UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended June 30, ~~2023~~2024

☐	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 301, 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

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

Common Stock, par value $0.001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐ No ☒

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 registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its report. ☐

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

The aggregate market value of the common equity held by non-affiliates of the Registrant (assuming for this purpose, but without conceding, that all executive officers and Directors are “affiliates” of the Registrant) as of December 31, ~~2022~~2023 the last day of business day of the Registrant’s most recently completed second fiscal quarter was $53,~~321~~977,~~726~~143 based on $0.~~056~~04 per share price.

The number of shares of outstanding of the Registrant’s Common Stock as of November ~~September 28~~5, ~~2023~~2024 was 99100,~~428~~071,~~575~~075

DOCUMENTS INCORPORATED BY REFERENCE

None

Table of Contents

		Page
PART I
Item 1.	Business	3
Item 1A.	Risk Factors	5
Item 1B.	Unresolved Staff Comments	11
Item 2	Properties	11
Item 1C.	Cybersecurity	11
Item 3.	Legal Proceedings	11
Item 2	Properties	13
Item 4.	Mine Safety Disclosures	11
Item 3.	Legal Proceedings	13
Item 4.	Mine Safety Disclosures	13
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1214
Item 6.	Selected Financial Data	1416
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1416
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	2022
Item 8.	Financial Statements and Supplementary Data	2022
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	2123
Item 9A.	Controls and Procedures	2123
Item 9B.	Other Information	2224
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	2325
Item 11.	Executive Compensation	2628
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	2729
Item 13.	Certain Relationships and Related Transactions, and Director Independence	2830
Item 14.	Principal Accountant Fees and Services	2931
PART IV
Item 15.	Exhibits, Financial Statement Schedules	3032

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PART I

ITEM 1. BUSINESS

Forward Looking Statements

This annual report 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.

As used in this annual report, the terms “we”, “us” and “our” mean Leafbuyer Technologies, Inc., unless otherwise indicated.

Business Overview

Leafbuyer.com Platform

Our wholly owned subsidiary, LB Media Group, LLC has evolved and grown as a listing website to a comprehensive marketing technology platform that focuses on new customer acquisition and retention tools that include texting and loyalty and application software technology. 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. The platform gives dispensary owners the ability to target market their customer base by spending limits, brands, frequency, and product types. The Leafbuyer platform alerts consumers of specials as well as online ordering features that help create a more diverse product offering for our clients. Through our total network program, text messages that are sent are converted into add units that are posted to Leafbuyer.com in real-time. This is part of our “Live Deals” section and is up to the minute content that is 100% searchable the minute it goes live. This allows new customers more visibility into the latest deals and specials but also gives the dispensary a new opportunity to sign up a new customer. Leafbuyer’s proprietary systems are integrated to form a seamless process for the user to locate, research, and compare prices on thousands of available products. Our website, Leafbuyer.com, and its progressive web application hosts a robust search algorithm similar to popular travel or hotel sites, where consumers can search the database for appealing offers. Consumers 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. With a worldwide pandemic due to Covid-19 and the lockdowns, the need for an instant digital solution in the cannabis industry was put to the test in early March of 2020. We believe we answered that test with new technology enhancements that now include delivery features, increased POS integrations, real-time posting of messages to Leafbuyer.com, notifications through SMS/MMS and push notification technology and the ability to target market consumers buy spending habits.

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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 vendors 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.

We continue an aggressive push into all legal cannabis states. Increasing our marketing and sales presence in new legal markets isas athey ~~primary~~come ~~objective~~open. Along with this expansion, we continue 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 has been estimated by Fortune Business Insights to reach a global market size of 197 billion by 2028. The founders and our Board of Directors have been, and will continue to be, aggressive in pursuing long-term opportunities.

In November of 2020 Leafbuyer Technologies Inc. completed a customizable white label application for our dispensary clients. Consumers have the ability to search, shop, earn rewards, place orders and communicate with their favorite stores all in one convenient application. The application can also be completely branded for the dispensary and allows for 24/7 communication with their patrons.

In April of 2022 Leafbuyer Technologies Inc. launched our data segmentation feature that allows dispensaries to target market their customers. Clients can direct messaging based on spending limits, product types, shopping frequency just to name a few and target market their customer base. Through our advanced integrations, this feature helps increase ROI for the dispensaries and generates more revenue for Leafbuyer. We will continue to expand this feature in the coming months to include more data points based on our customer’s needs.

In March of 2023 Leafbuyer Technologies Inc. launched the very successful “Total Network Solution” that allows dispensaries that send SMS and MMS text messaging to be posted in real-time to Leafbuyer.com. This allows dispensaries access to new customers they can’t get with other competitors, and it helps them gain more signups through the platform. The fresh content is updated in real-time and gives users of the site an opportunity to search thousands of deals nationwide.

In June of 2024 Leafbuyer Technologies Inc. released 2 new products, an enhanced loyalty program that includes more features and the ability for larger MSO to customize a loyalty program based on their needs. This gives us a competitive advantage and flexibility to fit the needs of our customers. Leafbuyer Technologies Inc. also released Instant Action, this gives customers the ability to send video messages, social media reels as part of their MMS messaging service. This allows a more impactful text message and produces a new revenue stream for Leafbuyer as this is a premium service upgrade to sending a regular SMS or MMS message.

COVID -19 and Reduction of Costs

We were affected in 2020 by the COVID-19 outbreak and worldwide pandemic. We saw some postponements in orders in the first few weeks of March 2020 but by the end of March 2020 orders stabilized to a normal level. Many companies in 2020 including Leafbuyer were forced to operate remotely for most of the year which ultimately led to some cost saving benefits. With the effectiveness of a remote sales and development teams, we made the decision to reduce office space in California and Colorado which has significantly reduced costs on an annual basis. We then also made a significant pivot to enhance and automate our technology in 2020 in order to further reduce costs but also provide more tools to increase consumer engagement.

Cost Control

One of our top priorities ~~in 2022~~ has been reducing costs by building better more efficient technology, while converting some positions to part time and focusing on high margin products that help retain current customers. In ~~2022~~2024 we ~~achieved cash flow positive as a result of these measures. In 2023 we~~ have continued a focus on cutting and renegotiating system costs, credit card expenses and other insurance related costs to improve efficiencies of the company. This has translated into thousands of dollars in monthly savings.

The Team

WeAs of June 30th 2024 we have 1412 full-time and part-time employees and our headquarters are located in Greenwood Village, Colorado. In addition, we currently have sales teams in Colorado, Oklahoma and Iowa. Leafbuyer also has relationships with numerous contractors including development and referral partners which it retains from time to time. A majority of our employees are involved in sales and customer service roles.

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Growth State by State

As new states continue to legalize marijuana sales and the market expands, so does Leafbuyer. As of June ~~2023~~2024, Leafbuyer now works with clients in 26 legal states including California, Colorado, Washington, Oklahoma, Oregon, and Michigan and we are continuing our efforts to expand into all legal markets. Our primary focus are markets that have the most potential and that are continuing to expand and show stability.

The marginal cost for Leafbuyer to enter a market is minimal in comparison to growers or retail operations. In order for us to enter a new market, most of our costs include sales and marketing personnel and grassroots efforts to grow the consumer base in the new market. With the changing times of Covid-19, virtual meetings have doubled and are more accepted ~~reducing~~which reduces the cost of travel and office space into smaller markets.

We have formed numerous partnerships in the industry with Point-of-Sale (“POS”) companies. We have solid integrations with 90% of the top POS companies and are continuing to work to deepen those capabilities as they are built.

~~2023~~2024 and Beyond

With 40 states with some form of legal cannabis and with the global market expanding the legal use of marijuana for medicinal and recreational purposes is expected to continue.

Our business model is designed to benefit from this trend. When a new state passes a medical or recreational cannabis law, we can start marketing to consumers and businesses in that state with minimal marginal cost. Because Leafbuyer is not involved in the production or sale of cannabis, we do not have to build expensive growing operations or open brick and mortar stores. As more states pass laws to offer legal cannabis products, we begin marketing into the state and sign-up dispensaries to use the Leafbuyer platform.

We are accelerating growth with our platform by offering custom branded applications. This product works in conjunction with our texting and loyalty platform to provide a truly unique value proposition. Text marketing is monetized through a monthly usage fee while the Custom Application is monetized as a monthly subscription fee. We anticipate a significant reduction in provider costs over time as each application sold allows for push notifications which reduces our overall cost to send via SMS or MMS.

We will also continue 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 in the industry in the future it will require us to look for acquisitions for a significant 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.

ITEM 1A. RISK FACTORS

Risks Related to the Business

We have minimal financial resources. Our company financial statements includes a footnote disclosure stating that there is substantial doubt about our ability to continue as a going concern.

Leafbuyer Technologies, Inc. operates in a highly regulated industry, is an early-stage company and has minimal financial resources. We had a cash balance of $~~445~~165,~~721~~332 as of June 30, ~~2023~~2024. We had an accumulated deficit of $2425,~~435~~247,~~698~~214 at June 30, ~~2023~~2024. We may seek additional financing. The financing sought may be in the form of equity or debt financing from various sources as yet unidentified. We cannot assure you that we will generate sufficient revenue or obtain the necessary financing to continue as a going concern.

The accompanying financial statements have been prepared assuming that we will continue as a going concern. As discussed in Note 1 toof the financial statements, we have suffered recurring losses from operations and have a significant accumulated deficit. These factors raise substantial doubt about our 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.

Leafbuyer is and will continue to be completely dependent on the services of our president, chief executive officer and chief financial officer, the loss of whose services may cause our business operations to cease, and we will need to engage and retain qualified employees and consultants to further implement our strategy.

Leafbuyer’s operations and business strategy are completely dependent upon the knowledge, Technology Development and business connections of, Rossner, Goerner and Breen our executive officers. They are under no contractual obligation to remain employed by Leafbuyer. If they should choose to leave us for any reason or become ill and unable to work for an extended period of time before we have hired additional personnel, our operations could likely fail. Even if we ~~are~~can ~~able to~~ find additional personnel, it is uncertain whether we could find someone who could develop our business along the lines described in this Annual Report. We will likely fail without the services of our current executive officers (or hiring appropriate replacement(s)).

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COVID -19 and Worldwide Pandemic Outlook

As we have mentioned, we were affected in 2020 by the COVID-19 outbreak and worldwide pandemic. We saw some postponements in orders in the first few weeks of March 2020 but by the end of March 2020 orders stabilized to an expected normal level. Many companies in 2020, including Leafbuyer, were forced to operate remotely for most of the year which ultimately led to some cost saving benefits. With the effectiveness of a remote sales and our development teams, we made the decision to reduce office space in California and Colorado which has significantly reduced costs on an annual basis. We also made a significant pivot to enhance and automate our technology in 2020 in order to further reduce costs and also provide more tools to increase consumer engagement.

Because we operate in the cannabis industry, we face a high risk of business failure due to the nature of advertising a federally Illegal product.

We were formed in April 2013. Our efforts to date have related to developing our business plan and beginning business activities. We face a high risk of business failure. The likelihood of our success must be considered in light of the expenses, complications and delays frequently encountered in connection with the establishment and expansion of new businesses and the competitive environment in which we operate. We cannot assure you that future revenues will occur or be significant enough or that we will be able to sell our products and services at a profit, if at all. Future revenues and/or profits, if any, will depend on many various factors, including, but not limited to both initial and continued market acceptance of our website and telecommunication services and the successful implementation of our planned growth strategy.

The regulation of cannabis in the United States is uncertain.

Our activities are subject to regulation by various state and local governmental authorities. including telecommunication companies. Our business objectives are contingent upon, in part, compliance with regulatory requirements enacted by these governmental authorities and obtaining all regulatory approvals necessary for the sale of our products in the jurisdictions in which we operate. Any delays in obtaining or failure to obtain necessary regulatory approvals would significantly delay our development of markets and products, which could have a material adverse effect on our business, results of operations and financial condition. Furthermore, although we believe that our operations are currently carried out in accordance with all applicable state and local rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner that could limit or curtail our ability to distribute or produce marijuana. Amendments to current laws and regulations governing the importation, distribution, transportation and/or production of marijuana, or more stringent implementation thereof could have a substantial adverse impact on us.

The cannabis industry is relatively new.

We are operating in a relatively new industry and market. In addition to being subject to general business risks, we must continue to build brand awareness in this industry and market share through significant investments in our strategy, production capacity, quality assurance and compliance with regulations. Research in Canada, the United States and internationally regarding the medical benefits, viability, safety, efficacy and dosing of cannabis or isolated cannabinoids, such as cannabidiol, or CBD, and tetrahydrocannabinol, or THC, remains in relatively early stages. Few clinical trials on the benefits of cannabis or isolated cannabinoids have been conducted. Future research and clinical trials may draw opposing conclusions to statements contained in the articles, reports and studies currently favored, or could reach different or negative conclusions regarding the medical benefits, viability, safety, efficacy, dosing or other facts and perceptions related to medical cannabis, which could adversely affect social acceptance of cannabis and the demand for our products and dispensary services.

Accordingly, there is no assurance that the cannabis industry and the market for medicinal and/or adult-use cannabis will continue to exist and grow as currently anticipated or function and evolve in a manner consistent with management’s expectations and assumptions. Any event or circumstance that adversely affects the cannabis industry, such as the imposition of further restrictions on sales and marketing or further restrictions on sales in certain areas and markets could have a material adverse effect on our business, financial condition and results of operations.

We may not be successful in hiring technical personnel because of the competitive market for qualified technical people.

Our future success depends largely on our ability to attract, hire, train and retain highly qualified technical personnel to provide our services. Competition for such personnel is intense. We cannot assure you that we will be successful in attracting and retaining the technical personnel we require to conduct and expand our operations successfully and to differentiate ourselves from our competitors. Our results of operations and growth prospects could be materially adversely affected if we are unable to attract, hire, train and retain such qualified technical personnel.

We will face competition from companies with significantly greater resources and name recognition.

The markets in which we will operate are characterized by intense competition from several types of solution and technical service providers. We expect to face further competition from new market entrants and possible alliances among competitors in the future as the convergence of information processing and telecommunications continues. Many of our current and potential competitors have significantly greater financial, technical, marketing and other resources than we do. As a result, they may be better able to respond or adapt to new or emerging technologies and changes in client requirements or to devote greater resources to the development, marketing and sales of their services than us. We cannot assure you that we will be able to compete successfully. In addition, we will be faced with numerous competitors, both strategic and financial, in attempting to obtain competitive products. Many actual and potential competitors may be part of much larger companies with substantially greater financial, marketing and other resources than us, and there can be no assurance that we will be able to compete effectively against any of those future competitors.

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To continue to expand and innovate, we may need additional financing.

We ~~will~~may ~~have~~need to obtain additional financing in order to conduct our business in a manner consistent with our proposed operations. There is no guaranty that additional funds will be available when, and if, needed. If we are unable to obtain financing, or if its terms are too costly, we may be forced to curtail expansion of operations until such time as alternative financing may be arranged, which could have a materially adverse impact on our operations and our shareholders’ investment.

Risks Related to Our Securities

Our officers and directors currently own the majority of our voting power, and through this ownership, control us and our corporate actions.

Our current Board of Directors and executive officers hold approximately 3525.8% of the voting power of our outstanding voting capital stock as of June 30, ~~2023~~2024. These parties have a controlling influence in determining the outcome of any corporate transaction or other matters submitted to our stockholders for approval, including mergers, consolidations and the sale of all or substantially all our assets, election of directors, and other significant corporate actions. As such, these shareholders have the power to prevent or cause a change in control; therefore, without their consent we could be prevented from entering into transactions that could be beneficial to us. The interests of our executive officers may give rise to a conflict of interest with us and our shareholders.

There is a substantial lack of liquidity of our common stock and volatility risks.

Our common stock is quoted on the OTC Markets platform under the symbol “LBUY.” The liquidity of our common stock may be very limited and affected by our limited trading market. The OTC Markets quotation platform is an inter-dealer market much less regulated than the major exchanges, and is subject to abuses, volatilities, and short selling. There is currently no broadly followed and established trading market for our common stock. An established trading market may never develop or be maintained. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders. ~~Absence~~The absence of an active trading market reduces the liquidity of the shares traded.

The trading volume of our common stock may be limited and sporadic. This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable. Consequently, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our common stock will develop or be sustained, or that current trading levels will be sustained. As a result of such trading activity, the quoted price for our common stock on the OTC Markets may not necessarily be a reliable indicator of our fair market value. In addition, if our shares of common stock cease to be quoted, holders would find it more difficult to dispose of or to obtain accurate price quotation as to the market value of, our common stock and as a result, the market value of our common stock likely would decline.

Change of auditing firm.

On a letter from the SEC dated May 3^rd, 2024, we disclosed the firing of our audit firm BF Borgers on May 8th, 2024 and the hiring of our current new firm BCRG Group (BCRG) to re-review and re-audit our 2023 and 2024 3^rd quarter 10-Q, as well as our 2023 and 2024 10-K filings. We expect no significant or material changes to our reporting numbers.

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The market price for our stock may be volatile and subject to fluctuations in response to factors, including the following:

●

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 and services;

●

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;

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investors entering into short sale contracts;

●

regulatory developments affecting our industry; and

●

additions or departures of key personnel.

Many of these factors are beyond our control and may decrease the market price of our common stock, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common stock will be at any time, including as to whether our common stock will sustain current market prices, or as to what effect that the sale of shares or the availability of common stock for sale at any time will have on the prevailing market price.

Our common stock may never be listed on a major stock exchange.

We currently do not satisfy the initial listing standards and cannot ensure that we will be able to satisfy such listing standards or that our common stock will be accepted for listing on any such exchange. Should we fail to satisfy the initial listing standards of such exchanges, or our common stock is otherwise rejected for listing, the trading price of our common stock could suffer, the trading market for our common stock may be less liquid, and our common stock price may be subject to increased volatility.

A decline in the price of our common stock could affect our ability to raise working capital and adversely impact on our ability to continue operations.

A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. A decline in the price of our common stock could be especially detrimental to our liquidity and our operations. Such reductions may force us to reallocate funds from other planned uses and may have a significant negative effect on our business plan and operations, including our ability to develop new services and continue our current operations. If our common stock price declines, we can offer no assurance that we will be able to raise additional capital or generate funds from operations sufficient to meet our obligations. If we are unable to raise sufficient capital in the future, we may not be able to have the resources to continue our normal operations.

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Concentrated ownership of our common stock creates a risk of sudden changes in our common stock price.

The sale by any shareholder of a significant portion of their holdings (particularly of our existing significant shareholders and executive management) could have a material adverse effect on the market price of our common stock.

Sales of our currently issued and outstanding stock may become freely tradable pursuant to Rule 144 and may dilute the market for your shares and have a depressive effect on the price of the shares of our common stock.

A number of the outstanding shares of common stock are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”) (“Rule 144”). As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Securities Act and as required under applicable state securities laws. Rule 144 provides in essence that a non-affiliate who has held restricted securities for a period of at least six months may sell their shares of common stock. Under Rule 144, affiliates who have held restricted securities for a period of at least six months may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed the greater of 1% of a company’s outstanding shares of common stock or the average weekly trading volume during the four calendar weeks prior to the sale (the four calendar week rule does not apply to companies quoted on the OTC Markets). A sale under Rule 144 or under any other exemption from the Securities Act, if available, or pursuant to subsequent registrations of our shares of common stock, may have a depressive effect upon the price of our shares of common stock in any active market that may develop.

If we issue additional shares or derivative securities in the future, it will result in the dilution of our existing stockholders.

The Company has 700,000,000 shares of common stock authorized with a par value of $0.001 per share as of June 30, ~~2023~~2024. 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 June 30, ~~2023~~2024. 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.

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 hereby 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.

We do not plan to declare or pay any dividends to our stockholders in the near future.

We have not declared any dividends in the past, and we do not intend to distribute dividends in the near future. The declaration, payment and amount of any future dividends will be made at the discretion of the Board of Directors and will depend upon, among other things, the results of operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant. We cannot assure you that future dividends will be paid, and if dividends are paid, there is no assurance with respect to the amount of any such dividend.

The requirements of being a public company may strain our resources and distract management.

We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). These requirements are extensive. The Exchange Act requires that we file annual, quarterly, and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting.

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We may incur significant costs associated with our public company reporting requirements and costs associated with applicable corporate governance requirements. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time-consuming and costly. This may divert management’s attention from other business concerns, which could have a material adverse effect on our business, financial condition, and results of operations. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our Board of Directors or as executive officers. We are currently evaluating and monitoring developments with respect to these rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

Persons associated with securities offerings, including consultants, may be deemed to be broker dealers.

In the event that any of our securities are offered without engaging a registered broker-dealer, we may face claims for rescission and other remedies. If any claims or actions were to be brought against us relating to our lack of compliance with the broker-dealer requirements, we could be subject to penalties, required to pay fines, make damages payments or settlement payments, or repurchase such securities. In addition, any claims or actions could force us to expend significant financial resources to defend our company, could divert the attention of our management from our core business and could harm our reputation.

Future changes in financial accounting standards or practices may cause adverse unexpected financial reporting fluctuations and affect reported results of operations.

A change in accounting standards or practices can have a significant effect on our reported results and may even affect our reporting of transactions completed before the change is effective. New accounting pronouncements and varying interpretations of accounting pronouncements have occurred and may occur in the future. Changes to existing rules or the questioning of current practices may adversely affect our reported financial results or the way we conduct business.

“Penny Stock” rules may make buying or selling our common stock difficult.

Trading in our common stock is subject to the “penny stock” rules. The SEC has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. These rules require that any broker-dealer that recommends our common stock to persons other than prior customers and accredited investors, must, prior to the sale, make a special written suitability determination for the purchaser and receive the purchaser’s written agreement to execute the transaction. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated with trading in the penny stock market. In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and current quotations for the securities they offer. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our common stock, which could severely limit the market price and liquidity of our common stock.

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Our ability to issue preferred stock may adversely affect the rights of holders of our common stock and may make takeovers more difficult, possibly preventing you from obtaining the optimal price for our common stock.

Our Articles of Incorporation authorizes the issuance of shares of “blank check” preferred stock, which would have the designations, rights and preferences as may be determined from time to time by the Board of Directors. Accordingly, the Board of Directors is empowered, without shareholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of our common stock. The issuance of preferred stock could be used, under certain circumstances, as a method of discouraging, delaying, or preventing a change in control of our company.

We rely significantly on information technology and any failure, inadequacy, or security lapse of that technology, including any cybersecurity incidents, could harm us.

We believe that companies have been increasingly subject to a wide variety of security incidents, cyberattacks and other attempts to gain unauthorized access. These threats can come from a variety of sources, ranging in sophistication from an individual hacker to a state-sponsored attack. Cyber threats may be generic, or they may be custom-crafted against our information systems. Over the past few years, cyber-attacks have become more prevalent and much harder to detect and defend against. Several key areas of our business depend on the use of information technologies, including production, manufacturing, marketing, and logistics, as well as clinical and regulatory matters. We also utilize systems that allow for the secure storage and transmission of proprietary or confidential information regarding our customers, employees, and others, including personal information. If we fail to maintain or protect our information systems and data integrity effectively, we could have problems in determining product cost estimates and establishing appropriate pricing, have difficulty preventing, detecting, and controlling fraud, have disputes with physicians, and other health care professionals, have regulatory sanctions or penalties imposed, have increases in operating expenses, incur expenses or lose revenues as a result of a data privacy breach, or suffer other adverse consequences and reputational damages. While we have invested in the protection of data and information technology, there can be no assurance that our efforts or those of our third-party collaborators, if any, or manufacturers, to implement adequate security and quality measures for data processing would be sufficient to protect against data deterioration or loss in the event of a system malfunction, or to prevent data from being stolen or corrupted in the event of a security breach. Any such loss or breach could harm our business, operating results, and financial condition. For a discussion of our management of cybersecurity risks, see Item 1C. “Cybersecurity-Risk Management” and “-Governance.”

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 21C. ~~PROPERTIES~~CYBERSECURITY

~~Our~~Risks ~~executive~~related ~~office~~to ~~are~~Cybersecurity ~~located at 6888 S. Clinton Street, Suite 301, Greenwood Village, CO 80112.~~Incidents

~~ITEM~~We 3face significant risks related to cybersecurity threats, which could adversely affect our business, financial condition, and results of operations. ~~LEGAL~~Cybersecurity ~~PROCEEDINGS~~incidents, including but not limited to unauthorized access, data breaches, and other malicious activities, could result in the loss or theft of sensitive information, disruption of our operations, and damage to our reputation. While we have implemented measures to protect our information systems, there can be no assurance that these measures will effectively prevent all cybersecurity incidents.

WeSpecific ~~are~~risks ~~not aware of any legal proceedings to which we are a party or of which our property is the subject. None of our directors~~include, ~~officers,~~but ~~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~~limited ~~of any other legal proceedings that have been threatened against us.~~to:

~~ITEM~~1. Data Breaches: A breach of our information systems could lead to unauthorized access to customer or employee data, resulting in reputational harm and legal liabilities. 2. Operational Disruption: Cybersecurity incidents could disrupt our operations, leading to delays in production, delivery, or fulfillment of customer orders. 3. Intellectual Property Theft: Unauthorized access to our proprietary information could result in intellectual property theft, impacting our competitive position in the market. 4. ~~MINE~~Regulatory ~~SAFETY~~and ~~DISCLOSURES~~Legal Compliance: Cybersecurity incidents may subject us to regulatory investigations, legal claims, and penalties, affecting our compliance with applicable laws and regulations. 5. Third-Party Relationships: Our reliance on third-party vendors and service providers exposes us to additional cybersecurity risks, and a security breach affecting these entities could impact our operations.

~~Not~~11 ~~applicable.~~Table of Contents

11Although, ~~Table~~to date, cybersecurity incidents have not materially impacted our business strategy, results of ~~Contents~~operations, or financial condition, there can be no assurances that they will not do so in the future.

~~PART~~Refer IIto “Item 1A. Risk factors” in this Annual Report for additional information about cybersecurity-related risks.

