Forward Looking Statements

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

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

Our unaudited interim condensed consolidated financial statements for the three and six months ended December 31, 2019 are expressed in US dollars and are prepared in accordance with generally accepted accounting principles in the United States of America. They reflect all adjustments (all of which are normal and recurring in nature) that, in the opinion of management, are necessary for fair presentation of our interim financial information. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent quarter or for our fiscal year ending June 30, 2020. 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, 2019, 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



Leafbuyer.com Platform



The Company's wholly owned subsidiary, LB Media Group, LLC has evolved and grown from a listing website focused on helping consumers find local cannabis-related retail establishments, into a comprehensive technology company with a suite of marketing tools designed to serve legal cannabis businesses. The Company's website, Leafbuyer.com, hosts a robust search algorithm similar to Trivago, where consumers can search the database for appealing offers or specific items. In addition to these digital acquisition tools, Leafbuyer provides a loyalty platform, online ordering, and SEO services ultimately aiming to be the "one-stop shop" for businesses in the challenging cannabis industry. Leafbuyer reaches millions of consumers every month and is the official cannabis deals platform LA Weekly, Grasscity, Voice Media Group, and The Stranger.

The site's sophisticated vendor dashboard pairs vendor data with consumer needs and presents a robust, 24/7 real-time dashboard where vendors can update menus, specials, available jobs, and more. The system helps to track the vendors' return on investment.

The Company continues an aggressive push into all legal cannabis markets, including initiating a presence in the Canadian market. Increasing the company's marketing and sales presence in new markets is a primary objective. Along with this expansion, the Company continues to develop new 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 some, will exceed $30 billion in revenue by the year 2020. The founders and board of directors has been, and will continue to be, aggressive in pursuing long-term opportunities.






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Leafbuyer's condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.





Comparison of results of operations for the three months ended December 31, 2019
and 2018



                             Three Months Ended December 31,
                                 2019                 2018            Change         %
Sales revenue              $        805,281       $     419,713     $  385,568        92 %

Total operating expenses          1,760,864           1,960,059       (199,195 )     (10 )%

Interest expense                   (314,257 )          (137,524 )     (176,733 )     129 %

Net loss                   $     (1,269,840 )     $  (1,677,870 )   $  408,030        24 %



Sales Revenue, Cost of Revenue and Gross Profit

Revenues increased for the three months ended December 31, 2019 compared to the same period in 2018 as we expanded our customer base and continued to implement our growth plan. Through our national network of cannabis deals and information, we are able to reach millions of consumers monthly and are looking to continue to expand our presence in the marketplace.





Operating Expenses



                             Three Months Ended December 31,
                               2019                   2018             Change           %
Selling expenses         $        111,354       $         55,079     $   56,275           102 %
General and
administrative                    871,901                824,498         47,403             6 %
Wages, payroll taxes,
commissions and other
employee expenses                 776,107                483,189        292,918            61 %
Stock based
compensation expense                1,502                597,293       (595,791 )        (100 )%
                         $      1,760,864       $      1,960,059     $ (199,195 )         (10 )%



The increase in operating expenses during the three months ended December 31, 2019 compared to 2018 was driven by our growth and expansion, particularly on the personnel side as we added new sales and account management staff to sell our services in new markets and handle the increased customer base.





Comparison of results of operations for the six months ended December 31, 2019
and 2018



                             Six Months Ended December 31,
                                 2019                2018           Change         %
Sales revenue              $      1,295,516      $    807,230     $  488,286        60 %

Total operating expenses          4,098,206         3,739,381        358,825        10 %

Interest expense                   (569,692 )        (174,622 )     (395,070 )     226 %

Net loss                   $     (3,372,382 )    $ (3,106,773 )   $ (265,609 )       9 %





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Sales Revenue, Cost of Revenue and Gross Profit

Revenues increased for the six months ended December 31, 2019 compared to the same period in 2018 as we expanded our customer base and continued to implement our growth plan. Through our national network of cannabis deals and information, we are able to reach millions of consumers monthly and are looking to continue to expand our presence in the marketplace.





Operating Expenses



                                Six Months Ended December 31,
                                   2019                 2018           Change           %
Selling expenses              $       198,955       $    130,275     $   68,680            53 %
General and administrative          1,787,074          1,527,327        259,747            17 %
Wages, payroll taxes,
commissions and other
employee expenses                   1,504,966            886,410        618,556            70 %
Stock based compensation
expense                               607,211          1,195,369       (588,158 )         (49 )%
                              $     4,098,206       $  3,739,381     $  358,825            10 %



The increase in operating expenses during the six months ended December 31, 2019 compared to 2018 was driven by our growth and expansion, particularly on the personnel side as we added new sales and account management staff to sell our services in new markets and handle the increased customer base.

Liquidity and Capital Resources

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

At December 31, 2019 we had $864,917 in cash and cash equivalents. Our cash flows from operating, investing and financing activities were as follows:





Cash Flows



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



                                              Six Months Ended December 31,
                                                  2019                2018

Net cash used in operating activities $ (2,141,208 ) $ (1,598,325 ) Net cash used in investing activities $ (405,992 ) $ (229,180 ) Net cash provided by financing activities $ 3,230,470 $ 2,069,737






Working Capital


Working capital is the amount by which current assets exceed current liabilities. We had negative working capital of $1,505,281 and $2,897,850, respectively, as of December 31, 2019 and June 30, 2019. The decrease in working capital is due to the net loss for the period.






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Inflation


Although our operations are influenced by general economic conditions, we do not believe that inflation had a material effect on our results of operations during the six-month period ended December 31, 2019.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements as of December 31, 2019 and June 30, 2019.





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, 2019 form 10-K in the Critical Accounting Policies section of Management's Discussion and Analysis of Financial Condition and Results of Operations.





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. A complete summary of these policies is included in Note 2 of the notes to our unaudited interim condensed consolidated financial statements. 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


Topic ASC 606 is effective as of the annual reporting period beginning after December 15, 2017 using either of two methods: (1) retrospective application of Topic ASC 606 to each prior reporting period presented with the option to elect certain practical expedients as defined within Topic ASC 606 or (2) retrospective application of Topic ASC 606 with the cumulative effect of initially applying Topic ASC 606 recognized at the date of initial application and providing certain additional disclosures as defined per Topic ASC 606. We adopted Topic ASC 606 pursuant to the method (2) and we determined that any cumulative effect for the initial application did not require an adjustment to retained earnings at July 1, 2018.






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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.

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