
|
221,178
|
$
|
159,556
|
||||||
Total revenue
|
466,267
|
221,178
|
159,556
|
|||||||||
Operating expenses:
|
||||||||||||
Selling expenses
|
450
|
--
|
--
|
|||||||||
General and administrative
|
806,332
|
282,011
|
243,038
|
|||||||||
Total operating expenses
|
806,782
|
282,011
|
243,038
|
|||||||||
Loss from operations
|
(340,515
|
)
|
(60,833
|
)
|
(83,482
|
)
|
||||||
Other income (expense):
|
||||||||||||
Interest expense
|
(220
|
)
|
--
|
--
|
||||||||
Other (expense), net
|
(220
|
)
|
--
|
--
|
||||||||
Net loss
|
$
|
(340,735
|
)
|
$
|
(60,833
|
)
|
$
|
(83,482
|
)
|
|||
Loss per common share:
|
||||||||||||
Basic and diluted
|
$
|
(0.01
|
)
|
$
|
0.00
|
$
|
0.00
|
|||||
Weighted average common shares outstanding:
|
||||||||||||
Basic and diluted
|
32,570,967
|
26,160,000
|
26,160,000
|
Six months ended June 30,
|
||||||||||||
2017
|
2016
|
2015
|
||||||||||
Operating Activities:
|
(unaudited)
|
(unaudited)
|
||||||||||
Net loss
|
$
|
(340,735
|
)
|
$
|
(60,833
|
)
|
$
|
(83,482
|
)
|
|||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
|
||||||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Prepaid expenses and other
|
(15,952
|
)
|
3,166
|
8,472
|
||||||||
Accounts payable and accrued liabilities
|
4,856
|
94,548
|
72,629
|
|||||||||
Net cash (used in) provided by operating activities
|
(351,831
|
)
|
36,881
|
(2,381
|
)
|
|||||||
Investing Activities:
|
||||||||||||
Purchase of office equipment
|
(1,500
|
)
|
--
|
--
|
||||||||
Net cash used in investing activities
|
(1,500
|
)
|
--
|
--
|
||||||||
Financing Activities:
|
||||||||||||
Proceeds from issuance of stock
|
1,055,000
|
--
|
--
|
|||||||||
Distributions
|
(600,000
|
)
|
(7,235
|
)
|
--
|
|||||||
Net cash provided by (used in) financing activities
|
455,000
|
(7,235
|
)
|
--
|
||||||||
Net change in cash
|
101,669
|
29,646
|
(2,381
|
)
|
||||||||
Cash, beginning of period
|
63,011
|
22,714
|
48,068
|
|||||||||
Cash, end of period
|
$
|
164,680
|
$
|
52,360
|
$
|
45,687
|
1 Year Leafbuyer Technologies (QB) Chart |
1 Month Leafbuyer Technologies (QB) Chart |
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