~~ITEM~~Risk 5.Management ~~MARKET~~and ~~FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES~~Strategy

~~Market~~Assessing, ~~Information~~Identifying, and Managing Material Cyber Threats

~~Our~~We ~~common~~have ~~stock~~in isplace ~~quoted~~certain oninfrastructure, ~~the~~systems, ~~OTC~~policies, ~~Markets~~and ~~under~~procedures ~~the~~that ~~trading~~are ~~symbol~~designed ~~“LBUY”.~~to ~~Trading~~proactively inand ~~stocks~~reactively ~~quoted~~address oncircumstances ~~the~~that ~~OTC~~arise ~~Markets~~when isunexpected ~~often~~events ~~thin~~such ~~and~~as isa ~~characterized~~cybersecurity byincident ~~wide~~occur. ~~fluctuations~~These ininclude ~~trading~~processes ~~prices~~for ~~due~~assessing, toidentifying, ~~many~~and ~~factors~~managing ~~that~~material ~~may~~risks ~~have~~from ~~little~~cybersecurity tothreats. doWe consult with aexternal ~~company’s~~parties, ~~operations~~such oras ~~business~~cybersecurity ~~prospects.~~firms Weand ~~cannot~~risk ~~assure~~management ~~you~~and ~~that~~governance ~~there~~experts, ~~will~~on berisk management and strategy. We use a ~~market~~team ~~for~~of ~~our~~outside ~~common~~vendors ~~stock~~and ingovernment ~~the~~services ~~future.~~specializing ~~Our~~in ~~common~~IT ~~stock~~and ~~commenced~~cybersecurity ~~trading~~that onprovide ~~April~~expertise, 5tools, ~~2017~~and ~~under~~methodologies ~~the~~to ~~symbol~~identify ~~“APVT”~~and assess vulnerabilities and potential threats. Automated tools and

~~The~~AI-based ~~following~~user ~~quotations~~behavior ~~reflect~~analytics ~~the~~also ~~high~~support identification and ~~low~~management ~~bids~~of ~~for~~cyber threats. Response to a broad category of threats is immediate and automatic. Security personnel and members of our ~~common~~management ~~stock~~are ~~based~~alerted onwhen ~~inter-dealer~~cyber ~~prices,~~threats ~~without~~or ~~retail~~anomalies ~~mark-up,~~are ~~mark-down~~detected. Persistent threats or ~~commission~~issues that, ~~and~~in ~~may~~the ~~not~~opinion ~~represent~~of ~~actual~~management, ~~transactions~~are material are immediately brought to the attention of our board of directors.

	Year ended June 30, 2023
	High		Low
Quarter ended June 30, 2023	$	0.12	$	0.07
Quarter ended March 31, 2023	$	0.13	$	0.05
Quarter ended December 31, 2022	$	0.06	$	0.04
Quarter ended September 30, 2022	$	0.05	$	0.04

In the event of a detected cyber incident by 24/7 monitoring software or employee notification, our IT and cybersecurity provider performs a detailed assessment of the incident, identifies the source of the problem, and resolves the issue as appropriate. If they are unable to resolve the issue, the problem is escalated to our cybersecurity monitoring and detection software provider for resolution. Events which are not routinely resolved by our IT and cybersecurity provider are brought to the attention of the board.

	Year ended June 30, 2022
	High		Low
Quarter ended June 30, 2022	$	0.05	$	0.04
Quarter ended March 31, 2022	$	0.06	$	0.04
Quarter ended December 31, 2021	$	0.09	$	0.04
Quarter ended September 30, 2021	$	0.13	$	0.07

In order to mitigate risks of cybersecurity incidents, critical business and operational data are backed up at night and stored offsite for security purposes and to restore data in the event of a breach. Additionally, we provide cybersecurity awareness training of our employees, incident response personnel, and senior management.

~~Holders~~Governance

AsOur ofexecutive ~~June~~management 30team is primarily responsible for assessing and managing our material risks from cybersecurity threats. Management supervises both our internal cybersecurity and IT related personnel, ~~2023~~as well as our retained external cybersecurity consultants and vendors. Additionally, ~~there~~they ~~were~~supervise ~~approximately~~efforts 11to prevent,~~000~~ ~~holders~~detect, ofmitigate, ~~record~~and ofremediate cybersecurity risks and incidents through various means, which may include briefing from internal or external security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants or vendors engaged by us; and alerts and reports produced by security tools deployed in our ~~common~~IT ~~stock~~environment.

12Our ~~Table~~board of ~~Contents~~directors provides oversight and oversees management’s processes for identifying and mitigating risks, including cybersecurity risks, to help align our risk exposure with our strategic objectives. Two of our management have received training on cyber risk governance for public companies, regularly brief our board of directors on our cybersecurity and information security posture as well as cybersecurity incidents deemed to have a moderate or higher business impact, even if viewed as immaterial to us. As cyber threats evolve and become more sophisticated, we believe that the board’s involvement in cybersecurity governance ensures that we are adequately focused on resources and protecting the Company’s assets and reputation.

~~Dividends~~12 Table of Contents

WeITEM ~~have not paid cash dividends on shares of our common stock and we do not expect to declare or pay dividends on shares of our common stock for the foreseeable future~~2. We intend to retain earnings, if any, to finance the development and expansion of our business. Our future dividend policy will be subject to the discretion of our Board of Directors and will depend upon our future earnings, if any, our financial condition, our capital requirements, general business conditions and other factors.PROPERTIES

~~Equity~~Our ~~Compensation~~executive ~~Plans~~office is located at 6888 S. Clinton Street, Suite 301, Greenwood Village, CO 80112.

WeITEM ~~have an equity incentive plan that was established in February of 2017~~3. ~~Our~~LEGAL Board of Directors may from time to time, in its discretion grant to our directors, officers, consultants and employees, non-transferable options to purchase our common stock, provided that the number of options issued do not exceed 25,000,000. The options are exercisable for a period of up to 4 years from the date of the grant. The number of shares authorized to be issued under the equity incentive plan was increased from 10,000,000 to 25,000,000 through a consent of stockholders to amend and restate the equity incentive plan.PROCEEDINGS

~~Recent~~We ~~Sales~~are not aware of ~~Unregistered~~any ~~Securities~~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.

OnITEM July 2, 2019, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Investors”), pursuant to which we agreed to issue and sell directly to the Investors in a private offering (the “Offering”), an aggregate of 7,211,538 shares of our common stock (the “Shares”), par value $0.001 per share, at $0.624 per Share or a 20% discount to the closing price as of July 2, 2019, for gross proceeds of approximately $4~~,500,000 before deducting offering expenses~~. ~~The~~MINE ~~shares~~SAFETY were offered by us pursuant to the exemption provided in Section 4(a)(2) under the Securities Act, and Rule 506(b) promulgated thereunder. We were obligated in accordance with the terms of a Registration Rights Agreement (the “Rights Agreement”) to register the Shares and the shares of common stock underlying the warrants described below, within 90 days from the date of the Purchase Agreement. All shares of the common stock and shares of common stock underlying the warrants have been registered.DISCLOSURES

AsNot additional consideration for the purchase of the Shares, we agreed to issue to the Investors Series A Warrants, Series B Warrants, and Series C Warrants (collectively, the “Warrants”). The number of shares for the Warrants and exercise price of the Warrants is subject to adjustment; provided, however, on each of (i) the 3rd trading day following the effective date (the “Effective Date”) of the Registration Statement to be filed by us (the “Interim True-Up Date”), and (ii) the 6th trading day following the Effective Date (the “Final True-Up Date”), the exercise price shall be reduced, and only reduced, to equal the lower of (1) the then exercise price and (2) 100% of the lowest VWAP during the 2 trading days prior to the Interim True-Up Date or 5 trading days prior to the Final True-Up Date, as applicable~~, immediately following the Effective Date~~. The Series C Warrants, which are considered pre-funded, allow each Investor to purchase an amount of shares equal to the sum of (a) any shares purchased by the Investor pursuant to the Purchase Agreement that would have resulted in the beneficial ownership of greater than 4.99% of our outstanding common stock, (b) on the 3rd trading day following the Effective Date, if 80% of the lowest VWAP during the 2 trading days immediately prior to such date (“Primary Effective Date Price”) is less than $0.624, then a number of shares of our common stock equal to such Investor’s Purchase Agreement purchase amount divided by the Primary Effective Date Price less any shares of our common stock (i) issued at the closing and (ii) issuable pursuant to clause (a) above, if any, and (c) on the 6th trading day following the Effective Date, if 80% of the lowest VWAP during the 5 trading days immediately prior to such date (“Secondary Effective Date Price”) is less than $0.624, then a number of shares of our common stock equal to such holder’s subscription amount at the closing divided by the Secondary Effective Date Price less any shares of common stock (i) issued at the closing, (ii) issuable pursuant to clause (a) above, if any or (iii) issuable pursuant to clause (b) above, if any. The Series C Warrants are exercisable at a price of $0.001 per share.

Table of Contents

WePART issued 30,299,998 shares of common stock pursuant to the Purchase Agreement, as well as the exercise of the Series C Warrants and fees paid in shares of common stock. We received approximately $4,038,000, net of the placement fees, legal and other expenses incurred for the placement of the shares. The Investors received Series A Warrants to allow the Investors to purchase an aggregate of 7,018,091 shares of common stock which expired in July 2020 and were not exercised. The Series B Warrants allow the Investors to purchase an aggregate of 28,072,364 shares of common stock at a purchase price of $0.1603 per common share. If the Investors choose to exercise the Series B Warrants, we would receive proceeds of $4,500,000.II

InITEM ~~the execution of the transactions referred to above we relied on the exemptions from registration under Section 4(2) of the Securities Act and Rule 506 promulgated thereunder~~5. ~~The~~MARKET ~~subscription~~FOR ~~agreements~~REGISTRANT’S ~~with~~COMMON ~~the Investors contained representations to support our reasonable belief that the Investors had access to information concerning our operations and financial condition~~EQUITY, ~~the~~RELATED ~~Investors~~STOCKHOLDER ~~acquired~~MATTERS ~~the~~AND ~~securities~~ISSUER ~~for~~PURCHASES ~~their~~OF ~~own~~EQUITY account and not with a view to the distribution (in the absence of an effective registration statement or an applicable exemption from registration) and that the Investors are sophisticated within the meaning of Section 4(2) of the Securities Act and are “accredited investors” (as defined by Rule 501 under the Securities Act). In addition, the sale of securities did not involve a public offering; we made no solicitation in connection with the sale other than communications with the Investors; we obtained representations from the Investors regarding their investment intent, experience and sophistication; and the Investors either received or had access to adequate information about our company in order to make an informed investment decision.SECURITIES

~~Item~~Market ~~6. Selected Financial Data~~ Information

WeOur ~~are~~common astock ~~smaller~~is ~~reporting~~quoted ~~company~~on asthe ~~defined~~OTC byMarkets 17under Cthe trading symbol “LBUY”.~~F.R.~~ ~~229~~Trading ~~(10)(f)(i)~~in stocks quoted on the OTC Markets is often thin and ~~are~~is ~~not~~characterized ~~required~~by wide fluctuations in trading prices due to ~~provide~~many ~~information~~factors that may have little to do with a company’s operations or business prospects. We cannot assure you that there will be a market for our common stock in the future. Our common stock commenced trading on April 5, 2017 under ~~this~~the ~~item~~symbol “APVT”.

~~Item~~The 7.following ~~Management’s~~quotations ~~Discussion~~reflect the high and ~~Analysis~~low ofbids ~~Financial~~for ~~Condition~~our common stock based on inter-dealer prices, without retail mark-up, mark-down or commission, and ~~Results~~may ofnot ~~Operations~~represent actual transactions.

The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this Annual Report. The discussions of results, causes and trends should not be construed to imply any conclusion that these results or trends will necessarily continue into the future.

	Year ended June 30, 2024
	High		Low
Quarter ended June 30, 2024	$	0..03	$	0.02
Quarter ended March 31, 2024	$	0..03	$	0.03
Quarter ended December 31, 2023	$	0.04	$	0.04
Quarter ended September 30, 2023	$	0.07	$	0.06

We were initially formed as AP Event, Inc., (“APEI”) a Nevada corporation on October 16, 2014. APEI was originally in the business of travel agency to provide individual and group leisure tours to music festivals, and concerts combined with local excursions. On March 21, 2017 LB Media Group, LLC (“LB Media”) acquired eighty percent (80%) of the outstanding common stock of APEI. On March 23, 2017, APEI consummated an Agreement and Plan Merger (“Merger”) with LB Media and LB Acquisition Corp., a wholly owned subsidiary of APEI, whereby LB Acquisition was merged with and into LB Media Group, LLC. Simultaneously with the Merger, of APEI accepted subscriptions in a private placement (“Private Offering”) of our common stock. As a result of the Merger, LB Media became a wholly owned subsidiary of the Registrant and following the consummation of the Merger and giving effect to the securities sold in the Private Offering, the members of LB Media beneficially own approximately fifty-five percent (55%) of our issued and outstanding common stock.

	Year ended June 30, 2023
	High		Low
Quarter ended June 30, 2023	$	0.12	$	0.07
Quarter ended March 31, 2023	$	0.13	$	0.05
Quarter ended December 31, 2022	$	0.06	$	0.04
Quarter ended September 30, 2022	$	0.05	$	0.04

~~14 Table of Contents~~Holders

OnAs ~~March 24, 2017, we amended our Articles~~ of ~~Incorporation~~June ~~(the “Amendment”) to (i) change our name to LeafBuyer Technologies~~30, ~~Inc.~~2024, ~~(ii)~~there ~~to increase the number of our authorized shares of capital stock from 75,000,000 to 160,000,000 shares of which 150,000,000 shares~~ were ~~designated~~approximately ~~common stock~~9, ~~par value $0.001 per share and 10,~~000~~,000~~ ~~shares~~holders ~~were designated “blank check” preferred stock, par value $0.001 per share and (iii) to effect a forward split such that 9.25 shares~~ of ~~our~~record ~~common stock were issued for every 1 share~~ of our common stock ~~issued and outstanding immediately prior to the Amendment (the “Split”)~~.

On14 ~~April~~Table ~~19, 2018, we entered into a Standby Equity Distribution Agreement (the “SEDA”) with YA II PN Ltd. (“YA Investor”), a Cayman Island exempt limited partnership and an affiliate~~ of Yorkville Advisors Global, LLC, whereby we sold, and the YA Investor purchased, 869,565 shares of our common stock for one million dollars ($1,000,000). Additionally, under the SEDA we may sell to the YA Investor up to $5,000,000 of shares of our common stock over a two-year commitment period. Under the terms of the SEDA, we may, from time to time, in our discretion, sell newly issued shares of our common stock to the YA Investor at a discount to market of 8% of the lowest daily volume weighted average price during the relevant pricing period. We are obligated to register the initial shares, the Commitment Shares (as defined below), and the shares of common stock issuable under the SEDA pursuant to a registration statement under the Securities Act. Contents

~~During October and November 2018, we used the SEDA to receive $1,045,000. We issued 1,116,738 shares of our common stock which were valued at fair market at the date issued.~~Dividends

OnWe ~~November~~have 6,not ~~2018,~~paid wecash ~~acquired~~dividends aon ~~customer~~shares ~~facing~~of ~~software~~our ~~(“Loyalty~~common ~~Software”) through a Stock Purchase Agreement~~stock, inand ~~which~~ we ~~acquired~~do ~~all~~not ~~the~~expect ~~issued~~to ~~and~~declare ~~outstanding~~or ~~capital~~pay ~~stock~~dividends ofon ~~Greenlight~~shares ~~Technologies,~~of ~~Inc.~~our ~~(“GTI”)~~common ~~from~~stock ~~its~~for ~~shareholders. At~~ the ~~time~~foreseeable offuture. ~~the~~We ~~transaction,~~intend ~~there~~to ~~were~~retain ~~no employees working for GTI~~earnings, noif ~~systems and no assets~~any, ~~other~~to ~~than~~finance the ~~Loyalty~~development ~~Software. GTI’s legal entity was dissolved in the transaction~~ and ~~the~~expansion ~~Loyalty Software was assumed by us. Management determined that the purchase~~ of ~~GTI~~our ~~did not constitute a~~ business. ~~purchase~~Our ~~and~~future ~~recorded~~dividend ~~the~~policy ~~transaction~~will asbe asubject ~~purchase~~to ~~of software. The consideration for~~ the ~~Loyalty~~discretion ~~Software was 2,916,667 shares~~ of our ~~common~~Board ~~stock,~~of ~~par~~Directors ~~value $0.001 per share~~ and ~~cash~~will ofdepend ~~approximately~~upon ~~$450,000.~~our ~~Total~~future ~~value of the Loyalty Software was estimated at approximately $3~~earnings,~~010,000.~~ ~~During~~if ~~the year ended June 30~~any, ~~2020~~our anfinancial ~~additional 366~~condition,~~667~~ of our ~~shares~~capital ~~of common stock (for a value of $262~~requirements,~~500)~~ ~~was~~general ~~issued~~business toconditions ~~shareholders~~and ofother ~~GTI as final settlement of the purchase agreement~~factors.

WeEquity ~~issued~~Compensation 30,299,998 shares of common stock for the private placement and the issuance of Series C Warrants. We received approximately $4,060,000, net of the placement fees, legal and other expenses incurred for the placement of the shares. The Investors received Series A Warrants to allow the Investors to purchase an aggregate of 28,072,364 shares of our common stock, and Series B Warrants to allow the Investors to purchase an aggregate of 7,018,091 shares of common stock at a purchase price of $0.1603 per common stock share. Plans

~~The~~We ~~Company~~have ~~has~~an ~~700,000,000~~equity ~~shares~~incentive ofplan ~~common~~that ~~stock~~was ~~authorized~~established ~~with~~in aFebruary ~~par~~of ~~value~~2017. Our Board of ~~$0.001~~Directors ~~per~~may ~~share~~from astime ofto ~~June~~time, 30in its discretion grant to our directors, ~~2023.~~officers, Onconsultants ~~August~~and 13employees, ~~2021~~non-transferable ~~the~~options ~~Company~~to ~~filed~~purchase ~~Articles~~our common stock, provided that the number of ~~Amendment~~options toissued ~~Amended~~do ~~and~~not ~~Restated~~exceed ~~Articles~~25,000,000. The options are exercisable for a period of ~~Incorporation~~up ~~with~~to 4 years from the ~~State~~date of ~~Nevada~~the ~~increasing~~grant. ~~the~~The number of ~~common~~ shares authorized to be issued under the equity incentive plan was increased from ~~150~~10,000,000 to ~~700~~25,000,000 through a consent of stockholders to amend and restate the equity incentive plan.

InRecent ~~addition,~~Sales ~~the Company has 10,000,000 preferred stock authorized with a par value~~ of ~~$0.001~~Unregistered ~~per share as of June 30, 2023.~~Securities

~~Effective~~On ~~October~~July 132, ~~2021~~2019, ~~the~~we ~~Company~~entered ~~executed~~into ~~and~~a ~~filed~~Securities ~~with~~Purchase Agreement (the ~~State~~“Purchase ofAgreement”) ~~Nevada~~with acertain ~~Certificate~~institutional ofinvestors ~~Designation~~(the of“Investors”), ~~Preferred~~pursuant ~~Stock~~to ofwhich ~~the~~we ~~Corporation~~agreed ~~fixing~~to ~~the~~issue ~~designations,~~and ~~power,~~sell ~~preferences,~~directly ~~and~~to ~~rights~~the ofInvestors in a private offering (the ~~shares.~~“Offering”), ~~The~~an ~~total~~aggregate of ~~324~~7,~~325~~211,538 shares of ~~preferred~~our common stock ~~series~~(the A“Shares”), ~~with a~~ par value of $0.001 per share, ofat ~~the~~$0.624 ~~Corporation~~per ~~are~~Share ~~herby~~or ~~designated~~a 20% discount to the closing price as ~~Series~~of AJuly ~~Super~~2, ~~Voting~~2019, ~~Preferred~~for ~~Stock~~gross proceeds of approximately $4,500,000 before deducting offering expenses. ~~These~~The shares ~~are~~were ~~not~~offered ~~entitled~~by us pursuant to ~~receive~~the ~~dividends~~exemption ~~and~~provided ~~shall~~in ~~not~~Section be4(a)(2) ~~entitled~~under tothe ~~any~~Securities ~~liquidation~~Act, ~~preference~~and Rule 506(b) promulgated thereunder. ~~Further~~We were obligated in accordance with the ~~holders~~terms ~~shall~~of ~~have~~a noRegistration ~~conversion~~Rights ~~rights~~Agreement (the “Rights Agreement”) to register the Shares and the ~~holders~~shares ~~shall~~of ~~have~~common stock underlying the ~~right~~warrants todescribed ~~vote~~below, inwithin an90 ~~amount~~days ~~equal~~from tothe ~~600~~date ~~votes~~of ~~per~~the ~~share~~Purchase Agreement. All shares of ~~Series~~the Acommon ~~Preferred~~stock ~~Stock~~and shares of common stock underlying the warrants have been registered.

~~Our~~As ~~equity~~additional ~~incentive~~consideration ~~plan~~for ~~was~~the ~~amended~~purchase of the Shares, we agreed to issue to the Investors Series A Warrants, Series B Warrants, and ~~restated~~Series C Warrants (collectively, the “Warrants”). The number of shares for the Warrants and exercise price of the Warrants is subject to adjustment; provided, however, on each of (i) the 3rd trading day following the effective date (the “Effective Date”) of the Registration Statement to be filed by ~~our~~us ~~Board~~(the “Interim True-Up Date”), and (ii) the 6th trading day following the Effective Date (the “Final True-Up Date”), the exercise price shall be reduced, and only reduced, to equal the lower of ~~Directors~~(1) inthe ~~April~~then ~~2020~~exercise price and (2) 100% of the lowest VWAP during the 2 trading days prior to ~~increase~~the Interim True-Up Date or 5 trading days prior to the Final True-Up Date, as applicable, immediately following the Effective Date. The Series C Warrants, which are considered pre-funded, allow each Investor to purchase an amount of shares equal to the sum of (a) any shares purchased by the Investor pursuant to the Purchase Agreement that would have resulted in the beneficial ownership of greater than 4.99% of our outstanding common stock, (b) on the 3rd trading day following the Effective Date, if 80% of the lowest VWAP during the 2 trading days immediately prior to such date (“Primary Effective Date Price”) is less than $0.624, then a number of ~~options~~shares ~~available~~of ~~from~~our 10common stock equal to such Investor’s Purchase Agreement purchase amount divided by the Primary Effective Date Price less any shares of our common stock (i) issued at the closing and (ii) issuable pursuant to clause (a) above,~~000~~ if any,~~000~~ and (c) on the 6th trading day following the Effective Date, if 80% of the lowest VWAP during the 5 trading days immediately prior to 25such date (“Secondary Effective Date Price”) is less than $0.624,~~000~~ then a number of shares of our common stock equal to such holder’s subscription amount at the closing divided by the Secondary Effective Date Price less any shares of common stock (i) issued at the closing,~~000~~ (ii) issuable pursuant to clause (a) above, if any or (iii) issuable pursuant to clause (b) above, if any. The Series C Warrants are exercisable at a price of $0.001 per share.

Table of Contents

~~Business~~We ~~Overview~~issued 30,299,998 shares of common stock pursuant to the Purchase Agreement, as well as the exercise of the Series C Warrants and fees paid in shares of common stock. We received approximately $4,038,000, net of the placement fees, legal and other expenses incurred for the placement of the shares. The Investors received Series A Warrants to allow the Investors to purchase an aggregate of 7,018,091 shares of common stock which expired in July 2020 and were not exercised. The Series B Warrants allow the Investors to purchase an aggregate of 28,072,364 shares of common stock at a purchase price of $0.1603 per common share. If the Investors choose to exercise the Series B Warrants, we would receive proceeds of $4,500,000.

~~Our~~In ~~wholly~~the ~~owned~~execution ~~subsidiary,~~of LBthe ~~Media~~transactions ~~Group,~~referred ~~LLC~~to ~~has~~above ~~evolved~~we ~~and~~relied ~~grown~~on the exemptions from aregistration ~~listing~~under ~~website~~Section to4(2) aof ~~comprehensive~~the ~~marketing~~Securities ~~technology~~Act ~~platform~~and Rule 506 promulgated thereunder. ~~Our~~The ~~clients,~~subscription ~~medical~~agreements ~~and~~with ~~recreational~~the ~~dispensaries,~~Investors incontained ~~legalized~~representations ~~cannabis~~to ~~states,~~support ~~along~~our ~~with~~reasonable ~~cannabis~~belief ~~product~~that ~~companies~~the ~~subscribe~~Investors had access to information concerning our ~~technology~~operations ~~platform~~and financial condition, the Investors acquired the securities for their own account and not with a view to ~~assist~~the distribution (in ~~new~~the ~~customer~~absence ~~acquisition.~~of Wean ~~provide~~effective ~~retention~~registration ~~tools~~statement toor ~~those~~an ~~companies~~applicable exemption from registration) and that ~~include~~the ~~texting/loyalty~~Investors are sophisticated within the meaning of Section 4(2) of the Securities Act and ~~ordering~~are ~~ahead~~“accredited ~~technology~~investors” (as defined by Rule 501 under the Securities Act). In addition, the sale of securities did not involve a public offering; we made no solicitation in connection with the sale other than communications with the Investors; we obtained representations from the Investors regarding their investment intent, experience and sophistication; and the Investors either received or had access to adequate information about our company in order to make an informed investment decision.

~~The~~Item ~~Leafbuyer Technology Platform reaches millions of cannabis consumers every month through its web-based platform, loyalty platform and smart application technology~~6. ~~Our~~Selected ~~website’s~~Financial ~~sophisticated~~Data vendor dashboard allows our clients to update their menus, deals and create real-time messages to communicate with consumers 24/7. The platform also provides a robust reporting feature to track the vendors’ return on investment. With the increased popularity of Leafbuyer texting/loyalty program, clients can communicate through SMS, MMS as well as push notifications within a custom branded application. Our website, and its progressive web applications, host a robust search algorithm like popular travel or hotel sites, where our clients' and 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 solution 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. Through this application we have been able to reduce costs, increase customer retention, and improve deliverability for our clients. In March of 2023 we launched our total network program that posts SMS/MMS messages directly to Leafbuyer.com from our texting and loyalty platform. This gives our customers the ability to reach a brand new audience and also gain signups through Leafbuyer.com. This gives us a competitive advantage over other texting companies and provides fresh content daily to users of Leafbuyer.com.

We ~~continue~~are ana ~~aggressive~~smaller ~~push~~reporting ~~into~~company ~~all~~as ~~legal~~defined ~~cannabis~~by ~~states~~17 C.F.R. ~~Increasing~~229 ~~our~~(10)(f)(i) ~~marketing~~ and ~~sales~~are ~~presence~~not inrequired ~~new~~to ~~markets~~provide isinformation aunder ~~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~~item.

~~Leafbuyer~~Item ~~operates~~7. inManagement’s aDiscussion ~~rapidly evolving~~ and ~~highly~~Analysis ~~regulated industry that, as has been estimated by Fortune Business Insights to reach a global market size~~ of ~~197~~Financial ~~billion~~Condition ~~by 2028. Our founders~~ and ~~our~~Results ~~Board~~ of ~~Directors~~Operations ~~have been, and will continue to be, aggressive in pursuing long-term opportunities.~~

16The ~~Table~~following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this Annual Report. The discussions of ~~Contents~~results, causes and trends should not be construed to imply any conclusion that these results or trends will necessarily continue into the future.

