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
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,
The Leafbuyer Technology Platform reaches millions of cannabis consumers every
month through its web-based platform, loyalty platform and smart application
technology. Our website's sophisticated vendor dashboard allows our clients to
update menus, deals and create real-time messages to communicate to consumers
24/7. The platform also provides a robust reporting feature to track the
vendors' return on investment. With the increased popularity of
We continue an aggressive push into all legal cannabis states. Increasing our marketing and sales presence in new markets is a primary objective. Along with this expansion, we continue to develop new technologies that will serve cannabis dispensaries and product companies in attracting and retaining consumers.
We plan to grow through the aggressive deployment of sales and marketing resources into legal cannabis states, reducing costs and adding more products that produce higher margins. The company also continues to look for acquisition partners to achieve strategic business objectives. However, there can be no assurance that we will be able to locate and acquire such opportunities or that they will be on terms that are favorable to us.
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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 endedDecember 31, 2021 and 2020 Three months Ended December 31, 2021 2020 Change % Revenue$ 923,829 $ 602,787 $ 321,042 53 % Cost of revenue 662,059 487,041 175,018 36 % Gross profit 261,770 115,746 146,024 126 % Total operating expenses 750,675 583,357 167,318 29 % Gain (loss) on derivative liability (838,303 ) (3,714,877 ) 2,876,574 230 % Gain of PPP Forgiveness - - - % Interest expense (46,650 ) (73,260 ) (26,610 ) (36 )% Net income $ (1,373,858$ (4,255,748 ) $ 2,881,891 68 % Revenues
During the three months ended
Gross Profit
Gross profit increased to
Expenses
During the three months ended
We did not properly record a derivative liability related to the 55% conversion
feature in the Series A preferred stock in prior periods. We corrected this
error by recording a liability and charging this amount against retained
earnings as of
Interest expense was
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During the three months ended
Comparison of results of operations for the six months endedDecember 31, 2021 and 2020 Six months Ended December 31, 2021 2020 Change % Revenue$ 1,775,522 $ 1,255,510 $ 520,012 41 % Cost of revenue 1,292,594 943,946 348,648 37 % Gross profit 482,928 311,564 171,364 55 % Total operating expenses 1,559,925 1,504,238 55,687 4 Gain (loss) on derivative liability 2,208,470 (2,792,563 ) 5,001,033 (179 )% Gain of PPP Forgiveness 577,977 - 557,977 % Interest expense (104,321 ) (235,231 ) (110,910 ) (52 )% Net income$ 1,585,129 $ (4,200,468 ) $ 5,785,597 (138 )% Revenues
During the six months ended
Gross Profit
Gross profit increased to
Expenses
During the six months ended
We did not properly record a derivative liability related to the 55% conversion
feature in the Series A preferred stock in prior periods. We corrected this
error by recording a liability and charging this amount against retained
earnings as of
Other income during the period ended
20 Table of Contents Net Income
During the six months ended
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
Cash Flows Our cash flows from operating, investing and financing activities were as follows: Six months Ended September, 2021 2020
Net cash used in operating activities
As of
Off-Balance Sheet Arrangements
We had no off-balance sheet arrangements as of
Critical Accounting Estimates
Our condensed consolidated financial statements and accompanying notes have been
prepared in accordance with
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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
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.
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