We ~~plan~~were initially formed as AP Event, Inc., (“APEI”) a Nevada corporation on October 16, 2014. APEI was originally in the business of travel agency to ~~grow~~provide ~~organically~~individual ~~through~~and group leisure tours to music festivals, and concerts combined with local excursions. On March 21, 2017 LB Media Group, LLC (“LB Media”) acquired eighty percent (80%) of the ~~aggressive~~outstanding ~~deployment~~common stock of ~~sales~~APEI. On March 23, 2017, APEI consummated an Agreement and ~~marketing~~Plan ~~resources~~Merger ~~into~~(“Merger”) ~~legal~~with ~~cannabis~~LB ~~states~~Media and LB Acquisition Corp., Wea ~~understand~~wholly ~~that~~owned tosubsidiary ~~obtain~~of aAPEI, ~~significant~~whereby ~~market~~LB ~~share~~Acquisition wewas ~~may~~merged ~~need~~with toand ~~look~~into ~~for~~LB ~~acquisitions~~Media ~~for~~Group, LLC. Simultaneously with the Merger, of APEI accepted subscriptions in a ~~sizable~~private ~~portion~~placement (“Private Offering”) of ~~that~~our ~~growth~~common stock. ~~However~~As a result of the Merger, ~~there~~LB ~~can~~Media bebecame noa ~~assurance~~wholly ~~that~~owned wesubsidiary ~~will~~of bethe ~~able~~Registrant toand ~~locate~~following the consummation of the Merger and ~~acquire~~giving ~~such~~effect ~~opportunities~~to orthe ~~that~~securities ~~they~~sold ~~will~~in bethe onPrivate ~~terms~~Offering, ~~that~~the ~~are~~members ~~favorable~~of toLB usMedia beneficially own approximately fifty-five percent (55%) of our issued and outstanding common stock.

~~The~~16 ~~accompanying~~Table ~~financial statements have been prepared assuming that we will continue as a going concern. As discussed in Note 1~~ of the financial statements, we have suffered recurring losses from operations and have a significant accumulated deficit. These factors raise substantial doubt about our ability to continue as a going concern. Management’s plans regarding 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.Contents

~~Results~~On March 24, 2017, we amended our Articles of ~~Operations~~Incorporation ~~for~~(the “Amendment”) to (i) change our name to LeafBuyer Technologies, Inc., (ii) to increase the ~~years~~number ~~ended~~of ~~June~~our 30authorized shares of capital stock from 75,000,000 ~~2023~~to 160,000,000 ~~versus~~shares ~~June~~of 30which 150,000,000 ~~2022~~shares were designated common stock, par value $0.001 per share and 10,000,000 shares were designated “blank check” preferred stock, par value $0.001 per share and (iii) to effect a forward split such that 9.25 shares of our common stock were issued for every 1 share of our common stock issued and outstanding immediately prior to the Amendment (the “Split”).

~~The~~On ~~following~~April ~~table~~19, ~~summarizes~~2018, we entered into a Standby Equity Distribution Agreement (the ~~results~~“SEDA”) with YA II PN Ltd. (“YA Investor”), a Cayman Island exempt limited partnership and an affiliate of ~~operations~~Yorkville Advisors Global, LLC, whereby we sold, and the YA Investor purchased, 869,565 shares of our common stock for one million dollars ($1,000,000). Additionally, under the ~~years~~SEDA ~~ended~~we ~~June~~may 30sell to the YA Investor up to $5,000,000 ~~2023~~of shares of our common stock over a two-year commitment period. Under the terms of the SEDA, we may, from time to time, in our discretion, sell newly issued shares of our common stock to the YA Investor at a discount to market of 8% of the lowest daily volume weighted average price during the relevant pricing period. We are obligated to register the initial shares, the Commitment Shares (as defined below), and ~~2022:~~the shares of common stock issuable under the SEDA pursuant to a registration statement under the Securities Act.

	Year Ended			Year Ended
	June 30, 2023			June 30, 2022			$ Change			% Change
Revenue	$	5,090,846		$	3,807,053			1,283,793			34	%
Cost of revenue		2,842,786			2,713,676			129,110			5	%
Gross profit		2,248,060			1,093,377			1,154,683			106	%
Operating expenses:
Selling expenses		717,270			774,468			(57,198	)		(7	%)
General and administrative		1,951,013			1,923,845			27,168			6	%
Total operating expenses		2,668,283			2,698,313			(30,030	)		(1	%)
Loss from operations		(420,221	)		(1,604,936	)		1,184,715			74	%
Gain (loss) on derivative liability		-			2,208,469			(2,208,469	)		(100	%)
Other income/(expense)		(164,988	)		352,162			(517,150	)		(117	%)
Net (loss) Profit	$	(585,211	)	$	955,695			(1,540,906	)		(161	%)

During October and November 2018, we used the SEDA to receive $1,045,000. We issued 1,116,738 shares of our common stock which were valued at fair market at the date issued.

17On ~~Table~~November 6, 2018, we acquired a customer facing software (“Loyalty Software”) through a Stock Purchase Agreement, in which we acquired all the issued and outstanding capital stock of ~~Contents~~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 was dissolved in the transaction and the Loyalty Software was assumed by us. 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 our common stock, par value $0.001 per share and cash of approximately $450,000. Total value of the Loyalty Software was estimated at approximately $3,010,000. During the year ended June 30, 2020 an additional 366,667 of our shares of common stock (for a value of $262,500) was issued to shareholders of GTI as final settlement of the purchase agreement.

~~Revenues~~We issued 30,299,998 shares of common stock for the private placement and the issuance of Series C Warrants. We received approximately $4,060,000, net of the placement fees, legal and other expenses incurred for the placement of the shares. The Investors received Series A Warrants to allow the Investors to purchase an aggregate of 28,072,364 shares of our common stock, and Series B Warrants to allow the Investors to purchase an aggregate of 7,018,091 shares of common stock at a purchase price of $0.1603 per common stock share.

~~During~~The ~~the~~Company ~~year~~has ~~ended June 30~~700, ~~2023~~000,000 weshares ~~generated~~of ~~$5,090,846~~common ofstock ~~revenues,~~authorized ~~compared~~with toa ~~revenues~~par value of $~~2,666,829~~0.001 ~~during~~per ~~the~~share ~~year~~as ~~ended~~of June 30, ~~2022~~2024. ~~The increase was primarily due to the increase in text services which is up 34% over the prior year.~~

~~Gross~~In ~~Profit~~addition, the Company has 10,000,000 preferred stocks authorized with a par value of $0.001 per share as of June 30, 2024. 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.

~~Gross~~Our ~~profit~~equity ~~increased~~incentive toplan ~~$2,248,060 for the period ended June 30, 2023, which~~ was anamended ~~increase~~and ofrestated ~~$370,231~~by ~~over~~our ~~the~~Board ~~same period last year~~ of ~~June~~Directors ~~30,~~in ~~2022.~~April ~~Gross~~2020 ~~profit~~to asincrease athe ~~percentage~~number of ~~revenue~~options ~~increased~~available from ~~29%~~10,000,000 to ~~44% for the period ended June 30~~25, ~~2023 over June 30~~000, ~~2022 because of lower 3rd party text service expense~~000.

~~Expenses~~17 Table of Contents

~~During~~Business the year ended June 30, 2023, we incurred total operating expenses of $2,668,283, including $1,951,013 in general and administrative expenses, and $717,270 in selling expenses. During the year ended June 30, 2022, we incurred total operating expenses of $2,698,313, including $1,923,845 in general and administrative expenses, and $774,468 in selling expenses. The decrease of $30,032 or 1% was primarily due to less payroll expense offset by an increase in stock-based compensation expense. Management expects the general and administrative expenses to continue to decrease as management focuses on getting current operations to positive cash flow. Overview

~~During~~Our ~~the~~wholly ~~period~~owned ~~ended~~subsidiary, ~~June~~LB 30Media Group, ~~2022~~LLC wehas ~~recorded~~evolved and grown from a ~~realized~~listing ~~gain~~website ofto $2a comprehensive marketing technology platform. Our clients,~~208~~ medical and recreational dispensaries,~~469~~ ~~the~~in ~~estimated~~legalized ~~fair~~cannabis ~~value~~states, ofalong ~~the~~with ~~derivative~~cannabis ~~changed~~product atcompanies ~~the~~subscribe ~~end~~to ofour ~~the~~technology ~~period~~platform to assist in new customer acquisition. We provide retention tools to those companies that include texting/loyalty and ordering ahead technology.

~~Other~~The ~~income~~Leafbuyer ~~during~~Technology ~~the~~Platform ~~period~~reaches ~~ended~~millions ~~June~~of 30cannabis consumers every month through its web-based platform, ~~2022~~loyalty ~~was~~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. The platform also provides a robust reporting feature to track the ~~result~~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, and its progressive web applications, host a robust search algorithm like popular travel or hotel sites, where our clients' and customers can search the ~~SBA~~database ~~PPP~~for ~~loan~~appealing ~~forgiveness~~offers. They can also search through thousands of ~~$557~~menu items and products,~~977~~ create a profile, ~~offset~~sign byup ~~recurring~~to ~~interest~~receive ~~expense~~deal alerts and place online orders for pick up or delivery. In November of 2020 Leafbuyer Technologies Inc. completed a customizable white label application solution 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. Through this application we have been able to reduce costs, increase customer retention, and improve deliverability for our clients. In March of 2023 we launched our total network program that posts SMS/MMS messages directly to Leafbuyer.com from our texting and loyalty platform. This gives our customers the ability to reach a brand new audience and also gain signups through Leafbuyer.com. This gives us a competitive advantage over other texting companies and provides fresh content daily to users of Leafbuyer.com.

~~Interest~~We ~~expense~~continue ~~was~~an ~~$168,440~~aggressive ~~for~~push ~~the~~into ~~yearend~~all ~~June~~legal ~~30,~~cannabis ~~2023~~states. ~~compared~~Increasing toour ~~interest~~marketing ~~expense~~and ofsales ~~$205,815~~presence ~~for~~in ~~the~~new ~~same~~markets ~~period~~is ~~ending~~a ~~June~~primary 30objective. Along with this expansion, ~~2022~~we ~~because~~continue ofto ~~the~~develop ~~reduction~~innovative intechnologies ~~notes~~that ~~payable~~will ~~during~~serve ~~the~~cannabis ~~year~~dispensaries and product companies in attracting and retaining consumers.

~~Net~~Leafbuyer ~~Loss~~operates in a rapidly evolving and highly regulated industry that, as has been estimated by Fortune Business Insights to reach a global market size of 197 billion by 2028. Our founders and our Board of Directors have been, and will continue to be, aggressive in pursuing long-term opportunities.

~~During~~18 ~~the~~Table ~~year ended June 30, 2023 we incurred a net loss~~ of ~~$585,209, compared to a net profit of $955,695 for the year ended June 30, 2022.~~Contents

18We ~~Table~~plan to grow organically through the aggressive deployment of ~~Contents~~sales and marketing resources into legal cannabis states as well as adding new feature product sets to increase revenue from our current client base. 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.

~~Liquidity~~The accompanying financial statements have been prepared assuming that we will continue as a going concern. As discussed in Note 1 of the financial statements, we have suffered recurring losses from operations and ~~Capital~~have ~~Resources~~a significant accumulated deficit. These factors raise substantial doubt about our ability to continue as a going concern. Management’s plans regarding 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.

~~Our~~Results ability to continue as a going concern is dependent upon 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 intends to finance operating costs over the next twelve months from the date of ~~the~~Operations ~~issuance~~for ~~of these consolidated financial statements with existing cash on hand and/or~~ the ~~private~~years ~~placement~~ended ofJune ~~common stock or obtaining debt financing. There is~~30, ~~however~~2024, noversus ~~assurance~~June ~~that the we will be able to raise any additional capital through any type of offering on terms acceptable to us~~30, ~~as we believe that existing cash on hand will be insufficient to finance operations over the next twelve months.~~2023

At June 30, 2023 we had $445,721 in cash and cash equivalents.

	Year Ended			Year Ended
	June 30, 2024			June 30, 2023			$ Change			% Change

Revenue	$	5,601,357		$	5,090,846			510,511			10	%
Cost of revenue		3,549,328			2,842,786			706,542			25	%
Gross profit		2,052,029			2,248,060			(196,031	)		(9	)%

Operating expenses:
Selling expenses		816,180			717,270			98,910			14	%
General and administrative		1,822,365			1,951,013			(128,648	)		(7	)%
Total operating expenses		2,638,545			2,668,283			(29,738	)		(1	)%

Loss from operations		(586,516	)		(420,221	)		(166,293	)		(40	)%

Other income/(expense)		(122,914	)		(164,988	)		42,074			26	%
Net loss	$	(709,430	)	$	(585,211	)		(124,219	)		(21	)%

~~Cash~~19 ~~Flows~~Table of Contents

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

	Year Ended June 30,
	2023			2022
Net cash provided (used) in operating activities	$	322,592		$	(317,394	)
Net cash used in investing activities	$	-		$	-
Net cash (used) provided by financing activities	$	(344,116	)	$	-
Net change in cash and cash equivalents	$	78,476		$	(317,394	)

During the year ended June 30, 2024, we generated $5,601,357 of revenues, compared to revenues of $5,090,846 during the year ended June 30, 2023. The increase was primarily due to the increase in text services which is up 10% over the prior year.

AsGross of June 30, 2023, we had $445,721 in cash and cash equivalents and a working capital deficit of $2,018,527. We are dependent on funds raised through equity financing. Our cumulative net loss of $24,435,698 was funded by equity financing. During the year ended June 30, 2021 we raised gross proceeds of $557,977 in cash proceeds through government supported disaster relief programs and this was loan was forgiven during fiscal 2022Profit

~~During~~Gross profit decreased to $2,052,029 for the ~~year~~period ended June 30, ~~2023~~2024, ~~net~~which ~~cash~~was ~~provided~~an ~~from~~decrease ~~operations~~of ~~was~~ $~~422~~196,~~592~~031 ~~compared~~over tothe ~~net~~same ~~cash~~period ~~used~~last ~~from~~year ~~operations~~ of ~~$317~~June 30,~~394~~ 2023. Gross profit as a percentage of revenue decreased from 44% to 37% for the ~~same~~ period ~~ending~~ended June 30, ~~2022.~~2024 ~~The~~over ~~difference~~June is30, ~~primarily~~2023 because of the ~~lower~~increase ~~net~~of ~~loss~~3rd ~~from~~party ~~operations~~text ~~realized~~service ~~in fiscal year 2023~~expense.

~~During the year ended June 30, 2023 and 2022, we did not use any cash for investing activities.~~Expenses

~~Net~~During ~~cash~~the ~~flow~~year ~~used~~ended ~~for~~June ~~financing~~30, ~~activities~~2024, ~~for~~we incurred total operating expenses of $2,638,545, including $1,822,365 in general and administrative expenses, and $816,180 in selling expenses. During the year ended June 30, 2023, ~~was~~we incurred total operating expenses of $~~344~~2,~~116~~668,283, ~~compared~~including $1,951,013 in general and administrative expenses, and $717,270 in selling expenses. The decrease of $29,738 or 1% was primarily due to noless ~~cash~~payroll ~~used~~expense ~~for~~and ~~financing~~stock-based ~~activities~~compensation ~~during~~expense. Management expects the ~~same~~general ~~period~~and inadministrative ~~2022~~expenses to continue to decrease as management focuses on getting current operations to positive cash flow.

~~Our~~Other ~~increase~~expense inof ~~cash~~$122,914 ~~and~~for ~~cash~~the ~~equivalents~~yearend June 30, 2024 compared to other expense of $164,988 for the ~~year~~same ~~ended~~period ending June 30, 2023, ~~was~~because ~~primarily~~of ~~net~~the ~~cash~~reduction ~~provided~~in ~~from~~notes ~~operating~~payable ~~activities~~during the year.

~~During~~Net the year ended June 30, 2023, our monthly cash requirements to fund our operating activities, was approximately $40,000, compared to approximately $85,000 during the year ended June 30, 2022. In the absence of the continued sale of our common and preferred stock or advances from related parties, our cash of 445,721 as of June 30, 2023 is insufficient to cover our current monthly burn rate for the next twelve months.Loss

~~Our~~During ~~ability to continue as a going concern is dependent upon generating profitable operations in~~ the ~~future~~year ~~and/or~~ended ~~obtaining~~June ~~the~~30, ~~necessary~~2024 ~~financing~~we toincurred ~~meet~~a ~~our~~net ~~obligations~~loss ~~and repay our 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 consolidated financial statements with existing cash on hand and/or the private placement of common stock. There is~~$709, ~~however~~430, nocompared ~~assurance that we will be able~~ to ~~raise~~a ~~any~~net ~~additional~~loss ~~capital through any type~~ of ~~offering on terms acceptable to us~~$585,211 asfor wethe ~~believe~~year ~~that~~ended ~~existing~~June ~~cash~~30, ~~on hand will be insufficient to finance operations over the next twelve months~~2023.

1920 Table of Contents

~~Off-Balance~~Liquidity ~~Sheet~~and ~~Arrangements~~Capital Resources

WeOur doability ~~not~~to ~~have~~continue as a going concern is dependent upon 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 intends to finance operating costs over the next twelve months from the date of the issuance of these 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 we will be able to raise any ~~off-balance~~additional ~~sheet~~capital ~~arrangements~~through any type of offering on terms acceptable to us. We believe that existing cash on hand will be sufficient to finance operations over the next twelve months.

~~Critical~~At ~~Accounting~~June ~~Policies~~30, 2024 we had $165,332 in cash and cash equivalents.

~~Our~~Cash audited 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 audited 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.Flows

~~For~~Our ~~revenue~~cash ~~recognition~~flows ~~arrangements~~from ~~that we determine are within the scope of Topic ASC 606~~operating, weinvesting 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)~~financing ~~recognize~~activities ~~revenue~~were ~~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.follows:

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

	Year Ended June 30,
	2024			2023
Net cash provided (used) in operating activities	$	(131,136	)	$	422,592
Net cash used in investing activities	$	-		$	-
Net cash (used) provided by financing activities	$	(149,244	)	$	(344,116	)
Net change in cash and cash equivalents	$	(280,380	)	$	78,476

~~Recent~~As ~~Accounting~~of ~~Guidance~~June ~~Adopted~~30, 2024, we had $165,332 in cash and cash equivalents and a working capital deficit of $1,835,385. We are dependent on funds raised through equity financing. Our cumulative net loss of $25,247,214 was funded by equity financing.

WeDuring ~~have~~the ~~implemented~~year ~~all~~ended ~~new~~June ~~accounting~~30, ~~pronouncements~~2024, ~~that~~net ~~are~~cash inused ~~effect~~from ~~and~~operations ~~applicable~~was to$131,136 ~~us.~~compared ~~These~~to ~~pronouncements~~net ~~did~~cash ~~not~~provided ~~have~~from ~~any~~operations ~~material~~of ~~impact~~$422,592 onfor ~~our~~the ~~financial~~same ~~statements~~period ~~unless~~ending ~~otherwise~~June ~~disclosed~~30, ~~and~~2023. weThe dodifference ~~not~~is ~~believe~~primarily ~~that~~because ~~there~~of ~~are~~the ~~any~~lower ~~other~~net ~~new~~loss ~~accounting~~from ~~pronouncements~~operations ~~that~~realized ~~have~~in ~~been~~fiscal ~~issued~~year ~~that might have a material impact on our financial position or results of operations~~2024.

~~Item~~During ~~7A.~~the ~~Quantitative~~years ended June 30, 2024 and ~~Qualitative~~2023, ~~Disclosures~~we ~~About~~did ~~Market~~not ~~Risk~~use any cash for investing activities.

WeNet ~~are~~cash aflow ~~smaller~~used ~~reporting~~for ~~company~~financing asactivities ~~defined~~for bythe 17year ~~C.F.R.~~ended ~~229~~June ~~(10)(f)(i)~~30, ~~and~~2024 ~~are~~was ~~not~~$149,244 ~~required~~compared to ~~provide~~cash ~~information~~used ~~under~~for ~~this~~financing ~~item~~activities during the same period in 2023 of $344,116. The difference is primarily because less cash was used to reduce debt obligations.

~~Item~~Our 8.decrease ~~Financial~~in ~~Statements~~cash and ~~Supplementary~~cash ~~Data~~equivalents for the year ended June 30, 2024, was primarily net cash used from operating activities.

~~The~~Our ~~information~~ability ~~required~~to bycontinue ~~Item~~as 8a ~~appears~~going ~~after~~concern is dependent upon generating profitable operations in the ~~signature~~future ~~page~~and/or obtaining the necessary financing to meet our obligations and repay our 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 ~~this~~the ~~report~~issuance of these consolidated financial statements with existing cash on hand and/or the private placement of common stock. There is, however, no assurance that we will be able to raise any additional capital through any type of offering on terms acceptable to us, as we believe that the existing cash on hand will be sufficient to finance operations over the next twelve months.

2021 Table of Contents

~~Item~~Off-Balance 9.Sheet ~~Changes in and Disagreements with Accountants on Accounting and Financial Disclosure~~ Arrangements

~~There~~We ~~were~~do nonot ~~disagreements~~have ~~related~~any tooff-balance ~~accounting~~sheet ~~principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and interim periods~~arrangements.

~~Item~~Critical ~~9A.~~Accounting ~~Controls and Procedures~~ Policies

~~Management’s~~Our ~~Report~~audited onfinancial ~~Disclosure~~statements ~~Controls~~are affected by the accounting policies used and ~~Procedures~~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 audited 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.

~~Our~~For ~~management~~revenue isrecognition ~~responsible~~arrangements ~~for~~that ~~establishing~~we ~~and~~determine ~~maintaining~~are awithin ~~system~~the scope of ~~disclosure~~Topic ~~controls~~ASC ~~and~~606, ~~procedures~~we ~~(as~~perform ~~defined~~the infollowing ~~Rule~~five ~~13a-15~~steps: (ei) ~~and~~identify ~~15d-15~~the contract(es) ~~under~~with ~~the~~a ~~Exchange~~customer, ~~Act~~(ii) ~~that~~identify isthe ~~designed~~performance toobligations ~~ensure~~in ~~that~~the ~~information~~contract, ~~required~~(iii) todetermine bethe ~~disclosed~~transaction byprice, us(iv) inallocate the ~~reports~~transaction ~~that~~price weto ~~file~~the orperformance ~~submit~~obligations ~~under~~in the ~~Exchange~~contract, ~~Act~~and is(v) ~~recorded,~~recognize ~~processed,~~revenue ~~summarized~~when ~~and~~(or ~~reported,~~as) ~~within~~ the ~~time~~entity ~~periods~~satisfies ~~specified~~a inperformance obligation. We only apply the ~~SEC~~five-step ~~rules~~model ~~and~~to ~~forms.~~arrangements ~~Disclosure~~that ~~controls~~meet ~~and~~the ~~procedures~~definition ~~include,~~of ~~without~~a ~~limitation,~~contract ~~controls~~under ~~and~~Topic ~~procedures~~606, ~~designed~~including towhen ~~ensure~~it is probable that ~~information~~the ~~required~~entity towill becollect ~~disclosed~~the byconsideration anit ~~issuer~~is entitled to in exchange for the ~~reports~~goods ~~that~~or services it ~~files~~transfers orto ~~submits~~the ~~under~~customer. ~~the~~At ~~Exchange~~contract ~~Act~~inception, isonce ~~accumulated~~the ~~and~~contract ~~communicated~~is determined to be within the ~~issuer’s~~scope ~~management,~~of ~~including~~Topic ~~its~~606, ~~principal~~we ~~executive~~evaluate ~~officer~~the goods or ~~officers~~services promised within each contract related performance obligation and ~~principal~~assess ~~financial~~whether ~~officer~~each orpromised ~~officers,~~good or ~~persons~~service ~~performing~~is ~~similar~~distinct. ~~functions,~~We then recognize as ~~appropriate~~revenue the amount of the transaction price that is allocated to ~~allow~~the ~~timely~~respective ~~decisions~~performance ~~regarding~~obligation ~~required~~when ~~disclosure~~(or as) the performance obligation is satisfied.

AnWe ~~evaluation~~recognize ~~was~~revenue ~~conducted~~upon ~~under~~completion ~~the supervision and with the participation~~ of our ~~management~~performance ofobligations ~~the~~or ~~effectiveness~~expiration of the ~~design~~contractual 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 fiscal year ended June 30, 2023 that has materially affected, or is reasonably likely to ~~materially~~use ~~affect,~~services ~~our~~such ~~internal~~as ~~control~~bulk ~~over financial reporting~~texting.

~~Management~~Recent ~~Report~~Accounting onGuidance ~~Internal~~Adopted ~~Control Over Financial Reporting~~

~~Management~~We ishave ~~responsible~~implemented ~~for~~all ~~establishing~~new ~~and~~accounting ~~maintaining~~pronouncements ~~adequate~~that ~~internal~~are ~~control~~in ~~over~~effect ~~our~~and ~~financial~~applicable ~~reporting in order~~ to ~~evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002~~us. ~~Our~~These ~~management,~~pronouncements ~~with~~did ~~the~~not ~~participation of our principal executive officer and principal financial officer~~ have ~~conducted~~any anmaterial ~~assessment,~~impact ~~including~~on ~~testing,~~our ~~using the criteria in Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) (2013). Our system of internal control over~~ financial ~~reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial~~ statements ~~for~~unless ~~external~~otherwise ~~purposes in accordance with generally accepted accounting principles. Because of its inherent limitations~~disclosed, ~~internal~~and ~~control~~we ~~over~~do ~~financial reporting may~~ not ~~prevent~~believe orthat ~~detect~~there ~~misstatements.~~are ~~This~~any ~~assessment~~other ~~included~~new ~~review~~accounting ofpronouncements ~~the~~that ~~documentation~~have ofbeen ~~controls,~~issued ~~evaluation~~that ofmight ~~the~~have ~~design effectiveness of controls, testing of the operating effectiveness of controls and~~ a ~~conclusion~~material onimpact ~~this evaluation. Based~~ on ~~this evaluation, management concluded that~~ our ~~internal control over~~ financial ~~reporting~~position ~~was~~or ~~not~~results ~~effective as~~ of ~~June 30, 2023~~operations. ~~The ineffectiveness of our internal control over financial reporting was due to the following material weaknesses, which are indicative of many small companies with small staff:~~

~~(i)~~Item ~~inadequate~~7A. ~~segregation~~Quantitative ~~of duties consistent with control objectives;~~ and ~~(ii)~~Qualitative ~~lack~~Disclosures ofAbout ~~multiple~~Market ~~levels~~Risk ~~of supervision and review; and (iii) technical accounting support for complex debt and preferred stock transactions.~~

AWe ~~material~~are ~~weakness is~~ a ~~deficiency,~~smaller ~~or combination of deficiencies, in internal control over financial~~ reporting, ~~such~~company ~~that~~as ~~there~~defined isby a17 ~~reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis~~C.F.R. In229 ~~our~~(10)(f)(i) ~~assessment of the effectiveness of internal control over financial reporting as of June 30, 2023, we determined that our disclosure controls~~ and ~~procedures~~ are not ~~effective~~required ~~as of such date~~ to ~~ensure~~provide ~~that~~ information ~~required to be disclosed in the reports that we file or submit~~ under ~~the~~this ~~Exchange Act is recorded, processed, summarized, and reported within the time provided in the SEC rules and forms~~item.

21Item ~~Table~~8. ofFinancial ~~Contents~~Statements and Supplementary Data

WeThe ~~believe~~information ~~that~~required ~~the~~by ~~weaknesses~~Item ~~identified~~8 ~~above~~appears ~~have~~after ~~not had any material effect on our financial results. We are currently reviewing our disclosure controls and procedures related to these material weaknesses and expect to implement changes in~~ the ~~current~~signature ~~fiscal~~page ~~year,~~of ~~including~~this ~~identifying specific areas within our governance, accounting and financial reporting processes to add adequate resources to potentially mitigate these material weaknesses~~report.

~~Our~~22 ~~management~~Table ~~will continue to monitor and evaluate the effectiveness~~ of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.Contents

~~Because~~Item ~~of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements~~9. ~~Projections~~Changes ~~of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes~~ in ~~conditions,~~and orDisagreements ~~that the degree of compliance~~ with ~~the~~Accountants ~~policies~~on orAccounting ~~procedures~~and ~~may~~Financial ~~deteriorate.~~Disclosure All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

~~Management’s~~On ~~Remediation~~a ~~Plan~~letter from the SEC dated May 3rd, 2024, we disclosed the firing of our audit firm BF Borgers on May 8th, 2024 and the hiring of our current new firm BCRG Group (BCRG) to re-review and re-audit our 2023 and 2024 3rd quarter 10-Q, as well as our 2023 and 2024 10-K filings. We expect no significant or material changes to our reporting numbers.

InItem ~~light~~9A. ofControls ~~the control deficiencies identified at December 31, 2019,~~ and ~~described~~Procedures ~~in the section titled “Management Report on Internal Control Over Financial Reporting,” we have designed and plan to implement the specific remediation initiatives described below:~~

~~(i)~~Management’s ~~Appoint~~Report ~~additional~~on ~~qualified~~Disclosure ~~personnel~~Controls ~~to address inadequate segregation of duties~~ and ~~implement modifications to our financial controls to address such inadequacies; and~~Procedures

~~(ii)~~Our Wemanagement ~~will~~is ~~attempt~~responsible tofor ~~implement~~establishing ~~the~~and ~~remediation~~maintaining ~~efforts.~~a ~~Because~~system of ~~the~~disclosure ~~inherent~~controls ~~limitations~~and procedures (as defined in ~~all~~Rule ~~control~~13a-15(e) ~~systems,~~and no15d-15(e) ~~evaluation~~under ofthe ~~controls~~Exchange ~~can~~Act) ~~provide~~that ~~absolute~~is ~~assurance~~designed to ensure that ~~all~~information ~~control~~required ~~issues,~~to ifbe ~~any,~~disclosed ~~within~~by ~~our~~us ~~company~~in ~~have~~the ~~been~~reports ~~detected.~~that ~~These~~we ~~inherent~~file ~~limitations~~or ~~include~~submit under the ~~realities~~Exchange ~~that~~Act ~~judgments~~is inrecorded, ~~decision-making~~processed, ~~can~~summarized beand ~~faulty~~reported, ~~and~~within ~~that~~the ~~breakdowns~~time ~~can~~periods ~~occur~~specified ~~because~~in ofthe ~~simple~~SEC ~~error~~rules orand ~~mistake~~forms. ~~(iii)~~Disclosure ~~Management~~controls ~~has~~and ~~implemented~~procedures ~~new~~include, without limitation, controls toand ~~allow~~procedures ~~one~~designed ~~individual~~to inensure ~~accounting~~that information required to ~~access~~be ~~systems,~~disclosed ~~contracts,~~by ~~payments~~an ~~and~~issuer ~~other~~in ~~critical~~the ~~accounting~~reports ~~software.~~that Cit ~~Level~~files ~~executives~~or ~~and~~submits under the ~~Director~~Exchange ofAct ~~Customer~~is ~~Service~~accumulated ~~have~~and ~~view~~communicated ~~only~~to ~~access~~the toissuer’s ~~conduct~~management, ~~monthly~~including ~~audits~~its ofprincipal ~~all~~executive ~~accounting~~officer ~~transactions.~~or Weofficers ~~have~~and ~~also~~principal ~~implemented~~financial ~~dual~~officer ~~approval~~or onofficers, ~~all~~or APpersons ~~transactions~~performing ~~and~~similar ~~monthly~~functions, ~~audits~~as ~~are~~appropriate ~~conducted~~to onallow ~~all~~timely ~~contracts~~decisions ~~that~~regarding ~~are~~required ~~written~~disclosure.

~~Management~~An ~~believes~~evaluation ~~that~~was ~~despite~~conducted under the supervision and with the participation of our ~~material~~management ~~weaknesses~~of ~~set~~the ~~forth~~effectiveness ~~above,~~of the design and operation of our ~~financial~~disclosure ~~statements~~controls ~~for~~and ~~years~~procedures ~~ended~~as of June 30, ~~2023~~2024. Based on that evaluation, our management concluded that our disclosure controls and ~~2022~~procedures ~~are~~were ~~fairly~~not ~~stated,~~effective as of such date to ensure that information required to be disclosed in ~~all~~the ~~material~~reports ~~respects~~that we file or submit under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified in ~~accordance~~SEC ~~with~~rules ~~U.S.~~and ~~GAAP~~forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the fiscal year ended June 30, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~Item~~Management ~~9B.~~Report ~~Other~~on ~~Information~~Internal Control Over Financial Reporting

~~None~~Management is responsible for establishing and maintaining adequate internal control over our financial reporting in order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002. Our management, with the participation of our principal executive officer and principal financial officer have conducted an assessment, including testing, using the criteria in Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) (2013). Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. This assessment included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of June 30, 2024. The ineffectiveness of our internal control over financial reporting was due to the following material weaknesses, which are indicative of many small companies with small staff:

22(i) ~~Table~~inadequate segregation of ~~Contents~~duties consistent with control objectives; and (ii) lack of multiple levels of supervision and review; and (iii) technical accounting support for complex debt and preferred stock transactions.

~~PART~~A ~~III~~material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. In our assessment of the effectiveness of internal control over financial reporting as of June 30, 2024, we determined that our disclosure controls and procedures are 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 provided in the SEC rules and forms.

~~Item~~23 ~~10.~~Table ~~Directors,~~of ~~Executive Officers and Corporate Governance~~ Contents

~~The~~We ~~following~~believe ~~table~~that ~~sets~~the ~~forth~~weaknesses ~~certain~~identified ~~information~~above have not had any material effect on our financial results. We have implemented new layers of supervision with accounting and are continuing to review our ~~directors~~disclosure controls and ~~officers~~procedures asrelated ofto these material weaknesses and expect to implement changes in the ~~date~~current offiscal ~~this~~year, ~~report~~including identifying specific areas within our governance, accounting and financial reporting processes to add adequate resources to potentially mitigate these material weaknesses.

Name	Age	Position	Director/Officer Since
Kurt Rossner	54	Chairman, Chief Executive Officer and President	March 23, 2017
Mark Breen	51	Chief Financial Officer and Director	March 23, 2017
Michael Goerner	54	Treasurer, Chief Technology Officer and Director	March 23, 2017
Jeff Rudolph	62	Director	October 15, 2018
Kristin Baca	53	Director	October 15, 2018

Our management will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

~~Kurt~~Because ~~Rossner~~of its inherent limitations, 54internal controls over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, ~~Co-Founder~~or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, ~~Chairman~~no ~~and~~matter ~~Chief~~how ~~Executive~~well ~~Officer~~designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

~~Prior~~Management’s toRemediation founding LB Media Group in May 2013, Mr. Rossner started his career with MCI Telecommunications Corporation as a Business Sales Manager in 1993. Mr. Rossner founded several successful technology companies and was a pioneer in the Internet web hosting industry. He founded one of the largest platforms in the county, selling it to Micron Electronics (NASDAQ: MUEI) in 2000. Mr. Rossner leads our operations and overall strategic direction. He holds a Bachelor of Science Degree in Economics from The Florida State University.Plan

~~Mark~~In ~~Breen~~light of the control deficiencies identified at December 31, 512019, ~~Co-Founder~~and described in the section titled “Management Report on Internal Control Over Financial Reporting,” ~~Director~~we have designed and ~~Chief~~plan ~~Financial~~to ~~Officer~~implement the specific remediation initiatives described below:

~~Prior~~(i) toAppoint ~~Co-founding~~additional LBqualified ~~Media~~personnel ~~Group~~to inaddress ~~May~~inadequate ~~2013,~~segregation ~~Mr.~~of ~~Breen~~duties ~~served~~and inimplement ~~various~~modifications ~~Sales Executive positions at CBS Corporation from Oct 2010~~ to ~~October of 2013. Mr. Breen heads up~~ our ~~sales~~financial ~~and~~controls ~~market~~to ~~expansion~~address ~~strategy.~~such Heinadequacies; ~~has worked in various sales, operation~~ and management positions within Tribune Broadcasting, Gannett and CBS in both Chicago and Denver over his 20-year career. Mr. Breen earned a Bachelor of Arts Degree in Broadcasting from Western Illinois University.

~~Michael~~(ii) ~~Goerner~~We will attempt to implement remediation efforts. Because of the inherent limitations in all control systems, 54no evaluation of controls can provide absolute assurance that all control issues, Coif any, within our company have been detected. These inherent limitations include the realities that judgments in decision-~~Founder~~making can be faulty and that breakdowns can occur because of simple error or mistake. (iii) Management has implemented new controls to allow one individual in accounting to access systems, contracts, payments and other critical accounting software. C Level executives and the Director of Customer Service have view only access to conduct monthly audits of all accounting transactions. We have also implemented dual approval on all AP transactions and ~~Chief~~monthly ~~Technology~~audits ~~Officer~~are conducted on all contracts that are written.

~~Prior~~Management tobelieves ~~founding~~that LBdespite ~~Media~~our ~~Group~~material inweaknesses ~~May~~set ~~2013~~forth above, ~~Mr.~~our ~~Goerner~~financial ~~served~~statements ~~as the C.T.O of WHIP Systems from March 2001 to May 2013. Mr. Goerner is responsible~~ for ~~our~~years ~~technology~~ended ~~direction and has significant experience with various Internet and IT companies. Prior thereto and from~~ June ~~1998~~30, ~~through~~2024 ~~December 2000 to Mr. Goerner served as the Founder~~ and ~~C.T.O~~2023 ofare ~~Indigio~~fairly ~~Group.~~stated, ~~In the early 1990s he was involved~~ in ~~the~~all ~~early-stage~~material ~~development~~respects, ~~of successful Internet properties~~ in ~~the~~accordance ~~areas~~with ~~of online mapping, real estate, news media~~U. MrS. ~~Goerner has a Bachelor of Science Degree in Computer Science from Millersville University of Pennsylvania~~GAAP.

~~Jeff~~Item ~~Rudolph,~~9B. ~~62,~~Other ~~Director~~Information

Mr. Rudolph is a Certified Public Accountant. He began his accounting career at Coopers & Lybrand, LLP from 1983 to 1994, where he was a staff then manager in the Corporate Finance Group (Merger & Acquisition Practice). From 1994 to 1997, he was the Managing Director of Finance and Operations for Intelligent Electronics, Inc. From 1997 to 2003, he was employed by SSDS Inc./Knowledge Workers, Inc., a leading provider of client/server and web-based network integration services. He served on the Board of Directors, as Executive Vice President, Chief Operations Officer and Chief Financial Officer throughout his time there. From 2003 to 2005, he was the Executive Vice President and Chief Financial Officer at Entrust Financial Services, Inc., a publicly traded company focused on wholesale mortgage banking and full-service mortgage lender. In 2005 he was also the President and Chief Executive Officer of the company. From 2005 to 2007, Mr. Rudolph was the Executive Vice President and Chief Financial Officer of Stonecreek Funding Investment Corp., a national private equity firm focused on acquiring portfolio companies in the residential mortgage sector. From 2009 to 2010, Mr. Rudolph was the President and Chief Executive Officer of American Civil Constructors Holdings, Inc. one of the nation’s premier construction and maintenance companies with comprehensive services including the Civil, Marine and Landscape industries. Mr. Rudolph is currently the founder and General Partner of the CFO Advisory Group, a company that specializes in providing CFO services to companies who need assistance in finding solutions to their business challenges. Mr. Rudolph earned his Master’s in Business Administration from the University of Denver and a Bachelor of Arts degree in Accounting from Wittenberg University.None

2324 Table of Contents

~~Kristin~~PART ~~Baca, 53, Director~~III

~~Ms.~~Item ~~Baca has served in various financial roles during her career~~10. ~~From 1998 to 1999~~Directors, she was the Regional Finance Director of Countrywide Home Loans. She was responsible for monthly and quarterly reporting, interpretation of financial results, development and analysis of analytical models and evaluation of growth opportunities and resource needs. From 1999 to 2006, Ms. Baca served as the Vice President of Business/Financial for ACS. She ensured accountability, integrity and reliability of financial systems and controls as well as oversaw the activities of 35 cost centers. Ms. Baca partnered with the acquisitions department on due diligence, modeling and strategic analysis and planning. From 2006 to 2009, Ms. Baca was the Vice President and Transition Executive ~~Payroll~~Officers ~~Shared Services at ACS. In this role, she optimized functions by creating~~ and ~~executing~~Corporate ~~global~~Governance payroll shared service models and was integral in driving enterprise goals and objectives by implementing global operational plans and resource optimization. From 1999 to 2012, she served as the Vice President of Global Technology Operations at Xerox. She managed the 1,300 employees, drove divisional objectives, boosted performance and captured both revenue and profit improvements by innovative initiatives. From 2012 to 2013, Ms. Baca was the Executive Vice and Chief Operating Officer of Healthplan Services, Inc. While there, she orchestrated top-performing, customer focused operations, encompassing member services, enrollment and billing and call center operations. Currently, Ms. Baca is the Senior Vice President of Strategy and Global Operations at Xerox/Conduent. She is responsible for leadership, staffing and budgeting for strategy, development and planning, project planning and management, client delivery and analytical review. Ms. Baca has a Master of Business Administration from Regis University and a Bachelor of Science and Arts in Finance with a minor in Economics from the University of Colorado.

~~Family~~The ~~Relationships~~following table sets forth certain information of our directors and officers as of the date of this report.

There are no family relationships among our directors, executive officers or persons nominated or chosen by us to become directors or executive officers.

Name	Age	Position	Director/Officer Since

Kurt Rossner	55	Chairman, Chief Executive Officer and President	March 23, 2017
Mark Breen	52	Chief Financial Officer and Director	March 23, 2017
Michael Goerner	55	Treasurer, Chief Technology Officer and Director	March 23, 2017
Jeff Rudolph	63	Director	October 15, 2018
Kristin Baca	54	Director	October 15, 2018

~~Legal~~Kurt ~~Proceedings~~Rossner, 55, Co-Founder, Chairman and Chief Executive Officer

~~None~~Prior ofto ~~our~~founding ~~directors,~~LB ~~executive~~Media ~~officers~~Group in May 2013, ~~promoters~~Mr. orRossner ~~control~~started ~~persons~~his ~~has~~career ~~been~~with ~~involved~~MCI Telecommunications Corporation as a Business Sales Manager in ~~any~~1993. Mr. Rossner founded several successful technology companies and was a pioneer in the Internet web hosting industry. He founded one of the ~~following~~largest ~~events~~platforms ~~during~~in the ~~past~~county, 10selling ~~years~~it to Micron Electronics (NASDAQ: MUEI) in 2000. Mr. Rossner leads our operations and overall strategic direction. He holds a Bachelor of Science Degree in Economics from The Florida State University.

·Mark 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 orderBreen, ~~judgment or decree~~52, ~~not subsequently reversed~~Co-Founder, ~~suspended~~Director 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~~Chief ~~judgment~~Financial 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.Officer

24Prior ~~Table~~to Co-founding LB Media Group in May 2013, Mr. Breen served in various Sales Executive positions at CBS Corporation from Oct 2010 to October of ~~Contents~~2013. Mr. Breen heads up our sales and market expansion strategy. He has worked in various sales, operation and management positions within Tribune Broadcasting, Gannett and CBS in both Chicago and Denver over his 20-year career. Mr. Breen earned a Bachelor of Arts Degree in Broadcasting from Western Illinois University.

~~Section~~Michael ~~16(a)~~Goerner, ~~Beneficial~~55, ~~Ownership~~Co-Founder, ~~Compliance~~Director ~~Reporting~~and Chief Technology Officer

~~Section~~Prior ~~16(a)~~to offounding ~~the~~LB ~~Exchange~~Media ~~Act~~Group ~~requires~~in ~~our~~May ~~directors~~2013, ~~executive~~Mr. ~~officers~~Goerner ~~and~~served ~~persons~~as ~~who~~the ~~own~~C.T.O ~~more~~of ~~than~~WHIP ~~10%~~Systems offrom ~~our~~March ~~common~~2001 ~~stock~~ to ~~file~~May ~~reports~~2013. ~~regarding~~Mr. ~~ownership~~Goerner ~~of,~~is ~~and~~responsible ~~transactions~~for ~~in,~~ our ~~securities~~technology direction and has significant experience with ~~the~~various ~~SEC~~Internet and toIT ~~provide~~companies. usPrior ~~with~~thereto ~~copies~~and offrom ~~those~~June ~~filings.~~1998 ~~Based~~through ~~solely~~December on2000 ~~our~~to ~~review~~Mr. ofGoerner served as the ~~copies~~Founder and C.T.O of ~~such~~Indigio ~~forms~~Group. ~~received~~In bythe ~~us,~~early or1990s ~~written~~he ~~representations~~was ~~from~~involved ~~certain~~in ~~reporting~~the ~~persons,~~early-stage wedevelopment ~~believe~~of ~~that~~successful ~~during~~Internet properties in the ~~fiscal~~areas ~~year~~of ~~ended~~online ~~June~~mapping, 30real estate, ~~2022~~news ~~our~~media. ~~directors,~~Mr. ~~executive~~Goerner ~~officers~~has ~~and~~a ~~10%~~Bachelor ~~stockholders~~of ~~complied~~Science ~~with~~Degree ~~all~~in ~~applicable~~Computer ~~filing~~Science ~~requirements~~from Millersville University of Pennsylvania.

~~Code~~Jeff ofRudolph, ~~Ethics~~63, Director

WeMr. ~~have~~Rudolph ~~adopted~~is a ~~code~~Certified Public Accountant. He began his accounting career at Coopers & Lybrand, LLP from 1983 to 1994, where he was a staff then manager in the Corporate Finance Group (Merger & Acquisition Practice). From 1994 to 1997, he was the Managing Director of ~~ethics~~Finance ~~that~~and ~~applies~~Operations for Intelligent Electronics, Inc. From 1997 to ~~our~~2003, ~~principal~~he ~~executive~~was ~~officer~~employed by SSDS Inc./Knowledge Workers, ~~principal~~Inc., ~~financial~~a ~~officer~~leading provider of client/server and web-based network integration services. He served on the Board of Directors, ~~principal~~as ~~accounting~~Executive ~~officer~~Vice President, ~~controller~~Chief Operations Officer and Chief Financial Officer throughout his time there. From 2003 to 2005, orhe ~~persons~~was ~~performing~~the ~~similar~~Executive ~~functions~~Vice President and Chief Financial Officer at Entrust Financial Services, Inc., a publicly traded company focused on wholesale mortgage banking and full-service mortgage lender. In 2005 he was also the President and Chief Executive Officer of the company. From 2005 to 2007, Mr. Rudolph was the Executive Vice President and Chief Financial Officer of Stonecreek Funding Investment Corp., a national private equity firm focused on acquiring portfolio companies in the residential mortgage sector. From 2009 to 2010, Mr. Rudolph was the President and Chief Executive Officer of American Civil Constructors Holdings, Inc. one of the nation’s premier construction and maintenance companies with comprehensive services including the Civil, Marine and Landscape industries. Mr. Rudolph is currently the founder and General Partner of the CFO Advisory Group, a company that specializes in providing CFO services to companies who need assistance in finding solutions to their business challenges. Mr. Rudolph earned his Master’s in Business Administration from the University of Denver and a Bachelor of Arts degree in Accounting from Wittenberg University.

~~Audit~~25 ~~Committee~~Table of Contents

~~Our~~Kristin ~~Audit Committee is primarily concerned with the effectiveness of our accounting policies and practices~~Baca, ~~our financial reporting and our internal accounting controls. In addition~~54, the Audit Committee reviews and approves the scope of the annual audit of our books, reviews the findings and recommendations of the independent registered public accounting firm at the completion of their audit, and approves annual audit fees and the selection of an auditing firm. The Audit Committee met three times during the year ended June 30, 2023.Director

~~The~~Ms. ~~Audit~~Baca ~~Committee~~has isserved ~~presently~~in ~~composed~~various financial roles during her career. From 1998 to 1999, she was the Regional Finance Director of ~~three~~Countrywide ~~members:~~Home ~~Jeffrey~~Loans. ~~Rudolph~~She was responsible for monthly and quarterly reporting, ~~Kristin~~interpretation ~~Baca~~of financial results, development and ~~Kurt~~analysis ~~Rossner.~~of ~~The~~analytical ~~Board~~models and evaluation of ~~Directors~~growth ~~has~~opportunities ~~determined~~and ~~that~~resource ~~Kristin~~needs. From 1999 to 2006, Ms. Baca isserved ~~considered~~as ~~“audit~~the ~~committee~~Vice President of Business/Financial for ACS. She ensured accountability, integrity and reliability of financial ~~expert”~~systems (and controls as ~~defined~~well as oversaw the activities of 35 cost centers. Ms. Baca partnered with the acquisitions department on due diligence, modeling and strategic analysis and planning. From 2006 to 2009, Ms. Baca was the Vice President and Transition Executive Payroll Shared Services at ACS. In this role, she optimized functions by ~~rules~~creating and executing global payroll shared service models and was integral in driving enterprise goals and objectives by implementing global operational plans and resource optimization. From 1999 to 2012, she served as the Vice President of Global Technology Operations at Xerox. She managed the ~~SEC)~~1,300 employees, drove divisional objectives, boosted performance and ~~that~~captured ~~each~~both revenue and profit improvements by innovative initiatives. From 2012 to 2013, Ms. Baca was the Executive Vice and Chief Operating Officer of Healthplan Services, Inc. While there, she orchestrated top-performing, customer focused operations, encompassing member services, enrollment and billing and call center operations. Currently, Ms. Baca is the ~~“audit~~Senior ~~committee~~Vice ~~financial~~President ~~experts”~~of ~~meet~~Strategy and Global Operations at Xerox/Conduent. She is responsible for leadership, staffing and budgeting for strategy, development and planning, project planning and management, client delivery and analytical review. Ms. Baca has a Master of Business Administration from Regis University and a Bachelor of Science and Arts in Finance with a minor in Economics from the ~~independence~~University ~~criteria~~of Colorado.

~~Nomination~~Family ~~Procedures for Directors~~Relationships

WeThere doare ~~not~~no ~~have~~family arelationships ~~nominating~~among committee. Our Board of Directors selects individuals to stand for election as members of the Board and does not have a policy with regards to the consideration of any director candidates recommended by our ~~security~~directors, ~~holders.~~executive ~~Our~~officers ~~Board~~or ofpersons ~~Directors~~nominated ~~has~~or ~~determined~~chosen that it is in the best position to evaluate our company’s requirements as well as the qualifications of each candidate when it considers a nominee for a position on our Board. If security holders wish to recommend candidates directly to our Board of Directors, they may do so by ~~communicating~~us ~~directly with our President at the address specified on the cover of this annual report. There has not been any change~~ to ~~the~~become ~~procedures~~directors ~~involved~~or ~~when~~executive ~~our shareholders wish to recommend nominees to our Board of Directors~~officers.

25Legal ~~Table of Contents~~Proceedings

~~Item~~None ~~11.~~of ~~Executive~~our ~~Compensation~~directors, executive officers, promoters or control persons has been involved in any of the following events during the past 10 years:

~~The~~· ~~following~~any ~~table~~bankruptcy ~~sets~~petition ~~forth~~filed by or against any business of which such person was a general partner or executive officer either at the ~~compensation~~time ~~paid~~of the bankruptcy or ~~accrued~~within bytwo usyears prior to ~~our~~that ~~President~~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, ~~Chief~~judgment ~~Executive~~or ~~Officer~~decree, ~~Chief~~not ~~Financial~~subsequently ~~Officer~~reversed, ~~and~~suspended ~~each~~or vacated, of ~~our~~any ~~other~~court ~~officers~~of ~~for~~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 ~~fiscal~~SEC ~~years~~or ~~ended~~the ~~June~~Commodity 30Futures Trading Commission to have violated any federal or state securities or commodities law, ~~2023~~and the judgment has not been reversed, ~~2022~~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 ~~2021~~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.

Name and principal position	Year	Salary		Bonus		Stockawards		Optionawards		Nonequityincentive plancompensation		Nonqualifieddeferredcompensationearnings		All othercompensation		Total Compensation
Kurt Rossner Chief Executive Officer and Director	2023		120,000		-		-				-		-		-		120,000
	2022		112,000		-		-		120,000		-		-		-		232,000
	2021		124,000		-		-		-		-		-		-		124,000
Mark Breen Chief Financial Officer, Director	2023		120,000		-		-		-		-		-		--		120,000
	2022		112,000		-		-		120,000		-		-		--		232,000
	2021		124,000		-		-		-		-		-		-		124,000
Micheal Goener, Treasurer, Director	2023		120,000		-		-		-		-		-		-		120,000
	2022		112,000		-		-		120,000		-		-		-		232,000
	2021		124,000		-		-		-		-		-		-		124,000

Table of Contents

~~Compensation~~Section ~~Committee~~16(a) Beneficial Ownership Compliance Reporting

WeSection ~~currently~~16(a) doof ~~not~~the ~~have~~Exchange aAct ~~compensation~~requires ~~committee~~our ofdirectors, ~~the~~executive ~~Board~~officers ofand ~~Directors~~persons orwho aown ~~committee~~more ~~performing~~than ~~similar~~10% ~~functions.~~of Itour iscommon ~~the~~stock ~~view~~to offile ~~the~~reports ~~Board~~regarding ownership of, ~~Directors~~and ~~that~~transactions itin, isour ~~appropriate~~securities ~~for~~with usthe ~~not~~SEC and to ~~have~~provide ~~such~~us awith ~~committee~~copies ~~because~~ of ~~our~~those ~~size~~filings. ~~and~~Based ~~because~~solely ~~the~~on ~~Board~~our review of ~~Directors participates in~~ the ~~consideration~~copies of ~~executive~~such ~~compensation.~~forms ~~None~~received ofby ~~our~~us, ~~executive~~or ~~officers~~written ~~served~~representations asfrom acertain ~~director~~reporting orpersons, ~~member~~we ofbelieve ~~the~~that ~~compensation~~during ~~committee~~the offiscal ~~any~~year ~~entity~~ended ~~that~~June ~~has~~30, ~~one~~2024 orour ~~more~~directors, executive officers ~~serving~~and on10% ~~our~~stockholders ~~Board~~complied ofwith ~~Directors~~all applicable filing requirements.

~~Board~~Code ~~Leadership~~of ~~Structure and Role in Risk Oversight~~Ethics

~~Although~~We we have ~~not~~ adopted a ~~formal~~code ~~policy~~of onethics ~~whether the Chairman and Chief Executive Officer positions should be separate or combined, we have traditionally determined~~ that itapplies ~~is in our best interests and our shareholders~~ to ~~combine these roles. Kurt Rossner serves as~~ our ~~Chairman~~principal ~~and~~executive ~~Chief~~officer, ~~Executive~~principal ~~Officer.~~financial Weofficer, ~~believe~~principal itaccounting isofficer, incontroller, ~~our~~or ~~best~~persons ~~interest~~performing tosimilar ~~have the Chairman and Chief Executive Officer roles combined due to our small size and limited resources~~functions.

~~Our~~Audit Board of Directors is primarily responsible for overseeing our risk management processes. The Board of Directors receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our company’s assessment of risks. The Board of Directors focuses on the most significant risks facing our company and our company’s general risk management strategy and ensures that risks undertaken by our company are consistent with the Board of Directors appetite for risk. While the Board of Directors oversees our company, our company’s management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing our company and that our Board of Directors leadership structure supports this approach. Committee

26Our ~~Table~~Audit Committee is primarily concerned with the effectiveness of ~~Contents~~our accounting policies and practices, our financial reporting and our internal accounting controls. In addition, the Audit Committee reviews and approves the scope of the annual audit of our books, reviews the findings and recommendations of the independent registered public accounting firm at the completion of their audit, and approves annual audit fees and the selection of an auditing firm. The Audit Committee met two times during the year ended June 30, 2024.

~~Item~~The ~~12.~~Audit ~~Security~~Committee ~~Ownership~~is presently composed of ~~Certain~~three ~~Beneficial~~members: ~~Owners~~Jeffrey Rudolph, Kristin Baca and ~~Management~~Kurt Rossner. The Board of Directors has determined that Kristin Baca is considered “audit committee financial expert” (as defined by rules of the SEC) and ~~Related~~that ~~Stockholder~~each ~~Matters~~of the “audit committee financial experts” meet the independence criteria.

~~The~~Nomination ~~following~~Procedures ~~table~~for sets forth the ownership, as of June 30, 2023 of our common stock by each of our directors, by all of our executive officers and directors as a group and by each person known to us who is the beneficial owner of more than 5% of any class of our securities. As of June 30, 2023, there were 99,428,575 shares of our common stock issued and outstanding. All persons named have sole or shared voting and investment control with respect to the shares, except as otherwise noted. The number of shares described below includes shares which the beneficial owner described has the right to acquire within 60 days of June 30, 2023.Directors

Name and Address of Beneficial Owner (1)	CommonStockBeneficiallyOwned		Percentage ofCommonStock (2)
Directors and Officers:
Kurt Rossner (3)		11,250,012		12.1	%
Mark Breen (3)		11,250,012		12.1	%
Michael Goerner (3)		11,250,012		12.1	%
Jeffrey Rudolph		869,322	*
Kristin Baca		153,662	*
All officers and directors as a group (five persons) 5% Beneficial Owners:		34,773,020		35.0	%
Anson Investments Master Fund LP(4)		14,999,999		15.1	%
Hudson Bay Master Fund LTD(5)		14,999,999		15.1	%

We do not have a nominating committee. Our Board of Directors selects individuals to stand for election as members of the Board and does not have a policy with regards to the consideration of any director candidates recommended by our security holders. Our Board of Directors has determined that it is in the best position to evaluate our company’s requirements as well as the qualifications of each candidate when it considers a nominee for a position on our Board. If security holders wish to recommend candidates directly to our Board of Directors, they may do so by communicating directly with our President at the address specified on the cover of this annual report. There has not been any change to the procedures involved when our shareholders wish to recommend nominees to our Board of Directors.

~~__________~~27 Table of Contents

*	less than 1%
(1)	Except as otherwise indicated, the address of each beneficial owner is our company’s address.

Item 11. Executive Compensation

(2)	Applicable percentage ownership is based on 99,428,375 shares of common stock outstanding as of June 30, 2023 together with securities exercisable or convertible into shares of common stock within 60 days of June 30, 2023, 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 June 30, 2023, 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) (4)	Includes 108,109 shares of Series A Preferred Stock and 3,000,000 options granted pursuant to the Issuer’s 2017 Equity Incentive Plan. The Series A Shares are subject to 9.25:1 reverse stock split upon their conversion into Common Stock. The effective number of common shares outstanding is 1,000,000. Includes 14,999,999 shares of common stock. Excludes 14,036,048 shares of common stock underlying Series A Warrants which have been issued, assuming an exercise price of $0.1624, assuming a floor reset price of the common stock and a floor reset exercise price of the Warrants of $0.15 per share. The Series A Warrants do not allow for any exercise that would result in the beneficial ownership of greater than 4.99% of the number of our shares of common stock outstanding immediately after giving effect to such exercise. Anson Advisors Inc., and Anson Funds Management LP, the Co-Investment Advisers of Anson Investments Master Fund LP, hold voting and dispositive power over the Common Shares held by Anson. Bruce Winson is the managing member of Anson Management GP LLC, which is the general partner of Anson Funds Management LP. Moez Kassam and Amin Nathoo are directors of Anson Advisors Inc. Mr. Winson, Mr. Kassam and Mr. Nathoo each disclaim beneficial ownership of these shares of common stock except to the extent of their pecuniary interest therein. The principal business address of Anson is Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands.
(5)	Includes 14,999,999 shares of common stock. Excludes 14,036,048 shares of common stock underlying Series A Warrants which have been issued, assuming an exercise price of $0.1624, assuming a floor reset price of the shares of common stock and a floor reset exercise price of the Warrants of $0.15 per share. The Warrants do not allow for an exercise that would result in the beneficial ownership of greater than 9.99% of our outstanding common stock immediately after giving effect to their exercise. Hudson Bay Capital Management LP, the investment manager of Hudson Bay Master Fund Ltd., has voting and investment power over these securities. Sander Gerber is the managing member of Hudson Bay Capital GP LLC, which is the general partner of Hudson Bay Capital Management LP. Each of Hudson Bay Master Fund Ltd. and Sander Gerber disclaims beneficial ownership over these securities.

The following table sets forth the compensation paid or accrued by us to our President, Chief Executive Officer, Chief Financial Officer and each of our other officers for the fiscal years ended June 30, 2024, 2023 and 2022.

27 Table of Contents

Name and principal position	Year	Salary		Bonus		Stock awards		Option awards		Nonequity incentive plan compensation		Nonqualified deferred compensation earnings		All other compensation		Total Compensation

Kurt Rossner Chief Executive Officer and Director	2024		120,000		-		-		-		-		-		-		120,000
	2023		112,000		-		-		-		-		-		-		112,000
	2022		112,000		-		-		120,000		-		-		-		232,000

Mark Breen Chief Financial Officer, Director	2024		120,000		-		-		-		-		-		--		120,000
	2023		112,000		-		-		-		-		-		--		112,000
	2022		112,000		-		-		120,000		-		-		--		232,000

Micheal Goener, Treasurer, Director	2024		120,000		-		-		-		-		-		-		120,000
	2023		112,000		-		-		-		-		-		-		112,000
	2022		112,000		-		-		120,000		-		-		-		232,000

~~Item~~Compensation ~~13. Certain Relationships and Related Transactions, and Director Independence~~ Committee

OnWe ~~July~~currently 2,do ~~2019,~~not wehave ~~entered into~~ a ~~Securities~~compensation ~~Purchase~~committee ~~Agreement~~of (the ~~“Purchase~~Board ~~Agreement”)~~of ~~with~~Directors ~~certain~~or ~~institutional~~a ~~investors~~committee ~~(the~~performing ~~“Investors”),~~similar ~~pursuant~~functions. toIt ~~which~~is ~~we agreed to issue and sell directly to~~ the ~~Investors~~view inof ~~a private offering (~~the ~~“Offering”),~~Board ~~an aggregate~~ of ~~7,211,538~~Directors ~~shares~~that ofit ~~common~~is ~~stock~~appropriate ~~(the~~for ~~“Shares”),~~us ~~par~~not ~~value~~to ~~$0.001~~have ~~per~~such ~~share, at $0.624 per Share or~~ a ~~20%~~committee ~~discount~~because ~~to the closing price as~~ of ~~July~~our 2,size ~~2019, for gross proceeds of approximately $4,500,000 before deducting offering expenses. The Purchase Agreement contains customary representations~~ and ~~warranties,~~because ~~and~~ the ~~Offering~~Board ~~was~~of ~~subject~~Directors toparticipates ~~customary closing conditions. The Shares were offered by us pursuant to the exemption provided~~ in ~~Section 4(a)(2) under~~ the ~~Securities~~consideration ~~Act,~~of ~~and~~executive ~~Rule 506(b) promulgated thereunder~~compensation. WeNone ~~were~~of ~~obligated~~our inexecutive ~~accordance~~officers ~~with~~served ~~the~~as ~~terms of~~ a ~~Registration~~director ~~Rights~~or ~~Agreement~~member ~~(the~~of ~~“Rights Agreement”) to register~~ the ~~Shares~~compensation ~~and~~committee ~~the shares~~ of ~~common~~any ~~stock~~entity ~~underlying~~that ~~the~~has ~~warrants~~one ~~described~~or ~~below,~~more ~~within~~executive 90officers ~~days~~serving ~~from~~on ~~the~~our ~~date~~Board of ~~the Purchase Agreement~~Directors.

AsBoard ~~additional~~Leadership ~~consideration~~Structure ~~for the purchase of the Shares, we agreed to issue to the Investors Series A Warrants, Series B Warrants,~~ and ~~Series~~Role C Warrants (collectively, the “Warrants”). The number of shares for the Warrants and exercise price of the Warrants is subject to adjustment; provided, however, on each of (i) the 3rd Trading Day following the effective date (the “Effective Date”) of the Registration Statement to be filed by us (the “Interim True-Up Date”), and (ii) the 6th trading day following the Effective Date (the “Final True-Up Date”), the exercise price shall be reduced, and only reduced, to equal the lower of (1) the then exercise price and (2) 100% of the lowest VWAP during the 2 trading days prior to the Interim True-Up Date or 5 trading days prior to the Final True-Up Date, as applicable, immediately following the Effective Date. The Series C Warrants, which are considered pre-funded, allow each Investor to purchase an amount of shares equal to the sum of (a) any shares purchased by the Investor pursuant to the Purchase Agreement that would have resulted in ~~the~~Risk beneficial ownership of greater than 4.99% of our outstanding common stock, (b) on the 3rd trading day following the Effective Date, if 80% of the lowest VWAP during the 2 trading days immediately prior to such date (“Primary Effective Date Price”) is less than $0.624, then a number of shares of common stock equal to such Investor’s Purchase Agreement purchase amount divided by the Primary Effective Date Price less any shares of common stock (i) issued at the closing and (ii) issuable pursuant to clause (a) above, if any, and (c) on the 6th trading day following the Effective Date, if 80% of the lowest VWAP during the 5 trading days immediately prior to such date (“Secondary Effective Date Price”) is less than $0.624, then a number of shares of common stock equal to such holder’s subscription amount at the closing divided by the Secondary Effective Date Price less any shares of common stock (i) issued at the closing, (ii) issuable pursuant to clause (a) above, if any or (iii) issuable pursuant to clause (b) above, if any. The Series C Warrants are exercisable at a price of $0.001 per share.Oversight

WeAlthough ~~issued~~we ~~30,299,998~~have ~~shares~~not ofadopted ~~common~~a ~~stock~~formal ~~for~~policy ~~the~~on ~~private~~whether ~~placement and~~ the ~~issuance~~Chairman ofand ~~the~~Chief ~~Series~~Executive COfficer ~~Warrants.~~positions Weshould ~~received~~be ~~approximately~~separate ~~$4,060,000,~~or ~~net of the placement fees~~combined, ~~legal~~we ~~and~~have ~~other~~traditionally ~~expenses~~determined ~~incurred~~that ~~for~~it ~~the~~is ~~placement~~in ofour ~~the~~best ~~shares.~~interests ~~The~~and ~~Investors~~our ~~received~~shareholders ~~Series A Warrants~~ to ~~allow~~combine ~~the~~these ~~Investors~~roles. toKurt ~~purchase~~Rossner anserves ~~aggregate~~as ofour ~~28,072,365~~Chairman ~~shares~~and ofChief ~~common~~Executive ~~stock,~~Officer. ~~and~~We ~~Series~~believe Bit ~~Warrants~~is toin ~~allow~~our ~~the~~best ~~Investors~~interest to ~~purchase~~have anthe ~~aggregate~~Chairman ofand ~~7,018,091~~Chief ~~shares~~Executive ofOfficer ~~common~~roles ~~stock~~combined atdue ato ~~purchase~~our ~~price~~small ofsize ~~$0.1603~~and ~~per~~limited ~~common share~~resources.

28Our ~~Table~~Board of ~~Contents~~Directors is primarily responsible for overseeing our risk management processes. The Board of Directors receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our company’s assessment of risks. The Board of Directors focuses on the most significant risks facing our company and our company’s general risk management strategy and ensures that risks undertaken by our company are consistent with the Board of Directors appetite for risk. While the Board of Directors oversees our company, our company’s management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing our company and that our Board of Directors leadership structure supports this approach.

~~Related~~28 ~~Person~~Table ~~Transaction~~of ~~Policy~~Contents

~~Our~~Item ~~Board of Directors is responsible to approve all related party transactions~~12. WeSecurity ~~have~~Ownership ~~not~~of ~~adopted~~Certain ~~written~~Beneficial ~~policies~~Owners and ~~procedures~~Management ~~specifically~~and ~~for~~Related ~~related~~Stockholder ~~person~~Matters ~~transactions.~~

InThe ~~March~~following ~~2020,~~table wesets ~~entered~~forth ~~into~~the aownership, ~~promissory~~as ~~note~~of ~~with~~June 30, 2024 of our ~~Chief~~common ~~Executive~~stock ~~Officer~~by ~~for~~each ~~$600~~of our directors,~~000~~ inby ~~exchange~~all ~~for~~of our executive officers and directors as a ~~total~~group and by each person known to us who is the beneficial owner of ~~$565,000~~more ~~cash~~than ~~payments~~5% of any class of our securities. ~~The~~As ~~note~~of ~~matured~~June in30, ~~December~~2024, ~~2020~~there ~~and~~were ~~$500~~100,~~000~~071,075 shares of ~~principal~~our ~~payments~~common stock issued and outstanding. All persons named have ~~been~~sole ~~made~~or shared voting and investment control with respect to ~~date~~the shares, except as otherwise noted. The ~~note~~number isof inshares ~~default~~described ~~and~~below ~~due~~includes ~~upon~~shares ~~demand~~which ~~and~~ the ~~interest~~beneficial ~~rate~~owner ~~was~~described ~~increased~~has the right to ~~12%.~~acquire within 60 days of June 30, 2024.

In March 2020, we entered into a promissory note with our 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%.

Name and Address of Beneficial Owner (1)	Common Stock Beneficially Owned		Percentage of Common Stock (2)
Directors and Officers:
Kurt Rossner (3)		8,250,012		8.2	%
Mark Breen (3)		8,250,012		8.2	%
Michael Goerner (3)		8,250,012		8.2	%
Jeffrey Rudolph		909,322	*
Kristin Baca		193,662	*
All officers and directors as a group (five persons) 5% Beneficial Owners:		25,853,020		25.8	%
Anson Investments Master Fund LP(4)		14,999,999		15.1	%
Hudson Bay Master Fund LTD(5)		14,999,999		15.1	%

~~Director Independence~~__________

We currently use NASDAQ’s general definition for determining director independence, which states that “independent director” means a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, that, in the opinion of the company’s Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of the director.

*	less than 1%

(1)	Except as otherwise indicated, the address of each beneficial owner is our company’s address.

Item 14. Principal Accountant Fees and Services

(2)	Applicable percentage ownership is based on 100,071,075 shares of common stock outstanding as of June 30, 2024 together with securities exercisable or convertible into shares of common stock within 60 days of June 30, 2024, 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 June 30, 2024, 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 shares of Series A Preferred Stock. The Series A Shares are subject to 9.25:1 reverse stock split upon their conversion into Common Stock. The effective number of common shares outstanding is 1,000,000.

(4)	Includes 14,999,999 shares of common stock. Excludes 14,036,048 shares of common stock underlying Series A Warrants which have been issued, assuming an exercise price of $0.1624, assuming a floor reset price of the common stock and a floor reset exercise price of the Warrants of $0.15 per share. The Series A Warrants do not allow for any exercise that would result in the beneficial ownership of greater than 4.99% of the number of our shares of common stock outstanding immediately after giving effect to such exercise. Anson Advisors Inc., and Anson Funds Management LP, the Co-Investment Advisers of Anson Investments Master Fund LP, hold voting and dispositive power over the Common Shares held by Anson. Bruce Winson is the managing member of Anson Management GP LLC, which is the general partner of Anson Funds Management LP. Moez Kassam and Amin Nathoo are directors of Anson Advisors Inc. Mr. Winson, Mr. Kassam and Mr. Nathoo each disclaim beneficial ownership of these shares of common stock except to the extent of their pecuniary interest therein. The principal business address of Anson is Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands.

(5)	Includes 14,999,999 shares of common stock. Excludes 14,036,048 shares of common stock underlying Series A Warrants which have been issued, assuming an exercise price of $0.1624, assuming a floor reset price of the shares of common stock and a floor reset exercise price of the Warrants of $0.15 per share. The Warrants do not allow for an exercise that would result in the beneficial ownership of greater than 9.99% of our outstanding common stock immediately after giving effect to their exercise. Hudson Bay Capital Management LP, the investment manager of Hudson Bay Master Fund Ltd., has voting and investment power over these securities. Sander Gerber is the managing member of Hudson Bay Capital GP LLC, which is the general partner of Hudson Bay Capital Management LP. Each of Hudson Bay Master Fund Ltd. and Sander Gerber disclaims beneficial ownership over these securities.

~~Audit~~29 ~~and~~Table ~~Non-Audit~~of ~~Fees~~Contents

~~The~~Item ~~following~~13. ~~table~~Certain ~~sets~~Relationships ~~forth the fees for professional audit services~~ and ~~the~~Related ~~fees billed for other services rendered by our auditors~~Transactions, ~~in connection with the audit of our financial statements for the years ended June 30, 2023~~ and ~~2022,~~Director ~~and~~Independence ~~any other fees billed for services rendered by our auditors during these periods.~~

	Year Ended June 30, 2023($)		Year Ended June 30, 2022($)
Audit fees	$	55,100	$	55,100
Audit-related fees	-0-		-0-
Tax fees	-0-		-0-
All other fees	-0-		-0-
Total	$	55,100	$	55,100

On July 2, 2019, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Investors”), pursuant to which we agreed to issue and sell directly to the Investors in a private offering (the “Offering”), an aggregate of 7,211,538 shares of common stock (the “Shares”), par value $0.001 per share, at $0.624 per Share or a 20% discount to the closing price as of July 2, 2019, for gross proceeds of approximately $4,500,000 before deducting offering expenses. The Purchase Agreement contains customary representations and warranties, and the Offering was subject to customary closing conditions. The Shares were offered by us pursuant to the exemption provided in Section 4(a)(2) under the Securities Act, and Rule 506(b) promulgated thereunder. We were obligated in accordance with the terms of a Registration Rights Agreement (the “Rights Agreement”) to register the Shares and the shares of common stock underlying the warrants described below, within 90 days from the date of the Purchase Agreement.

~~Since~~As ~~our~~additional ~~inception~~consideration for the purchase of the Shares, ~~our~~we ~~Board~~agreed to issue to the Investors Series A Warrants, Series B Warrants, and Series C Warrants (collectively, the “Warrants”). The number of ~~Directors~~shares for the Warrants and exercise price of the Warrants is subject to adjustment; provided, ~~performing~~however, on each of (i) the ~~duties~~3rd Trading Day following the effective date (the “Effective Date”) of the ~~audit~~Registration ~~committee~~Statement to be filed by us (the “Interim True-Up Date”), ~~has~~and ~~reviewed~~(ii) ~~all~~the ~~audit~~6th trading day following the Effective Date (the “Final True-Up Date”), the exercise price shall be reduced, and ~~non~~only reduced, to equal the lower of (1) the then exercise price and (2) 100% of the lowest VWAP during the 2 trading days prior to the Interim True-~~audit~~Up ~~related~~Date ~~fees~~or at5 ~~least~~trading ~~annually~~days prior to the Final True-Up Date, as applicable, immediately following the Effective Date. The ~~Board~~Series C Warrants, which are considered pre-funded, allow each Investor to purchase an amount of ~~Directors~~shares equal to the sum of (a) any shares purchased by the Investor pursuant to the Purchase Agreement that would have resulted in the beneficial ownership of greater than 4.99% of our outstanding common stock, ~~acting~~(b) ason the ~~audit~~3rd ~~committee~~trading day following the Effective Date, ~~pre-approved~~if ~~all~~80% ~~audit~~of ~~related~~the ~~services~~lowest ~~for~~VWAP during the ~~year~~2 ~~ended~~trading ~~June~~days 30immediately prior to such date (“Primary Effective Date Price”) is less than $0.624, ~~2023~~then a number of shares of common stock equal to such Investor’s Purchase Agreement purchase amount divided by the Primary Effective Date Price less any shares of common stock (i) issued at the closing and (ii) issuable pursuant to clause (a) above, if any, and (c) on the 6th trading day following the Effective Date, if 80% of the lowest VWAP during the 5 trading days immediately prior to such date (“Secondary Effective Date Price”) is less than $0.624, then a number of shares of common stock equal to such holder’s subscription amount at the closing divided by the Secondary Effective Date Price less any shares of common stock (i) issued at the closing, (ii) issuable pursuant to clause (a) above, if any or (iii) issuable pursuant to clause (b) above, if any. The Series C Warrants are exercisable at a price of $0.001 per share.

29We ~~Table~~issued 30,299,998 shares of ~~Contents~~common stock for the private placement and the issuance of the Series C Warrants. We received approximately $4,060,000, net of the placement fees, legal and other expenses incurred for the placement of the shares. The Investors received Series A Warrants to allow the Investors to purchase an aggregate of 28,072,365 shares of common stock, and Series B Warrants to allow the Investors to purchase an aggregate of 7,018,091 shares of common stock at a purchase price of $0.1603 per common share.

~~PART~~30 IVTable of Contents

~~Item~~Related ~~15.~~Person ~~Exhibits,~~Transaction ~~Financial Statement Schedules~~ Policy

Exhibit Number		Exhibit Description
3.1		Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 23, 2017).
3.2		By-laws of the Company (incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed on September 3, 2015).
4.1		Form of Series A and Series B Warrant (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on July 5, 2019).
4.2		Form of Series C Warrant (incorporated herein by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on July 5, 2019).
4.3		Certification of Designation of Rights and Preferences to Series A Convertible Preferred Stock (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on March 23, 2017).
4.4		Certification of Designation of Rights and Preferences to Series B Convertible Preferred Stock (incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on March 23, 2017).
4.5		$200,000 Convertible Note due March 22, 2019 issued to Jeff Bishop on September 21, 2018
4.6		$50,000 Promissory Note due January 1, 2021 issued to Mike Goerner on April 1, 2020
4.7		$213,333.33 Convertible Note due September 20, 2020 issued to Adam Marshall on March 20, 2019
4.8		$426,666.67 Convertible Note due August 15, 2020 issued to Adam Marshall on February 15, 2019
4.9		$600,000 Promissory Note due December 1, 2020 issued to SRQBOBWHITE LLC on March 15, 2020
4.10		$400,000 Convertible Note due September 21, 2019 issued to MFA Holdings Corp. on September 21, 2018
4.11		$150,000 Promissory Note due December 20, 2018 issued to MFA Holdings Corp. on December 20, 2017
4.12		$200,000 Promissory Note due September 18, 2018 issued to MFA Holdings Corp. on September 28, 2017
10.1		Form of Securities Purchase Agreement (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on July 5, 2019).
10.2		Form of Registration Rights Agreement (incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on July 5, 2019).
10.3		Amended and Restated 2017 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8 filed on April 30, 2019).
10.4		Standby Equity Distribution Agreement dated April 19, 2018 between VA II PN, Ltd., and the Company (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on April 20, 2018).
10.5		Stock Purchase Agreement between Greenlight Technologies, Inc., the shareholders of Greenlight Technologies, Inc. and the Company (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on November 13, 2018).
10.6		Employment Agreement with Michael Gabriel (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on November 13, 2018).
23.1		Consent of Independent Registered Public Accounting Firm.(1)
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 **

Our Board of Directors is responsible for approving all related party transactions. We have not adopted written policies and procedures specifically for related person transactions.

~~___________~~In March 2020, the Company entered 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%. As of June 30, 2024 and June 30, 2023, the total unpaid principal and interest is $163,344 and $152,363, respectively. This principal amount of $100,000 is classified as current debt, related party on the June 30, 2024 and June 30, 2023 balance sheet.

*In April ~~Filed~~2020, ~~herewith~~the Company entered a promissory note with the Chief Technology Officer for $50,000. **The ~~Furnished~~note ~~herewith~~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%. As of June 30, 2024 and June 30, 2023, the total unpaid principal and interest is $13,985 and $13,134, respectively. This principal amount of $7,817 is classified as current debt, related party on the June 30, 2024 and June 30, 2023 balance sheet.

During the quarter ended March 31, 2024, the Company entered two promissory notes with executives of the Company (see Note 5) with a total value of $65,000. The notes mature in 120 days and accrue interest at 12%. During the year ended June 30, ~~Table~~2024 the Company paid $35,000 and as of ~~Contents~~June 30, 2024, the total unpaid principal and interest is approximately $33,205. This is classified as current debt, related party on the balance sheet.

~~SIGNATURES~~Director Independence

~~Pursuant~~We tocurrently ~~the~~use ~~requirements~~NASDAQ’s ofgeneral ~~Section~~definition 13for determining director independence, which states that “independent director” means a person other than an officer or ~~15(d)~~employee of the ~~Securities~~company ~~Exchange~~or ~~Act~~its ofsubsidiaries ~~1934~~or any other individual having a relationship, that, in the ~~registrant~~opinion ~~has~~of ~~duly~~the ~~caused~~company’s ~~this~~Board ~~report~~of toDirectors, bewould ~~signed~~interfere onwith ~~its~~the ~~behalf~~exercise byof independent judgment in carrying out the ~~undersigned,~~responsibilities ~~thereunto~~of ~~duly~~the ~~authorized~~director.

	LEAFBUYER TECHNOLOGIES, INC.
Date: September 28, 2023	By:	/s/ Kurt Rossner
		Kurt Rossner
		Chief Executive Officer, Director (principal executive officer)
	By:	/s/ Mark Breen
		Mark Breen
		Chief Financial Officer, Director (principal financial and accounting officer)

Item 14. Principal Accountant Fees and Services

~~Pursuant~~Audit ~~to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant~~ and inNon-Audit ~~the capacities and on the date indicated.~~Fees

Signature	Capacity	Date
/s/ Kurt Rossner	Chief Executive Officer, Director	September 28, 2023
Kurt Rossner	(Principal Executive Officer)
/s/ Mark Breen	Chief Financial Officer, Director	September 28, 2023
Mark Breen	(Principal Financial and Accounting Officer)
/s/ Michael Goerner	Chief Technology Officer, Director	September 28, 2023
Michael Goerner

The following table sets forth the fees for professional audit services and the fees billed for other services rendered by our auditors, in connection with the audit of our financial statements for the years ended June 30, 2024 and 2023, and any other fees billed for services rendered by our auditors during these periods.

31 Table of Contents

	Year Ended June 30, 2024 ($)		Year Ended June 30, 2023 ($)
Audit fees	$	75,100	$	55,100
Audit-related fees	-0-		-0-
Tax fees	-0-		-0-
All other fees	-0-		-0-
Total	$	75,100	$	55,100

~~ITEM~~Since 8our inception, our Board of Directors, performing the duties of the audit committee, has reviewed all audit and non-audit related fees at least annually. ~~FINANCIAL~~The ~~STATEMENTS~~Board ~~AND~~of ~~SUPPLEMENTARY~~Directors, ~~DATA~~acting as the audit committee, pre-approved all audit related services for the year ended June 30, 2024.

Report of Independent Registered Public Accounting Firm			F-1
Consolidated Balance Sheets			F-2
Consolidated Statements of Operations			F-3
Consolidated Statements of Cash Flows			F-4
Consolidated Statements of Equity			F-5
Notes to Consolidated Financial Statements			F-6

Table of Contents

32PART ~~Table of Contents~~IV

~~Report~~Item of15. ~~Independent~~Exhibits, ~~Registered~~Financial ~~Public~~Statement ~~Accounting~~Schedules ~~Firm~~

To the shareholders and the board of directors of Leafbuyer Technologies, Inc.

Exhibit Number		Exhibit Description
3.1		Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 23, 2017).

3.2		By-laws of the Company (incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed on September 3, 2015).

4.1		Form of Series A and Series B Warrant (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on July 5, 2019).

4.2		Form of Series C Warrant (incorporated herein by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on July 5, 2019).

4.3		Certification of Designation of Rights and Preferences to Series A Convertible Preferred Stock (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on March 23, 2017).

4.4		Certification of Designation of Rights and Preferences to Series B Convertible Preferred Stock (incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on March 23, 2017).

4.5		$200,000 Convertible Note due March 22, 2019 issued to Jeff Bishop on September 21, 2018

4.6		$50,000 Promissory Note due January 1, 2021 issued to Mike Goerner on April 1, 2020

4.7		$213,333.33 Convertible Note due September 20, 2020 issued to Adam Marshall on March 20, 2019

4.8		$426,666.67 Convertible Note due August 15, 2020 issued to Adam Marshall on February 15, 2019

4.9		$600,000 Promissory Note due December 1, 2020 issued to SRQBOBWHITE LLC on March 15, 2020

4.10		$400,000 Convertible Note due September 21, 2019 issued to MFA Holdings Corp. on September 21, 2018

4.11		$150,000 Promissory Note due December 20, 2018 issued to MFA Holdings Corp. on December 20, 2017

4.12		$200,000 Promissory Note due September 18, 2018 issued to MFA Holdings Corp. on September 28, 2017

10.1		Form of Securities Purchase Agreement (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on July 5, 2019).

10.2		Form of Registration Rights Agreement (incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on July 5, 2019).

10.3		Amended and Restated 2017 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8 filed on April 30, 2019).

10.4		Standby Equity Distribution Agreement dated April 19, 2018 between VA II PN, Ltd., and the Company (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on April 20, 2018).

10.5		Stock Purchase Agreement between Greenlight Technologies, Inc., the shareholders of Greenlight Technologies, Inc. and the Company (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on November 13, 2018).

10.6		Employment Agreement with Michael Gabriel (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on November 13, 2018).

23.1		Consent of Independent Registered Public Accounting Firm.(1)

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		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		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

~~Opinion~~___________ ~~on the Financial Statements~~

We* ~~have~~Filed ~~audited the accompanying consolidated balance sheets of Leafbuyer Technologies, Inc~~herewith. as** ofFurnished June 30, 2023 and 2022, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements")herewith. In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

~~Substantial~~32 ~~Doubt~~Table ~~about~~of ~~the Company’s Ability to Continue as a Going Concern~~Contents

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. In addition, the Company continues to experience negative cash flows from operations. 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.SIGNATURES

~~Basis~~Pursuant ~~for~~to ~~Opinion~~the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

	LEAFBUYER TECHNOLOGIES, INC.

Date: November 5, 2024	By:	/s/ Kurt Rossner
		Kurt Rossner
		Chief Executive Officer, Director (principal executive officer)

	By:	/s/ Mark Breen
		Mark Breen
		Chief Financial Officer, Director (principal financial and accounting officer)

WePursuant ~~conducted~~to ~~our audit in accordance with~~ the ~~standards~~requirements of the ~~PCAOB.~~Securities ~~Those~~Exchange ~~standards~~Act ~~require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free~~ of ~~material misstatement~~1934, ~~whether~~this ~~due~~report tohas ~~error~~been orsigned ~~fraud.~~below ~~The~~by ~~Company~~the isfollowing ~~not~~persons ~~required~~on tobehalf ~~have, nor were we engaged to perform, an audit~~ of ~~its~~the ~~internal~~registrant ~~control~~and ~~over~~in ~~financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for~~ the ~~purpose~~capacities ofand ~~expressing an opinion~~ on the ~~effectiveness~~date ~~of the Company’s internal control over financial reporting~~indicated. ~~Accordingly, we express no such opinion.~~

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Signature	Capacity	Date

/s/ Kurt Rossner	Chief Executive Officer, Director	November 5, 2024
Kurt Rossner	(Principal Executive Officer)

/s/ Mark Breen	Chief Financial Officer, Director	November 5, 2024
Mark Breen	(Principal Financial and Accounting Officer)

/s/ Michael Goerner	Chief Technology Officer, Director	November 5, 2024
Michael Goerner

~~/S/~~33 BFTable ~~Borgers~~of ~~CPA PC~~Contents

BFITEM ~~Borgers~~8. ~~CPA~~FINANCIAL PCSTATEMENTS ~~(PCAOB~~AND IDSUPPLEMENTARY ~~5041)~~DATA

We have served as the Company's auditor since 2017

Report of Independent Registered Public Accounting Firm			F-1
Consolidated Balance Sheets			F-2
Consolidated Statements of Operations			F-3
Consolidated Statements of Cash Flows			F-4
Consolidated Statements of Equity(Deficit)			F-5
Notes to Consolidated Financial Statements			F-6

~~Lakewood,~~34 COTable of Contents

~~September~~Report ~~28,~~of ~~2023~~Independent Registered Public Accounting Firm

~~F-1~~To ~~Table~~the Board of ~~Contents~~Directors

~~LEAFBUYER~~and ~~TECHNOLOGIES~~Stockholders of Leafbuyer Technologies, ~~INC~~Inc.

Opinion on the Consolidated ~~Balance~~Financial ~~Sheets~~Statements

	June 30, 2023			June 30, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	445,721		$	367,245
Accounts receivable (net of allowance for doubtful accounts of $0 and $14,037, respectively)		135,476			29,085
Prepaid expenses and other current assets		29,268			23,109
Total current assets		610,465			419,439
Noncurrent assets:
Fixed assets and intangible assets, net		1,225,034			1,949,479
Total assets	$	1,835,499		$	2,368,918
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	308,840		$	360,936
Accrued liabilities		1,165,815			1,178,030
Deferred revenue		10,029			12,697
Debt, related party (Note 9)		107,817			325,000
Debt, current		1,036,491			1,404,802
Total current liabilities		2,628,992			3,281,465
Debt, non current		485,378			500,000
Total liabilities		3,114,370			3,781,465
Commitments and contingencies (Note 6)
Equity:
Convertible Preferred Stock Series A, $0.001 par value; 324,325 designated; 324,325 and 324,325 shares issued and outstanding at June 30, 2023 and June 30, 2022, 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 June 30, 2023 and June 30, 2022, respectively		8			8
Common stock, $0.001 par value; 700,000,000 shares authorized; 99,428,575 shares issued and outstanding at June 30, 2023 and 93,316,288 shares issued and outstanding at June 30, 2022		99,428			93,315
Additional paid in capital		23,057,067			22,344,293
Accumulated deficit		(24,435,698	)		(23,850,487	)
Total equity (deficit)		(1,278,871	)		(1,412,547	)
Total liabilities and equity	$	1,835,499		$	2,368,918

We have audited the accompanying consolidated balance sheets of Leafbuyer Technologies, Inc. and subsidiary (collectively, the “Company”) as of June 30, 2024 and 2023, the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company as of June 30, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

~~See~~Substantial ~~accompanying~~Doubt ~~notes~~about the Company’s Ability to ~~consolidated~~Continue ~~financial~~as ~~statements.~~a Going Concern

~~F-2~~The ~~Table~~accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. 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 consolidated financial statements do not include any adjustments that might result from the outcome of ~~Contents~~this uncertainty.

~~LEAFBUYER~~Basis ~~TECHNOLOGIES,~~for ~~INC.~~Opinion

~~Consolidated~~These ~~Statements~~consolidated financial statements are the responsibility of ~~Operations~~the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

	Years Ended June 30,
	2023			2022
Revenue	$	5,090,846		$	3,807,053
Cost of revenue		2,842,786			2,713,676
Gross profit		2,248,060			1,093,377
Operating expenses:
Selling expenses		717,270			774,468
General and administrative		1,951,013			1,923,845
Total operating expenses		2,668,283			2,698,313
Loss from operations		(420,221	)		(1,604,936	)
Interest expense		(168,440	)		(205,815	)
Unrealized gain (loss) on derivative		-			2,208,469
Forgiveness of PPP loan					557,977
Other Income		3,452			-
Other income / (expense)		(164,988	)		2,560,631
Net (loss) income	$	(585,211	)	$	955,695
Earnings (loss) per common share:
Basic	$	-		$	0.01
Fully diluted				$	0.01
Weighted average common shares outstanding:
Basic		95,923,444			91,377,253
Fully diluted					143,085,818

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~See~~Our ~~accompanying~~audits ~~notes~~included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~F-3~~Critical ~~Table~~Audit ~~of Contents~~Matters

~~LEAFBUYER~~The ~~TECHNOLOGIES~~critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, ~~INC~~subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

~~Consolidated~~· ~~Statements~~Going Concern – As discussed in Note 1 to the consolidated financial statements, the Company has a going concern due to negative working capital and losses from operations which raises substantial doubt about its ability to continue as a going concern. Auditing management’s evaluation of ~~Cash~~a ~~Flows~~going concern can be a significant judgment given the fact that the Company uses management estimates on future revenues and expenses, which are difficult to substantiate. To evaluate the appropriateness of the going concern, we examined and evaluated the financial information along with management’s plans to mitigate the going concern and management’s disclosure on going concern.

	Years Ended June 30,
	2023			2022
Cash flows from operating activities:
Net (loss) income	$	(585,211	)	$	955,695
Adjustments to reconcile net (loss) income to net cash used in operating activities
Default interest added to convertible promissory note		30,420			93,354
Stock based compensation		432,467			369,655
Stock issued for services					93,354
Forgiveness of PPP loan					(557,977	)
Loss (gain) on derivative liability					(2,208,469	)
Depreciation/amortization expense		724,445			724,445
Changes in assets and liabilities:
Accounts receivable		(106,391	)		2,389
Prepaid expenses and other		(6,159	)		(8,957	)
Accounts payable and accrued liabilities		(52,096	)		147,471
Accrued liabilities		(14,883	)		165,000
Net cash from (used) in operating activities		422,592			(317,394	)
Cash flows from investing activities:
Capitalized Software		-			-
Net cash used in investing activities		-			-
Cash flows from financing activities:
Proceeds from issuance of stock		-			-
Proceeds from issuance of related party debt		-			-
Repayment of debt		(344,116	)		-
Net cash (used) provided by financing activities		-			-
Net change in cash and cash equivalents		78,476			(317,394	)
Cash and cash equivalents, beginning of period		367,245			684,639
Cash and cash equivalents, end of period	$	445,721		$	367,245
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-
Issuance of common stock for conversion of notes payable and accrued interest	$	-		$	-

/s/ BCRG Group

~~See~~BCRG ~~accompanying~~Group ~~notes~~(PCAOB ~~to consolidated financial statements.~~ID 7158)

~~F-4~~We ~~Table~~have ofserved ~~Contents~~as the Company’s auditor since 2024.

~~LEAFBUYER TECHNOLOGIES~~Irvine, ~~INC.~~CA

~~Consolidated~~November ~~Statements~~5, ~~of Equity~~2024

	Preferred Stock A				Preferred Stock B				Common Stock
	# of Shares		Amount		# of Shares		Amount		# of Shares		Amount		APIC		Acc Deficit			Total
Balance, June 30, 2021		324,325		324		7,567	$	8		89,318,160	$	89,318	$	17,492,410	$	(24,806,182	)	$	(7,224,121	)
Stock based compensation for employees		-		-		-		-						194,121		-			194,121
Issuance of Common Stock for employee Compensation		-		-						1,502,989		1,502		91,852					93,354
Issuance of common stock for services		-		-		-		-		2,495,139		2,495		173,040		-			175,535
Bifurcated Derivatives PS A		-		-										4,392,870					4,392,870
Net Income		-		-		-		-		-		-		-		955,695			955,695
Balance. June 30, 2022		324,325		324		7,567	$	8		93,316,288	$	93,315	$	22,344,293	$	(23,850,487	)	$	(1,412,547	)
Stock based compensation for employees		-		-		-		-						360,105		-			360,105
Issuance of common stock for employee Compensation		-		-						640,000		640		29,780					30,420
Issuance of common stock for services		-		-		-		-		1,472,387		1,473		70,889		-			72,362
Bifurcated Derivatives PS A										4,000,000		4,000		252,000					256,000
Net loss		-		-		-		-		-		-		-		(585,211	)		(585,211	)
Balance, June 30, 2023		324,325		324		7,567	$	8	99,428,575		$	99,428	$	23,057,067	$	(24,425,698	)	$	(1,278,871	)

F-1

Table of Contents

~~See~~LEAFBUYER ~~accompanying~~TECHNOLOGIES, ~~notes to consolidated financial statements~~INC.

~~F-5~~Consolidated ~~Table~~Balance ~~of Contents~~Sheets

LEAFBUYER TECHNOLOGIES, INC.

	June 30, 2024			June 30, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	165,332		$	445,712
Accounts receivable (net of allowance for doubtful accounts of $90,151 and $49,982, respectively)		83,480			135,476
Prepaid expenses and other current assets		21,208			28,277
Total current assets		270,020			609,465
Intangible assets, net		602,674			1,225,034
Other assets		1,000			1,000
Total assets	$	873,694		$	1,835,499

LIABILITIES AND EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	129,367		$	308,840
Accrued liabilities		934,279			1,165,815
Deferred revenue		11,140			10,029
Notes payable to related parties		137,817			107,817
Notes payable		429,000			500,000
Notes payable to bank – EIDL loan		29,640			29,244
Convertible notes payable		464,802			543,802
Total current liabilities		2,136,045			2,665,547
Notes payable to bank – EIDL loan, net of current portion		419,183			448,823
Total liabilities		2,555,228			3,114,370

Commitments and contingencies (Note 6)

Equity:
Convertible Preferred Stock Series A, $0.001 par value; 324,325 designated; 324,325 and 324,325 shares issued and outstanding at June 30, 2024 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 June 30, 2024 and June 30, 2023, respectively		8			8
Common stock, $0.001 par value; 700,000,000 shares authorized; 100,071,075 shares issued and outstanding at June 30, 2024 and 99,428,575 shares issued and outstanding at June 30, 2023		100,070			99,428
Additional paid in capital		23,363,192			23,057,067
Accumulated deficit		(25,145,128	)		(24,435,698	)
Total equity (deficit)		(1,681,534	)		(1,278,871	)
Total liabilities and equity	$	873,694		$	1,835,499

~~Notes~~See accompanying notes to ~~Consolidated~~consolidated ~~Financial~~financial ~~Statements~~statements.

~~Note~~F-2 1Table ~~— Description~~ of ~~Business~~Contents

~~Description~~LEAFBUYER ofTECHNOLOGIES, ~~Business~~INC.

~~Leafbuyer~~Consolidated ~~Technologies,~~Statements ~~Inc. (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.~~Operations

The Company 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.

	Years Ended June 30,
	2024			2023

Revenue	$	5,601,357		$	5,090,846
Cost of revenue		3,549,328			2,842,786
Gross profit		2,052,029			2,248,060

Operating expenses:
Selling expenses		816,180			717,270
General and administrative		1,822,365			1,951,013
Total operating expenses		2,638,545			2,668,283

Loss from operations		(586,516	)		(420,223	)

Other income (expense):
Interest expense		(122,963	)		(168,440	)
Other Income		49			3,452
Other income / (expense)		(1,229,143	)		(164,988	)

Net (loss) income	$	(709,430	)	$	(585,211	)

Earnings (loss) per common share:
Basic	$	-		$	-

Weighted average common shares outstanding:
Basic		99,716,697			95,923,444

~~Basis~~See ofaccompanying ~~Presentation~~notes to consolidated financial statements.

~~Our~~F-3 ~~financial~~Table ~~statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation~~ of our financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Although these estimates are based on our knowledge of current events and actions we may undertake in the future, actual results may ultimately differ from these estimates and assumptions. Furthermore, when testing assets for impairment in future periods, if management uses different assumptions or if different conditions occur, impairment charges may result.Contents

~~F-6~~LEAFBUYER ~~Table~~TECHNOLOGIES, ~~of Contents~~INC.

~~Going~~Consolidated ~~Concern~~Statements of Cash Flows

As of June 30, 2023, we had $445,721 in cash and cash equivalents and a working capital deficit of $2,018,527. We are dependent on funds raised through equity financing. Our cumulative net loss of $24,435,698 was funded by equity financing and we reported a net loss from operations of $585,209 for the year ended June 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.

	Years Ended June 30,
	2024			2023
Cash flows from operating activities:
Net (loss) income	$	(709,430	)	$	(585,211	)
Adjustments to reconcile net (loss) income to net cash used in operating activities
Stock based compensation		280,665			360,105
Stock issued for services		26,102			102,782
Depreciation/amortization expense		622,358			724,445
Changes in assets and liabilities:
Accounts receivable		51,996			(106,391	)
Prepaid expenses and other		7,069			(6,159	)
Accounts payable and accrued liabilities		(179,471	)		(52,096	)
Accrued liabilities		(231,536	)		(12,215	)
Deferred revenue		1,111			(2,668	)
Net cash from (used) in operating activities		(131,136	)		422,592

Cash flows from financing activities:
Net borrowings from notes payable to related parties		30,000			(217,183	)
Repayments on notes payable		(71,000	)
Repayments on note payable to bank under EIDL loan		(29,244	)		(21,933	)
Repayments on convertible notes payable		(79,000	)		(105,000	)
Net cash (used) provided by financing activities		(149,244	)		(344,116	)

Net change in cash and cash equivalents		(280,380	)		78,476

Cash and cash equivalents, beginning of period		445,712			367,246

Cash and cash equivalents, end of period	$	165,332		$	445,712

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-

~~Our~~See ~~ability~~accompanying tonotes ~~continue as a going concern is dependent upon our generating profitable operations in the future and / or obtaining the necessary financing~~ to ~~meet~~consolidated ~~our~~financial ~~obligations and repay our liabilities arising from normal business operations when they come due~~statements. 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.

~~Note~~F-4 2Table ~~— Summary~~ of ~~Significant Accounting Policies~~Contents

~~Principles~~LEAFBUYER ofTECHNOLOGIES, ~~Consolidation~~INC.

~~The~~Consolidated ~~consolidated~~Statements ~~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.~~Equity

Use of Estimates

	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	$	(23,850,487	)	$	(1,412,547	)

Stock based compensation for employees		-		-		-		-						360,105		-			360,105
Issuance of Common Stock for employee Compensation		-		-						640,000		640		29,780					30,420
Issuance of common stock for services		-		-		-		-		1,472,387		1,473		70,889		-			72,362
Issuance of common stock to reduce debt										4,000,000		4,000		252,000					256,000
Net Income		-		-		-		-		-		-		-		(585,211	)		(585,211	)
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 for employees		-		-		-		-						280,665		-			280,665
Issuance of common stock for employee Compensation		-		-						562,500		562		22,500					23,062
Issuance of common stock for services		-		-		-		-		80,000		80		2,960		-			3,040
Net loss		-		-		-		-		-		-		-		(709,430	)		(709,430	)
Balance, June 30, 2024		324,325		324		7,567	$	8		100,071,075	$	100,070	$	23,363,192	$	(25,145,128	)	$	(1,681,534	)

~~Management~~See ~~uses~~accompanying ~~estimates~~notes ~~and~~to ~~assumptions in preparing these~~ 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 fixed assets 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.

F-75 Table of Contents

~~Reclassifications~~LEAFBUYER TECHNOLOGIES, INC.

~~Certain~~Notes ~~reclassifications have been made~~ to ~~the~~Consolidated ~~financial~~Financial ~~statements as of and for the year ended June 30, 2022 to conform to the presentation as of and for the year ended June 30, 2023.~~Statements

~~Cash~~Note ~~and~~1 ~~Cash~~— ~~Equivalents~~Description of Business

~~For~~Description ~~purposes~~ of the consolidated statements of cash flows, cash includes demand deposits, time deposits, certificates of deposit, and short-term liquid investments with original maturities of three months or less when purchased. As of June 30, 2022 and 2021, the Company did not hold any cash equivalents. The Federal Deposit Insurance Corporation provides coverage for all accounts of up to $250,000. As of June 30, 2023, the Company had $195,721 in excess of federally insured limits.Business

~~Accounts~~Leafbuyer ~~Receivable~~Technologies, ~~Net~~Inc. (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.

~~Accounts~~The ~~receivables~~Company ~~are~~has ~~stated~~evolved atand ~~the~~grown ~~amount~~as ~~management~~a ~~expects~~listing website to ~~collect.~~a Ancomprehensive ~~allowance~~marketing ~~for~~technology ~~doubtful~~platform. ~~accounts~~Our ~~is recorded~~clients, asmedical aand ~~charge~~recreational todispensaries ~~bad~~in ~~debt~~legalized ~~expense~~cannabis states, ~~where~~along ~~collection~~with iscannabis ~~considered~~product tocompanies besubscribe ~~doubtful due~~ to ~~credit~~our ~~issues.~~technology ~~These~~platform ~~allowances~~to ~~together~~assist ~~reflect the Company’s estimate of potential losses inherent~~ in ~~accounts~~new ~~receivable~~customer ~~balances,~~acquisition ~~based on historical loss~~ and ~~known~~provide ~~factors~~retention ~~impacting~~tools ~~its~~that ~~customers.~~include ~~The~~texting/loyalty ~~Company~~and ~~does~~order ~~not~~ahead ~~accrue interest on past due receivables~~technology.

~~Internal~~Basis ~~Use~~of ~~Software~~Presentation

~~The~~Our ~~Company~~financial ~~capitalizes~~statements ~~certain~~are ~~development~~prepared ~~costs~~in ~~related~~accordance towith ~~upgrades~~accounting ~~and~~principles ~~enhancements~~generally toaccepted ~~its~~in ~~cloud commerce platform when it is probable~~ the ~~expenditures~~United ~~will~~States ~~result in additional functionality~~(“GAAP”). ~~Such~~The ~~development~~preparation ~~costs~~of ~~are~~our ~~capitalized~~financial ~~when~~statements ~~the~~requires ~~preliminary~~us ~~project~~to ~~stage~~make isestimates ~~completed,~~ and itassumptions ~~is probable~~ that ~~the~~affect ~~project will be completed, and~~ the ~~software~~reported ~~will~~amounts ~~be used to perform the function intended. These capitalized costs include external direct costs~~ of ~~services~~assets, ~~consumed~~liabilities, inrevenues ~~developing or obtaining internal-use software~~ and ~~personnel and related~~ expenses. ~~for~~Although ~~employees~~these ~~who~~estimates are ~~directly~~based ~~associated~~on ~~with~~our ~~and~~knowledge ~~who devote time to internal-use software projects. Capitalization~~ of ~~these~~current ~~costs~~events ~~cease~~and ~~once~~actions ~~the~~we ~~project~~may isundertake ~~substantially~~in ~~complete and~~ the ~~software~~future, isactual ~~ready~~results ~~for~~may ~~its~~ultimately ~~intended~~differ ~~purpose.~~from ~~Post~~these ~~configuration~~estimates ~~training~~ and ~~maintenance costs are expensed as incurred~~assumptions. ~~Capitalized~~Furthermore, ~~internal~~when ~~use~~testing ~~software costs are recorded as part of fixed~~ assets ~~and~~for ~~intangible~~impairment ~~assets~~in ~~and~~future ~~amortized using a straight-line method~~periods, ~~over~~if ~~the~~management ~~estimated~~uses ~~useful~~different ~~life~~assumptions ofor ~~the~~if ~~software,~~different ~~generally~~conditions ~~three to seven years~~occur, ~~commencing~~impairment ~~when~~charges ~~the~~may ~~software is ready for its intended use~~result.

~~Impairment~~F-6 ~~Assessment~~Table of ~~Long-Lived Assets~~Contents

~~The~~Going Company reviews identified intangible assets and long-lived assets to be held-and-used for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If the sum of the undiscounted expected future cash flows over the remaining useful life of a long-lived asset is less than its carrying amount, the asset is considered to be impaired. Impairment losses are measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risks associated with the recovery of the asset. As of June 30, 2023 and 2022, there were no impairments of long-lived assets. Concern

~~F-8~~As ~~Table~~of June 30, 2024, we had $165,332 in cash and cash equivalents and a working capital deficit of ~~Contents~~$1,836,385. We are dependent on funds raised through equity financing. Our cumulative net loss of $25,145,128 was funded by equity financing and we reported a net loss from operations of $709,430 for the year ended June 30, 2024. 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.

~~Convertible~~Our ~~Debt~~ability to continue as a going concern is dependent upon our generating profitable operations in the future and ~~Securities~~/ 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.

~~The~~Note ~~Company~~2 ~~follows~~— ~~beneficial~~Summary conversion feature guidance in ASC 470-20, which applies to convertible stock as well as convertible debt. A beneficial conversion feature is defined as a nondetachable conversion feature that is in the money at the commitment date. The beneficial conversion feature guidance requires recognition of ~~the~~Significant ~~conversion~~Accounting option's in-the-money portion, the intrinsic value of the option, in equity, with an offsetting reduction to the carrying amount of the instrument. The resulting discount is amortized as interest over the life of the instrument, if a stated maturity date exists, or to the earliest conversion date, if there is no stated maturity date. If the earliest conversion date is immediately upon issuance, the expense must be recognized at inception. When there is a subsequent change to the conversion ratio based on a future occurrence, the new conversion price may trigger the recognition of an additional beneficial conversion feature on occurrence. Policies

~~Stock-Based~~Principles ~~Compensation~~of Consolidation

The ~~Company~~consolidated accounts for stock-based awards to employees in accordance with applicable accounting principles, which requires compensation expense related to share-based transactions, including employee stock options, to be measured and recognized in the financial statements ~~based~~include ~~on a determination of~~ the ~~fair~~accounts ~~value~~ of the ~~stock~~Company ~~options.~~and ~~The~~its ~~grant~~wholly ~~date~~owned ~~fair value is determined using the Black-Scholes-Merton (“Black-Scholes”) pricing model. For all employee stock options~~subsidiary, weLB ~~recognize expense over the requisite service period on an accelerated basis over the employee’s requisite service period (generally the vesting period of the equity grant)~~Media. ~~The~~All ~~Company’s~~significant ~~option~~inter-company ~~pricing~~transactions ~~model requires the input of highly subjective assumptions, including the expected stock price volatility~~ and ~~expected~~balances ~~term.~~have ~~Any~~been ~~changes~~eliminated in ~~these highly subjective assumptions significantly impact stock-based compensation expense~~consolidation.

~~Options~~Use ~~awarded to purchase shares~~ of common stock issued to non-employees in exchange for services are accounted for as variable awards in accordance with the same principles as awards to employees. Such options are valued using the Black-Scholes option pricing model.Estimates

~~See~~Management ~~Note~~uses 8estimates ~~for~~and ~~the~~assumptions in preparing these consolidated financial statements. Those estimates and assumptions ~~used~~affect tothe ~~calculate~~reported amounts of assets and liabilities, the ~~fair~~disclosure ~~value~~of contingent assets and liabilities, and the reported revenues and expenses. Examples of estimates include loss contingencies; useful lives of our fixed assets and intangible assets; allowances for doubtful accounts; and stock-based ~~employee~~compensation forfeiture rates. Examples of assumptions include: the elements comprising a software arrangement, including the distinction between upgrades or enhancements and ~~non-employee~~new ~~compensation~~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.

~~Earnings~~F-7 ~~(Loss)~~Table ~~per~~of ~~Share~~Contents

~~Basic~~Accounts 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 shareReceivable, 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 year ended June 30, 2023. For the year ended June 30, 2022 warrants of 29,119,893, stock options vested as of the end of the period of 7,471,867 and Convertible Debt into 13,996,800 shares would have been included in the fully diluted weighted average calculation.Net

FAccounts Receivable from services are short-9term ~~Table~~nature of ~~Contents~~the Company’s receivables, where payment terms are typically 30 days. Receivables more than 90 days past due are considered delinquent. Delinquent receivables are evaluated and may be written off based on individual credit evaluation and specific circumstances of the customer.

~~Leases~~The Company’s allowance for credit losses considers historical experience, the age of certain receivable balances, credit history, current economic conditions and other factors that may affect the counterparty’s ability to pay. At each balance sheet date, all potentially uncollectable accounts are assessed individually for the purpose of determining the appropriate provision for doubtful accounts. Management has elected to use a credit risk-based, pool-level segmentation framework to calculate the expected loss rate. Management evaluates its experience with historical losses and then applies the historical loss ratio or its determination of risk pools may be adjusted for changes in customer, economic, market, or other circumstances. The Company may also establish an allowance for credit losses for specific receivables when it is probable that the receivable will not be collected, and the loss can be reasonably estimated. Amounts are written off against the allowance when they are considered to be collectible, and reversals of previously reserved amounts are recognized if a specifically reserved item is settled for an amount exceeding the previous estimate. Balances that are still outstanding after management has made reasonable collection efforts are written off through a charge to the valuation allowance and a credit to contract receivables. The Company’s allowance for doubtful accounts was $90,151 as of June 30, 2024 and $49,982 as of June 30, 2023. As of June 30, 2024 and 2023, the Company has not incurred any material credit losses.

~~Under~~ Intangible Topic 842, the Company determines if an arrangement is a lease at inception. ROU assets and lease liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement and leases with an initial term of 12 months or less are not included in lease liabilities or ROU asset. As most leases do not provide an implicit rate, a rate which approximates the Company’s incremental borrowing rate is used, based on the information available at commencement date, in determining the present value of lease payments. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Lease agreements may contain variable costs such as common area maintenance, insurance, real estate taxes or other costs. Variable lease costs are expensed as incurred. Lease agreements generally do not contain residual value guarantees or restrictive covenants. Over the lease term, the Company uses the effective interest rate method to account for the lease liability as lease payments are made and the ROU asset is amortized in a manner that results in straight-line expense recognition. Assets

Intangible assets represent software costs were capitalized at the time of acquisition and implementation and enhancement costs during the first 2 year and are depreciated on a straight-line basis over their estimated useful lives of five to seven years.

~~Income~~Intangible ~~Taxes~~Assets - Capitalized Product Development Costs

~~The~~Accounting ~~Company~~Standards ~~uses~~Codification ~~the asset and liability method of accounting for income taxes in accordance with~~ (“ASC”) Topic ~~740~~350, “~~Income~~Intangibles ~~Taxes.”~~- ~~Under~~Goodwill ~~this~~and ~~method,~~Other” ~~income~~includes ~~tax~~software ~~expense~~that is ~~recognized~~part ~~for the amount~~ of: ~~(i)~~a ~~taxes~~product ~~payable~~ or ~~refundable~~process ~~for~~to ~~the~~be ~~current~~sold ~~year~~to ~~and~~a ~~(ii)~~customer ~~deferred~~and ~~tax~~shall ~~consequences~~be ofaccounted ~~temporary~~for ~~differences~~under ~~resulting~~Subtopic ~~from~~985-20. ~~matters~~Our ~~that~~products ~~have~~contain ~~been~~embedded ~~recognized~~software ininternally andeveloped ~~entity’s~~by ~~financial~~FTI, ~~statements~~which oris ~~tax~~an ~~returns.~~integral ~~Deferred~~part ~~tax~~of ~~assets~~these ~~and~~products ~~liabilities~~because ~~are~~it ~~measured~~allows ~~using~~the ~~enacted~~various ~~tax~~components ~~rates~~of ~~expected~~the products to ~~apply~~communicate towith ~~taxable~~each ~~income~~other inand the ~~years~~products ~~in which those temporary differences~~ are ~~expected~~clearly unable to befunction ~~recovered~~without orthis ~~settled~~coding.

The ~~effect~~costs onof ~~deferred~~product ~~tax~~development ~~assets~~that ~~and~~are ~~liabilities~~capitalized ofonce atechnological ~~change~~feasibility inis ~~tax~~determined ~~rates~~(noted isas ~~recognized~~Technology in progress in the ~~results~~Intangible ofAssets ~~operations~~table, in ~~the~~Note ~~period~~2 ~~that~~to ~~includes~~Notes ~~the~~to ~~enactment~~Consolidated ~~date~~Financial Statements) include certifications, licenses, payroll, employee benefits, and other headcount-related expenses associated with product development. AWe ~~valuation~~determine ~~allowance~~that istechnological ~~provided~~feasibility tofor ~~reduce~~our ~~the~~products ~~deferred~~is ~~tax~~reached ~~assets~~after ~~reported~~all ifhigh-risk ~~based~~development onissues ~~the~~have ~~weight~~been ofresolved. Once the products are available ~~positive~~for ~~and~~general ~~negative~~release ~~evidence~~to our customers, itwe iscease ~~more~~capitalizing ~~likely~~the ~~than~~product ~~not~~development ~~some~~costs ~~portion~~and orany ~~all~~additional ofcosts, ~~the~~if ~~deferred~~any, ~~tax~~are ~~assets~~expensed. ~~will~~The ~~not~~capitalized beproduct ~~realized.~~development Ascosts ofare ~~June~~amortized ~~30,~~on ~~2023,~~a product-by-product basis using the ~~Company~~straight-line ~~had~~amortization. ~~approximately~~The ~~$18,000,000~~amortization ofbegins ~~net~~when ~~operating~~the ~~loss~~products ~~carry~~are ~~forward~~available ~~that~~for ~~was~~general ~~unrecognized~~release ~~tax~~to ~~benefits~~our customers.

~~ASC~~As ~~Topic~~of ~~740~~June ~~clarifies~~30, ~~the~~2024, ~~accounting~~and ~~for~~2023, ~~uncertainty~~capitalized inproduct ~~income~~development ~~taxes~~costs ~~recognized~~ in anprogress ~~enterprise’s~~were ~~financial statements~~ $0 and ~~prescribes~~$203,838, arespectively, ~~recognition threshold~~ and ~~measurement~~these ~~attribute~~amounts ~~for~~are ~~the~~included ~~financial~~in ~~statement~~intangible ~~recognition~~assets ~~and~~in ~~measurement~~our ofconsolidated abalance ~~tax~~sheets. ~~position~~For ~~taken~~the oryears ~~expected~~ended toJune be30, ~~taken~~2024 inand ~~a tax return. ASC Topic 740 provides guidance on de-recognition~~2023, ~~classification,~~we ~~interest~~incurred $123,359 and ~~penalties~~$1,631,376, ~~accounting~~respectively in ~~interim~~capitalized ~~periods,~~product ~~disclosure~~development costs, and ~~transition.~~all ~~There~~costs ~~are~~incurred nobefore ~~material~~technological ~~uncertain~~feasibility ~~tax~~is ~~positions~~reached atare ~~June~~expensed ~~30,~~and ~~2023,~~included ~~other~~in ~~than~~our asconsolidated ~~disclosed~~statements inof ~~Note~~comprehensive 6income (loss).

OnImpairment ~~December~~Assessment ~~22, 2017, the U.S. government enacted the Tax Act, which made significant changes to the Internal Revenue Code~~ of ~~1986,~~Long-Lived as amended, including, but not limited to, reducing the U.S. corporate statutory tax rate and the net operating loss incurred after December 31, 2017 can be carried forward indefinitely and the two year net operating loss carried back was eliminated (prohibited).Assets

FThe Company reviews identified intangible assets and long-10lived ~~Table~~assets to be held-and-used for impairment whenever events or changes in circumstances indicate that the carrying amount of ~~Contents~~the assets may not be recoverable. If the sum of the undiscounted expected future cash flows over the remaining useful life of a long-lived asset is less than its carrying amount, the asset is considered to be impaired. Impairment losses are measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risks associated with the recovery of the asset. As of June 30, 2024 and 2023, there were no impairments of long-lived assets.

~~Revenue~~F-8 ~~Recognition~~Table of Contents

~~The~~Convertible ~~Company~~Debt recognizes revenue in accordance with Accounting Standards Codification, or ASC, 606, the core principle of which is that an entity should recognize revenue to depict the transfer of services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and ~~(5) recognize revenue when or as the Company satisfies a performance obligation.~~Securities

The Company ~~accounts~~follows ~~for~~beneficial ~~revenues~~conversion ~~when~~feature ~~both~~guidance ~~parties~~in ASC 470-20, which applies to convertible stock as well as convertible debt. A beneficial conversion feature is defined as a nondetachable conversion feature that is in the ~~contract~~money ~~have~~at ~~approved~~the commitment date. The beneficial conversion feature guidance requires recognition of the ~~contract~~conversion option's in-the-money portion, the ~~rights~~intrinsic ~~and~~value ~~obligations~~of the option, in equity, with an offsetting reduction to the carrying amount of the ~~parties~~instrument. ~~are~~The ~~identified~~resulting discount is amortized as interest over the life of the instrument, ~~payment~~if ~~terms~~a ~~are~~stated ~~identified~~maturity date exists, ~~and~~or ~~collectability~~to ofthe ~~consideration~~earliest conversion date, if there is ~~probable~~no stated maturity date. ~~Payment~~If ~~terms~~the ~~vary~~earliest byconversion ~~client~~date ~~and~~is immediately upon issuance, the ~~services~~expense ~~offered~~must be recognized at inception. When there is a subsequent change to the conversion ratio based on a future occurrence, the new conversion price may trigger the recognition of an additional beneficial conversion feature on occurrence.

~~Costs~~Segment ~~of Revenue~~Reporting

~~Costs~~Accounting ofStandards ~~revenue~~Codification ~~primarily~~(“ASC”) ~~consists~~280, of“Segment ~~the~~Reporting,” ~~costs~~requires ~~associated~~public ~~with~~companies ~~the~~to ~~operation~~report offinancial ~~the~~and descriptive information about their reportable operating segments. The Company’s ~~platform,~~identifies ~~such~~its asoperating ~~third~~segments ~~party~~based ~~fees~~on ~~paid~~how ~~for~~our ~~texting~~chief ~~services,~~operating ~~server~~decision ~~and~~maker ~~hosting~~internally ~~charges,~~evaluates ~~technology~~separate ~~support~~financial ~~costs~~information, ~~amortization,~~business ~~maintenance~~activities ~~costs~~and management responsibilities. Accordingly, ~~staff~~the ~~costs~~company ~~and~~has ~~other~~one ~~expenses~~reportable ~~directly~~segment, ~~attributable~~consisting toof ~~the~~providing ~~online~~a ~~marketplace~~comprehensive ~~services~~marketing technology platform.

~~Fair~~Stock-Based ~~Value Measurements~~Compensation

The Company ~~adopted~~accounts ~~the~~for ~~provisions~~stock-based ofawards ~~ASC~~to ~~Topic~~employees ~~820,~~in ~~“Fair~~accordance ~~Value~~with ~~Measurements~~applicable ~~and~~accounting ~~Disclosures~~principles,” which ~~defines~~requires ~~fair~~compensation ~~value~~expense asrelated ~~used~~to inshare-based ~~numerous~~transactions, ~~accounting~~including ~~pronouncements~~employee stock options, ~~establishes~~to be measured and recognized in the financial statements based on a ~~framework~~determination ~~for~~of ~~measuring~~the fair value, ~~and~~of ~~expands~~the ~~disclosure~~stock ofoptions. The grant date fair value ~~measurements~~is determined using the Black-Scholes-Merton (“Black-Scholes”) pricing model. For all employee stock options, we recognize expense over the requisite service period on an accelerated basis over the employee’s requisite service period (generally the vesting period of the equity grant). The Company’s option pricing model requires the input of highly subjective assumptions, including the expected stock price volatility and expected term. Any changes in these highly subjective assumptions significantly impact stock-based compensation expense.

~~The~~Options ~~estimated~~awarded ~~fair~~to ~~value~~purchase shares of ~~certain~~common ~~financial~~stock ~~instruments,~~issued ~~including~~to ~~cash~~non-employees ~~and~~in ~~cash~~exchange ~~equivalents,~~for ~~and~~services ~~debt~~ are ~~carried~~accounted atfor ~~historical~~as ~~cost~~variable ~~basis,~~awards ~~which~~in ~~approximates~~accordance ~~their~~with ~~fair~~the ~~values~~same ~~because~~principles ofas awards to employees. Such options are valued using the ~~short~~Black-~~term~~Scholes ~~nature~~option ofpricing ~~these instruments~~model.

~~ASC~~Earnings ~~820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability~~ (~~an exit price~~Loss) inper the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:Share

~~Level~~Basic 1loss —per ~~quoted~~share ~~prices~~is incomputed ~~active~~by ~~markets~~dividing ~~for~~net ~~identical~~loss ~~assets~~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 ~~liabilities~~loss per share during the years ended June 30, 2024 and June 30, 2023.

~~Level~~F-9 2Table —of ~~quoted prices for similar assets and liabilities in active markets or inputs that are observable~~Contents

~~Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions)~~Leases

The Company ~~has~~accounts for leases in accordance with ASC 842, Leases (“ASC 842”). At the inception or modification of a ~~derivative~~contract, ~~liability~~the ~~valued~~Company determines whether a lease exists and classifies its leases as an operating or finance lease at ~~fair~~commencement. ~~value~~Right-of-use on("ROU") aassets ~~recurring~~represent ~~basis~~the Company’s right to use an underlying asset for the lease term and lease liabilities represent their obligation to make lease payments arising from the lease.

~~Preferred~~Leases ~~Stock~~with an initial expected term of 12 months or less are not recorded in the Company's balance sheets and ~~Derivative~~the ~~Liability~~related lease expense is recognized on a straight-line basis over the lease term. For certain classes of underlying assets, the Company has elected to not separate fixed lease components from the fixed non-lease components.

The Company ~~has~~did ~~determined~~not ~~that~~have ~~the~~any ~~Series~~long-term Aleases ~~Preferred~~that ~~Stock~~require ~~conversion~~lease ~~provisions meet the~~ accounting ~~requirements~~under ~~of FASB~~ ASC ~~815~~842, ~~which~~Leases ~~requires~~as ~~a bifurcation~~ of anJune ~~embedded~~30, ~~conversion~~2024 ~~feature~~ and ~~classification of the derivative as a liability on the balance sheet at the end of each reporting period~~2023. ~~The fair value of the derivative liability is estimated each period as a Level 3 – Significant Unobservable Inputs based upon the numbers of common shares stock at an estimated conversion price.~~

~~Recently~~Income ~~Issued~~Taxes ~~Accounting Pronouncements~~

InThe ~~June~~Company ~~2016,~~uses the ~~FASB~~asset ~~issued~~and ~~ASU~~liability ~~2016-13,~~method ~~Financial~~of ~~Instruments~~accounting ~~– Credit Losses (Topic 326), which introduces new guidance~~ for ~~the~~income ~~accounting~~taxes ~~for~~in ~~credit~~accordance ~~losses~~with onASC ~~instruments~~Topic ~~within~~740, ~~its~~“Income ~~scope~~Taxes.” ~~The~~Under ~~new~~this ~~guidance~~method, ~~introduces~~income antax ~~approach~~expense ~~based~~is onrecognized ~~expected~~for ~~losses~~the toamount ~~estimate credit losses on certain types~~ of: ~~financial~~(i) ~~instruments.~~taxes Itpayable ~~also~~or ~~modifies~~refundable for the ~~impairment~~current ~~model~~year ~~for~~and ~~available-for-sale~~ (~~AFS~~ii) ~~debt~~deferred ~~securities~~tax ~~and~~consequences ~~provides~~of ~~for~~temporary adifferences ~~simplified~~resulting ~~accounting~~from ~~model~~matters ~~for~~that ~~purchased~~have ~~financial~~been ~~assets~~recognized ~~with~~in ~~credit~~an ~~deterioration~~entity’s ~~since~~financial ~~their~~statements ~~origination.~~or ~~The~~tax ~~pronouncement~~returns. ~~will~~Deferred betax ~~effective~~assets ~~for~~and ~~public~~liabilities ~~business entities that~~ are ~~SEC~~measured ~~filers~~using inenacted ~~fiscal~~tax ~~years~~rates ~~beginning~~expected ~~after~~to ~~December~~apply ~~15,~~to ~~2023,~~taxable ~~including~~income ~~interim~~in ~~periods~~the ~~within those fiscal~~ years. ~~The~~in ~~effect~~which ofthose ~~the~~temporary ~~adoption~~differences ofare ~~this~~expected ~~pronouncement~~ to ~~the~~be ~~Company~~recovered ~~was~~or ~~immaterial~~settled.

~~F-11~~The ~~Table~~effect on deferred tax assets and liabilities of ~~Contents~~a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

InASC ~~August~~Topic ~~2020,~~740 clarifies the ~~FASB~~accounting ~~issued~~for ~~ASU~~uncertainty ~~2020-06,~~in ~~Debt-Debt~~income ~~with~~taxes ~~Conversion~~recognized ~~and other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts~~ in ~~Entity~~an enterprise’s ~~own~~financial ~~Equity~~statements ~~(Subtopic~~and ~~815-40).~~prescribes ~~ASU~~a ~~2020-06~~recognition ~~requires~~threshold ~~entities~~and tomeasurement ~~provide~~attribute ~~expanded~~for ~~disclosures about~~ the ~~terms~~financial ~~and~~statement ~~features~~recognition ~~of convertible instruments~~ and ~~reduces~~measurement ~~the number~~ of ~~accounting~~a ~~models~~tax ~~for~~position ~~convertible~~taken ~~instruments~~or ~~and~~expected ~~allows~~to ~~more~~be ~~contracts~~taken toin ~~qualify~~a ~~for~~tax ~~equity classification~~return. ~~The~~ASC ~~pronouncement~~Topic ~~will~~740 beprovides ~~effective~~guidance ~~for~~on ~~public~~de-recognition, ~~business~~classification, ~~entities~~interest ~~that~~and ~~are~~penalties, ~~SEC~~accounting ~~filers~~ in ~~fiscal~~interim ~~years beginning after December 15~~periods, ~~2023~~disclosure, ~~including~~and ~~interim~~transition. ~~periods~~There ~~within~~are ~~those~~no ~~fiscal~~material ~~years.~~uncertain ~~Early~~tax ~~adoption~~positions isat ~~permitted~~June ~~but~~30, no2024, ~~earlier~~other than ~~fiscal~~as ~~years~~disclosed ~~beginning~~in ~~December~~Note ~~15, 2020~~6.

NoOn ~~other~~December ~~recent~~22, ~~accounting~~2017, ~~pronouncements~~the ~~were~~U.S. ~~issued~~government byenacted ~~FASB~~the ~~and~~Tax Act, which made significant changes to the ~~SEC~~Internal ~~that~~Revenue ~~are~~Code ~~believed~~of by1986, ~~management~~as amended, including, but not limited to, ~~have~~reducing athe ~~material~~U.S. ~~impact~~corporate onstatutory tax rate and the ~~Company’s~~net ~~present~~operating orloss ~~future~~incurred ~~consolidated~~after ~~financial~~December ~~statements~~31, 2017 can be carried forward indefinitely and the two year net operating loss carried back was eliminated (prohibited).

~~Note~~F-10 3Table —of ~~Fixed Assets and Intangible Assets~~Contents

~~Fixed~~Revenue ~~Assets and intangible assets consist of the following:~~Recognition

	June 30,2023			June 30,2022
Software platform	$	4,482,225		$	4,482,225
Furniture and fixtures		1,500			1,500
Less accumulated amortization		(3,258,691	)		(2,534,246	)
Property and equipment, net	$	1,225,034		$	1,949,479

The Company recognizes revenue in accordance with Accounting Standards Codification, or ASC, 606, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation.

OnThe ~~November 6, 2018, the~~ Company ~~acquired~~recognizes arevenue 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~~each ~~shareholders.~~customer Atcontract ~~the~~to ~~time~~provide ofaccess 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, par value $0.001 per share 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~~technology orplatform ~~expensed as research and development costs. During the year ended June 30, 2020 additional Incentive Shares of 366,667~~ for a ~~value~~certain ofperiod ~~$262,500 was issued to shareholders~~ of ~~GTI~~time as(typically ~~final~~monthly) ~~settlement~~on ofdates ~~the~~determined ~~2018~~by ~~agreement. During~~ the ~~year~~customer ~~ended~~per ~~June~~order ~~30,~~requests ~~2023~~received ~~and~~by ~~June 30, 2022~~ the Company ~~capitalized $0, respectively of software enhancements~~.

~~GTI~~Deferred ~~provides~~Revenue ~~cannabis~~represents ~~consumers real-time mobile ordering and loyalty rewards through~~ an ~~internally~~obligation ~~developed~~to ~~application~~provide ~~that~~access ~~integrates with the local dispensary’s point of sale system. The Company plans~~ to ~~fully~~our ~~integrate this~~ technology ~~into the current~~ platform ~~and~~to ~~create~~a ancustomer ~~“Ultimate Bundle” of services~~ for ~~the~~consideration ~~cannabis~~we ~~industry.~~have ~~The~~already ~~current~~received ~~revenues~~from ~~of GTI are minimal, and~~ the ~~Company~~customer ~~expects~~but ~~higher~~not ~~sales~~yet inearned ~~the~~by ~~California market as~~ the ~~system is fully integrated~~Company.

Amortization expense, recorded as cost of revenue, related to internal use software totaled $724,445 during the year ended June 30, 2023 and for the same period ended 2022 amortization expenses was $724,445. Amortization expense for the next five years is as follows:

Deferred Revenue as of June 30, 2023	$	10,029
Revenue earned		11,460
Customer payments received		12,571
Deferred Revenue as of June 30, 2024	$	11,140

2024	$	724,445
2025		500,589
Total Unamortized Expense	$	1,225,034

Costs of Revenue

~~Note~~Costs 4of —revenue ~~Capital~~primarily ~~Stock~~consists of the costs associated with the operation of the Company’s platform, such as third party fees paid for texting services, server and ~~Equity~~hosting ~~Transactions~~charges, technology support costs, amortization, maintenance costs, staff costs and other expenses directly attributable to the online marketplace services.

~~The~~Fair ~~Company~~Value has 700,000,000 shares of common stock authorized with a par value of $0.001 per share as of June 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.Measurements

InThe ~~addition,~~Company adopted the ~~Company~~provisions ~~has~~of 10ASC Topic 820,~~000~~ “Fair Value Measurements and Disclosures,~~000~~” ~~preferred~~which ~~stock~~defines ~~authorized~~fair ~~with~~value as used in numerous accounting pronouncements, establishes a ~~par~~framework ~~value~~for ofmeasuring ~~$0.001~~fair ~~per~~value, ~~share~~and asexpands disclosure of ~~June~~fair ~~30,~~value ~~2023~~measurements.

~~Effective~~The ~~October~~estimated ~~13,~~fair ~~2021,~~value ~~the Company executed and filed with the State~~ of ~~Nevada~~certain afinancial ~~Certificate~~instruments, ofincluding ~~Designation~~cash ofand ~~Preferred~~cash ~~Stock of the Corporation fixing the designations~~equivalents, ~~power, preferences,~~ and ~~rights~~debt ofare ~~the~~carried ~~shares.~~at ~~The~~historical ~~total~~cost ~~of 324~~basis,~~325~~ ~~shares~~which ofapproximates ~~preferred~~their ~~stock~~fair ~~series~~values Abecause ~~with a par value~~ of ~~$0.001 per share, of~~ the ~~Corporation~~short-term ~~are~~nature 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~~these ~~A Preferred Stock~~instruments.

~~F-12~~ASC ~~Table~~820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of ~~Contents~~observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

OnLevel ~~July~~1 2,— ~~2019,~~quoted ~~the~~prices Company, entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (“Investors”), pursuant to which the Company agreed to issue and sell directly to the Investors in aactive ~~private~~markets ~~offering~~for ~~(the~~identical ~~“Offering”),~~assets ~~an aggregate of 7,211,538 shares of common stock, at $0.624 per Share~~ or a 20% discount to the closing price as of July 2, 2019, for gross proceeds of approximately $4,500,000 before deducting offering expenses. The Purchase Agreement contained customary representations and warranties. The Shares were offered by the Company pursuant to the exemption provided in Section 4(a)(2) under the Securities Act, and Rule 506(b) promulgated thereunder. The Company was obligated in accordance with the terms of a Registration Rights Agreement (the “Rights Agreement”) to register the Shares and the shares of common stock underlying the warrants described below, within 90 days from the date of the Purchase Agreement. All shares of common stock and shares of common stock underlying the warrants have been registered. liabilities

AsLevel ~~additional~~2 ~~consideration~~— ~~for~~quoted ~~the~~prices ~~purchase of the Shares, the Company agreed to issue to the Investors Series A Warrants, Series B Warrants, and Series C Warrants (collectively, the “Warrants”). The number of shares~~ for ~~the~~similar ~~Warrants~~assets and ~~exercise~~liabilities ~~price~~in ofactive ~~the~~markets Warrants is subject to adjustment; provided, however, on each of (i) the 3rd Trading Day following the effective date (the “Effective Date”) of the Registration Statement to be filed by the Company (the “Interim True-Up Date”), and (ii) the 6th Trading Day following the Effective Date (the “Final True-Up Date”), the Exercise Price shall be reduced, and only reduced, to equal the lower of (1) the then Exercise Price and (2) 100% of the lowest VWAP during the 2 Trading Days prior to the Interim True-Up Date or 5inputs Trading Days prior to the Final True-Up Date, as applicable, immediately following the Effective Date. The Series C Warrants, which are considered pre-funded, allow each Investor to purchase an amount of shares equal to the sum of (a) any shares purchased by the Investor pursuant to the Purchase Agreement that would have resulted in the beneficial ownership of greater than 4.99% of the outstanding common shares of the Company, (b) on the 3rd Trading Day following the Effective Date, if 80% of the lowest VWAP during the 2 Trading Days immediately prior to such date (“Primary Effective Date Price”) is less than $0.624, then a number of shares of Common Stock equal to such Investor’s Purchase Agreement purchase amount divided by the Primary Effective Date Price less any shares of Common Stock (i) issued at the Closing and (ii) issuable pursuant to clause (a) above, if any, and (c) on the 6th Trading Day following the Effective Date, if 80% of the lowest VWAP during the 5 Trading Days immediately prior to such date (“Secondary Effective Date Price”) is less than $0.624, then a number of shares of Common Stock equal to such Holder’s Subscription Amount at the Closing divided by the Secondary Effective Date Price less any shares of common stock (i) issued at the Closing, (ii) issuable pursuant to clause (a) above, if any, (ii) issuable pursuant to clause (b) above, if any. The Series C Warrants are ~~exercisable at a price of $0.001 per share.~~observable

InLevel ~~connection~~3 ~~with~~— ~~the~~inputs ~~Purchase~~that ~~Agreement,~~are ~~the~~unobservable ~~Company~~(for ~~engaged~~example ~~Dawson James as its exclusive selling/placement agent. In connection with the transactions set forth in the Purchase Agreement, Dawson James received a fee equal to 10% of the Offering in~~ cash ~~plus~~flow ~~warrants~~modeling toinputs ~~purchase~~based ~~360,577~~on ~~shares of Common Stock at an exercise price of $0.78 per share, expiring in five years.~~ assumptions)

The Company ~~issued~~has ~~30,299,998~~a ~~shares~~derivative ofliability ~~common~~valued ~~stock~~at ~~pursuant~~fair tovalue ~~the~~on Purchase Agreement, as well as the exercise of the Series C Warrants and fees paid in shares of common stock. The Company received approximately $4,038,000, net of the placement fees, legal and other expenses incurred for the placement of the Shares. The Investors received Series A Warrants to allow the Investors to purchase an aggregate of 28,072,364 shares of common stock, and Series B Warrants to allow the Investors to purchase an aggregate of 7,018,090 shares of common stock at a ~~purchase~~recurring ~~price of $0~~basis.~~1603 per common share. If the investors choose to exercise all Series A, the Company would receive proceeds of $4,500,000.~~

~~The 324,324 shares of Series A Convertible~~ Preferred Stock ~~are~~and ~~convertible~~Derivative ~~into 3,000,000 shares of common stock.~~ Liability

The ~~7,567~~Company ~~shares~~has ofdetermined ~~Series~~that Bthe ~~Convertible~~Series A Preferred Stock ~~are~~conversion ~~convertible~~provisions ~~into~~meet ~~1,120,064~~the ~~shares~~accounting requirements of FASB ASC 815 which requires a bifurcation of an embedded conversion feature and classification of the derivative as a liability on the balance sheet at the end of each reporting period. The fair value of the derivative liability is estimated each period as a Level 3 – Significant Unobservable Inputs based upon the numbers of common shares stock. at an estimated conversion price.

~~Issuance~~Accounting ofPronouncements ~~Common~~– ~~Stock~~Current Adoption

~~During~~In June 2016, the ~~year~~FASB ~~ended~~issued ~~June~~Accounting 30Standards Update (“ASU”), ~~2023~~Financial Instruments—Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which introduces new guidance for the ~~Company~~accounting ~~issued~~for ~~640,000~~credit losses on instruments within its scope. The new guidance introduces an approach based on expected losses to ~~members~~estimate credit losses on certain types of financial instruments. It also modifies the ~~board~~impairment ofmodel ~~directors~~for available-for-sale ~~services~~(AFS) ~~rendered.~~debt ~~These~~securities ~~shares~~and ~~were~~provides ~~valued~~for ata ~~fair~~simplified ~~market~~accounting ~~value~~model for purchased financial assets with credit deterioration since their origination. As of ~~$30~~January 1,~~420~~ ~~and~~2023, ~~expensed~~the inCompany adopted ASU 2016-13. AU 2016-13 replaces the ~~accompanying~~existing ~~Consolidated~~incurred ~~Statement~~loss impairment model with an expected loss methodology, which will result in more timely recognition of ~~Operations~~credit losses. The adoption of this standard did not result in any material adjustment to the Company’s financial statements.

~~During~~In August 2020, the ~~year~~FASB ~~ended~~issued ~~June~~ASU 302020-06, ~~2023~~(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 ~~Company~~terms ~~issued~~and ~~1,472,287~~features ~~shares~~of convertible instruments and reduces the number of ~~common~~accounting ~~stock~~models for convertible instruments and allows more contracts to ~~employees~~qualify for equity classification. ~~These~~The ~~shares~~pronouncement ~~were~~is ~~valued~~effective atfor ~~fair~~public ~~market~~business ~~value~~entities ofthat ~~$72,362~~are ~~and~~SEC ~~expensed~~filers in ~~the~~fiscal ~~accompanying~~years ~~Consolidated~~beginning ~~Statement~~after December 15, 2023, including interim periods within those fiscal years The adoption of ~~Operations~~this standard did not result in any material adjustment to the Company’s financial statements.

~~During~~Recently ~~the~~Issued ~~year~~Accounting ended June 30, 2022 the Company issued 927,517 to members of the board of directors for services rendered. These shares were valued at fair market value of $63,854 and expensed in the accompanying Consolidated Statement of Operations.Pronouncements

~~During~~No ~~the~~other ~~year~~recent ~~ended~~accounting ~~June~~pronouncements ~~30,~~were ~~2022 the Company~~ issued ~~1,705,282~~by toFASB ~~vendors~~and ~~for~~the ~~services~~SEC ~~rendered.~~that ~~These~~are ~~shares~~believed ~~were~~by ~~valued~~management atto ~~fair~~have ~~market~~a ~~value~~material ofimpact ~~$135,400~~on ~~and~~the ~~expensed~~Company’s inpresent ~~the~~or ~~accompanying~~future ~~Consolidated~~condensed ~~Statement~~financial ~~of Operations~~statements.

~~Note~~F-11 5Table —of ~~Debt~~Contents

~~During~~Note ~~February~~3 ~~2018,~~— ~~the~~Intangible 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 $246,904, accruing at 12% at June 30, 2023, and is payable upon demand.Assets

OnIntangible ~~September~~assets ~~21,~~consisted ~~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 June 30, 2023, the Convertible Note is payable upon demand and total unpaid principal and interest outstanding is approximately $355,834.following:

F-13 Table of Contents

	June 30, 2024			June 30, 2023

Software platform	$	4,482,225		$	4,482,225
Less accumulated amortization		(3,879,551	)		(3,257,191	)
Total intangible assets, net	$	602,674		$	1,225,034

OnAmortization ~~September 21~~expense, ~~2018,~~recorded ~~the~~as ~~Company~~cost ~~entered several promissory notes with various investors~~ of ~~the~~revenue, ~~Company~~related ~~with~~to ainternal ~~face~~use ~~value~~software oftotaled $~~440~~622,~~000~~358 ~~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~~724,445 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~~years ofended ~~$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~~ June 30, ~~2023,~~2024 ~~the total unpaid principal~~ and ~~interest is approximately $343~~2023,~~417~~ respectively.

~~During~~Amortization ~~the~~expenses ~~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”).~~future ~~The~~years ~~Notes~~are ~~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 June 30, 2023, the total unpaid principal and interest is approximately $350,221.follows:

During the year ended June 30, 2020, the Company entered into a promissory note with a related party (see Note 9) with a face value of $600,000 in exchange for a total of $565,000 cash payments. The total discount of the Note will be amortized over the life of the Note and recorded as interest expense which matured on December 1, 2020. In January 2021, the Company repaid $300,000 of the promissory note balance. The note is in default and due upon demand and the interest rate was increased to 12%. As of June 30, 2023, the total unpaid principal and interest is approximately $152,363.

Year ended June 30, 2024	Amount
2025	$	459,342
2026		143,332
Total Unamortized Expense	$	602,674

~~During the year ended June 30, 2020, the Company entered into a promissory note with a related party (see~~ Note 9)4 ~~with~~— aCapital ~~face~~Stock ~~value of $50,000. In January 2021, the Company repaid $25,000 of the promissory note balance. The note is in default~~ and ~~the~~Equity ~~interest rate increased to 12%. As of June 30, 2022, the total unpaid principal and interest is approximately $13,134.~~ Transactions

OnThe ~~April 30, 2020 the~~ Company ~~executed~~has ~~the~~700,000,000 ~~standard~~shares ~~loan~~of ~~documents~~common ~~required~~stock ~~for~~authorized ~~securing~~with a ~~loan~~par ~~(the~~value ~~“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~~$0.001 ~~The~~per ~~principal~~share ~~amount~~as of ~~the~~March ~~EIDL Loan is $500~~31,~~000,~~ ~~with~~2024. ~~proceeds~~On toAugust be13, ~~used~~2021 ~~for working capital purposes. Interest on~~ the ~~EIDL~~Company ~~Loan~~filed ~~accrues~~Articles ~~at the rate~~ of ~~3.75%~~Amendment ~~per~~to ~~annum~~Amended and ~~installment~~Restated ~~payments,~~Articles ~~including~~of ~~principal~~Incorporation ~~and~~with ~~interest, are due monthly beginning twelve months from~~ the ~~date~~State of ~~the~~Nevada ~~EIDL~~increasing ~~Loan in~~ the ~~amount~~number of ~~$2,437.~~common ~~The~~shares ~~balance of principal and interest is payable thirty years~~ from ~~the~~150,000,000 ~~date~~to ~~of the promissory note~~700,000,000.

~~F-14~~In ~~Table~~addition, the Company has 10,000,000 preferred stock authorized with a par value of ~~Contents~~$0.001 per share as of March 31, 2024. 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.

OnThe ~~March 30~~7,567 ~~2021,~~shares ~~the Company was granted a loan from American Express National Bank in the aggregate amount~~ of ~~$557,977,~~Series ~~pursuant~~B toConvertible ~~the~~Preferred ~~Paycheck~~Stock ~~Protection~~are ~~Program~~convertible ~~(“PPP)~~into ~~under Division A, Title I of the CARES Act, which was enacted March 27, 2020. The Loan which was in the form of a Note dated March 30, 2021, matures on March 30, 2023 and bears interest at a rate of~~ 1~~.00% per annum~~, ~~payable monthly commencing on March 30~~120,064 ~~2022.~~shares The Note may be prepaid by the Company at any time prior to maturity with no prepayment penalties. Funds from the Loan may only be used for payroll costs, costs used to continue group health care benefits, rent, utilities and interest on other debt obligations incurred before February 15, 2020. The Company intends to use the entire Loan amount for qualifying expenses. Under the terms of ~~the~~common ~~PPP, certain amounts of the Loan may be forgiven if they are used for qualifying expenses as described in the CARES Act~~stock. On September 30, 2021 the Company was notified by American Express National Bank that the United States Small Business Administration has approved our Loan Forgiveness Application and the loan has been closed. The Company realized other income from the forgiveness of the PPP loan in the Consolidated Statement of Operations for the year ended June 30, 2022.

~~The~~Issuance ~~Company recognized $205,814 and $205,814~~ of ~~interest~~Common ~~expense~~Stock for the years ended June 30, 2023 and 2022, respectively. As of June 30, 2023 and 2022, accrued interest on the above notes was $552,451 and $552,451, respectively. The weighted average interest rates as of June 30, 2023 and 2022 was 5.13% and 5.13%.

~~Notes~~During ~~payable~~the ~~and~~year ~~long-term~~ended ~~debt~~June ~~outstanding~~30, as2024, ofthe ~~June~~Company 30issued 562,500 ~~2023~~shares of Common Stock to employees. These shares were valued at the fair market value of $23,062 and ~~2022~~expensed ~~are~~in ~~summarized~~the ~~below:~~consolidated statements of operations.

	Maturity Date		June 30, 2023		June 30, 2022
12% $150,000 Note Payable, net of unamortized discount of $0 and $14,320, respectively	Due on Demand		$	150,000	$	150,000
10% $440,000 Convertible Note Payable, net of unamortized discount of $0 and $28,589, respectively	Due on Demand			109,000		440,000
10% $220,000 Convertible Note Payable, net of unamortized discount of $0 and $14,295, respectively	Due on Demand			220,000		220,000
7% $213,333 Convertible Note Payable, net of unamortized discount of $28,492 and $153,786, respectively	Due on Demand			214,802		244,802
8% $600,000 Related Party Note Payable, net of unamortized discount of $0 and $21,911 respectively	Due on Demand			100,000		300,000
8% $50,000 Related Party Note Payable	Due on Demand			7,817		25,000
5% Note Payable	Due on Demand	(1)		350,000		350,000
1% PPP #2 Note Payable	May 29, 2022			-		557,977
3.75% SBA EIDL Note Payable	April 30, 2050			478,067		500,000
Total notes payable				1,629,686		2,229,802
Less current portion of notes payable				1,151,619		1,729,802
Notes payable, less current portion			$	478,067	$	500,000

During the year ended June 30, 2024, the Company issued 80,000 shares of Common Stock to vendors for services rendered. These shares were valued at the fair market value of $3,040 and expensed in the consolidated statements of operations.

~~__________~~During the year ended June 30, 2023, the Company issued 640,000 to members of the board of directors for services rendered. These shares were valued at the fair market value of $30,420 and expensed in the consolidated statements of operations.

~~(1)~~During ~~The Company entered two promissory notes with an investor of~~ the ~~Company~~year inended ~~the~~June ~~amount~~30, ~~of $350~~2023,~~000.~~ ~~The investor had agreed to convert~~ the ~~loan~~Company ~~into~~issued ~~437~~1,~~500~~472,287 shares of common stock into ~~2018~~employees. ~~The~~These ~~Company has not issued these~~ shares towere ~~the~~valued ~~investor~~at ~~and booked~~ the ~~notes~~fair asmarket avalue ~~short-term~~of ~~loan.~~$72,362 ~~This~~and ~~loan~~expensed isin ~~considered~~the ~~payable~~consolidated ~~upon~~statements ~~demand~~of operations.

F-1512 Table of Contents

Note 65 — ~~Commitments~~Notes ~~and~~Payable ~~Contingencies~~to Related Parties

~~The~~Notes ~~Company~~payable ~~records tax contingencies when the exposure item becomes probable and reasonably estimable. As of June 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,~~parties ~~penalties~~consisted ~~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.~~ following:

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

	June 30, 2024			June 30, 2023
*March 2020* – Total loan of $600,000 with interest rate at 12% per annum due in December 2020, currently due upon demand.	$	100,000		$	100,000
*April 2020* – Total loan of $50,000 with interest rate at 12% per annum due in January 2021, currently due upon demand.		7,817			7,817
*March 2024* – Total loan of $65,000 with interest rate at 12% per annum due in May 2024.		30,000			-
Total notes payable to related parties		137,817			107,817
Less current portion of notes payable to related parties		(137,817	)		(107,817	)
Notes payable to related parties, less current portion	$	-		$	-

~~Note~~· 7March —2020 ~~Risks~~- $600,000 During the year ended June 30, 2020, the Company entered into a promissory note with a related party with a face value of $600,000 in exchange for a total of $565,000 cash payments with interest rate at 12% per annum due in December 2020. The total discount of the note was amortized over the life of the note and ~~Uncertainties~~recorded as an 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 note balance. The note is in default and due upon demand and the interest rate was increased to 12%. As of June 30, 2024 and 2023, the total unpaid and accrued interest was $13,437 and $5,437, respectively, and is recorded in accrued liabilities. · April 2020 - $50,000 During the year ended June 30, 2020, the Company entered into a promissory note with a related party with a face value of $50,000 with interest rate at 10% per annum due in December 2020. In January 2021, the Company repaid $25,000 and in July 2022 repaid $17,183 of the note balance. The note is in default and the interest rate increased to 12%. As of June 30, 2024 and 2023, the total unpaid and accrued interest was $2,240 and $1,615, respectively, and is recorded in accrued liabilities. · March 2024 - $65,000 During the quarter ended March 31, 2024, the Company entered into two promissory notes with related parties with a total value of $65,000 with interest rate at 12% per annum due in May 2024. During the year ended June 30, 2024, the Company paid $35,000. As of June 30, 2024, the total unpaid and accrued interest was $3,206 and is recorded in accrued liabilities.

~~The~~Total ~~Company~~interest ~~does~~expense ~~not~~on ~~have~~notes apayable ~~concentration~~to ofrelated ~~revenues~~parties ~~from~~was ~~any~~$20,480 ~~individual~~and ~~customer~~$50,543 ~~(less~~for ~~than~~the ~~10%)~~years ended June 30, 2024 and 2023, respectively.

~~The~~F-13 ~~Company~~Table ~~operates~~of ~~in a rapidly evolving and highly regulated industry and will only conduct business in legal cannabis states.~~Contents

~~The~~Note ~~Company~~6 ~~was~~— ~~affected~~Notes 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.Payable

~~Note~~Notes 8payable —consisted ~~Stock~~of ~~Based~~the ~~Compensation and Payments~~ following:

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

	June 30, 2024			June 30, 2023
*November and December 2017* – Total loan of $350,000 with no interest rate with maturity date of November and December 2018, currently the note is due upon demand.	$	150,000		$	150,000
*February 2018* – Total loan of $150,000 with interest rate at 12% per annum with maturity date of August 2018, currently the note is due upon demand.		279,000			350,000
Total notes payable		429,000			500,000
Less current portion of notes payable		(429,000	)		(500,000	)
Notes payable, less current portion	$	-		$	-

The average fair value of stock options granted was estimated to be $0.14 and $0.07 per share for the period ended June 30, 2023 and June 30, 2022. This estimate was made using the Black-Scholes option pricing model and the following weighted average assumptions:

	·	November and December 2017 - $350,000

		During the year ended June 30, 2018, the Company entered two promissory notes with an investor of the Company in the total amount of $350,000 with no interest rate due in November and December 2018. These notes are considered payable upon demand as of June 30, 2023 and 2024. During the year ended June 30, 2024 the Company paid $71,000 and intends to make monthly payments of $25,000 until the note is paid in full.

	·	February 2018 - $150,000

		During the year ended June 30, 2018, the Company issued a promissory note with an investor of the Company in the amount of $150,000 in exchange for $132,000 cash with an interest rate of 12% per annum. The loan maturity date was extended to August 8, 2019, the discount was fully amortized as of June 30, 2024 and 2023. As of June 30, 2024 and 2023, the total unpaid and accrued interest was $96,904 and $114,904, respectively, and is recorded in accrued liabilities.

	2023			2022
Expected option life (years)	2-4			2 - 4
Expected stock price volatility	227 to 254		%	227 to 254		%
Expected dividend yield		-			—
Risk-free interest rate	0.44 to 0.54		%	0.44 to 0.54		%

Total interest expense on notes payable was $18,000 and $26,751 for the years ended June 30, 2024 and 2023, respectively.

~~F-16~~Note ~~Table~~7 of— ~~Contents~~Notes Payable to Bank – EIDL Loan

ANotes ~~summary~~payable ofto ~~option~~bank ~~activity~~– ~~under~~EIDL ~~the~~loan ~~employee~~consisted ~~share option plan as~~ of ~~June 30, 2022 and changes during~~ the ~~year then ended is presented below.~~following:

	Shares			Weighted-Average ExercisePrice		Weighted-Average Remaining ContractualPrice		AggregateIntrinsicValue
	June 30, 2024			June 30, 2023
Options:
3.75% SBA EIDL Note Payable		448,823			478,067
Outstanding at July 1, 2022		15,832,062		$	0.06
Less current portion of notes payable to bank – EIDL loan		-			-
Granted		2,500,000		$	0.04
Notes payable to bank – EIDL loan, less current portion	$	448,823		$	478,067
Exercised, converted		(558,062	)	$	0.00
Forfeited / exchanged / modification		-		$	0.11
Outstanding at June 30, 2023		17,774,000		$	0.06		0.5	$	-
Exercisable at June 30, 2023		5,330,411		$	0.11		2.0
Number of options available for grant at end of period		426,870

ADuring ~~summary~~the year ended June 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 ~~status~~impact of the COVID-19 pandemic on the Company’s ~~nonvested~~business. ~~shares~~The asprincipal amount of ~~June~~the 30EIDL Loan is $500,000, ~~2023~~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 ~~changes~~interest, ~~during~~are due monthly beginning twelve months from the ~~year~~date ~~ended~~of ~~June~~the ~~30,~~EIDL ~~2023~~Loan in the amount of $2,437. The balance of principal and interest is ~~presented~~payable ~~below:~~thirty years from the date of the promissory note and included as long-term debt on the balance sheet.

Options	Shares			Weighted-Average Grant-DateFair Value
Nonvested at July 1, 2022		13,450,170		$	0.11
Granted		2,500,000		$	0.04
Vested		(15,287,562	)	$	0.07
Forfeited		-		$	0.07
Nonvested at June 30, 2023		662,608		$	0.11

Total interest expense on notes payable to bank was $17,927 and $17,879 for the years ended June 30, 2024 and 2023, respectively.

~~Stock~~F-~~based~~14 ~~compensation~~Table ~~expense attributable to stock options was approximately $360,104 for the year ended June 30, 2023. As~~ of June 30, 2023, there was approximately $328,200 of unrecognized compensation expense related to 13,450,170 nonvested stock options outstanding, and the weighted average vesting period for those options was 1.0 years.Contents

~~F-17~~Note ~~Table~~8 of— ~~Contents~~Convertible Notes Payable

~~Warrants~~Convertible notes payable consisted of the following:

At June 30, 202, 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:

	June 30, 2024			June 30, 2023
*September 2018* – Convertible note of $440,000 with interest rate at 10% per annum with maturity date of September 2019.		-			79,000
*September 2018* – Convertible note of $220,000 with interest rate at 10% per annum with maturity date of September 2019.		220,000			220,000
*March 2019* – Convertible note of $640,000 with interest rate at 7% per annum with maturity date of September 2020.		244,802			244,802
Total notes payable		464,802			543,802
Less current portion of notes payable		(464,802	)		(543,802	)
Notes payable, less current portion	$	-		$	-

Warrants		Remaining Number Outstanding		WeightedAverage Remaining Life (Years)		Weighted AverageExercise Price
	·	September 2018 - $440,000
Warrants - SEDA Financing			86,957		-	$	1.15
		On September 21, 2018, the Company entered into a convertible note with an investor of the Company with a face value of $440,000 in exchange for $400,000 cash payment with an interest rate of 10% per annum. The discount of this note was amortized over the life of the note. The key term of this convertible note is as follows:
Warrants - Issued with Convertible Notes			600,000		0.23	$	0.75
		o	Twelve-month term with no payment required for the initial six months; after six months, the Company is required to repay investor interest and principal in six equal installments.
Warrants - Securities Purchase Agreement			360,577		1.02	$	0.78
		o	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.
Warrants A - Securities Purchase Agreement			28,072,364		1.02	$	0.16
		o	If the Company defaults on this 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.
Total			29,119,898
		o	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 June 30, 2023, the Convertible Note is payable upon demand and total unpaid principal and interest outstanding is approximately $355,834.
Aggregate intrinsic value at June 30, 2023		$	0
		As of June 30, 2024 and 2023, the total unpaid and accrued interest was $0 and $0, respectively.
	·	September 2018 - $220,000
		During the year ended June 30, 2019, the Company entered a convertible note with an investor of the Company with a face value of $220,000 in exchange for $200,000 cash payment with an interest rate of 10% per annum. The discount of this note was amortized over the life of the note. The note is in default and payable upon demand. As of June 30, 2024 and 2023, the total unpaid and accrued interest was $149,829 and $123,417, respectively, and is recorded in accrued liabilities.
	·	March 2019 - $640,000
		During the year ended June 30, 2019, the Company entered into two promissory notes with an investor of the Company with a face value of $640,000 in exchange for a total of $600,000 cash payment. The discount of the Notes was amortized over the life of the Note and has an interest rate of 7%. The remaining principal is in default and payable upon demand and included as current debt on the balance sheet. As of June 30, 2024 and 2023, the total unpaid and accrued interest was $159,871 and $123,097, respectively, and is recorded in accrued liabilities.

~~Note~~Total 9interest —expense ~~Related~~on ~~Party~~convertible ~~Transactions~~notes payable was $63,186 and $57,341 for the years ended June 30, 2024 and 2023, respectively.

InF-15 ~~March~~Table ~~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%. Contents

InNote ~~March~~9 ~~2020,~~– ~~the~~Income 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%.Taxes

~~Note~~The 10Company —accounts ~~Leases~~for income taxes in accordance with ASC 740, Income Taxes (“ASC 740”), which requires the use of the asset and liability method. Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets are also recognized for net operating losses (NOLs) and tax credit carryforwards.

OnProvision ~~January 1, 2023 the Company extended its Denver Colorado headquarter lease~~ for 12Income 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.Taxes

~~Note~~The 11components —of ~~Subsequent~~the ~~Events~~provision for income taxes are as follows:

The Company has evaluated subsequent events through September 28, 2023 and has not identified any other items requiring additional disclosure.

	Years Ended
	June 30, 2024		June 30, 2023
Current
Federal		-		-
State		-		-
Total current	$	-	$	-
Deferred
Federal		-		-
State		-		-
Total deferred	$	-	$	-
Total	$	-	$	-

~~F-18~~Deferred Tax Assets and Liabilities

Significant components of the Company’s deferred tax assets and liabilities as of June 30, 2024, and June 30, 2023 are as follows:

	Period Ended
	June 30, 2024			June 30, 2023
Deferred tax assets:
Net operating loss carryforwards	$	10,728,983		$	10,728,983
Other temporary differences		2,306,450			2,306,450
Total deferred tax assets		13,035,433			13,035,433
Change in valuation allowance		(13,035,433	)		(13,035,433	)
Effective income tax rate	$	-		$	-

Valuation Allowance

The Company has established a full valuation allowance against its net deferred tax assets as of June 30, 2024, and June 30, 2023. The valuation allowance was recorded because it is more likely than not that the Company will not realize its deferred tax assets, primarily due to cumulative losses incurred in recent years.

Unrecognized Tax Benefits

The Company has no unrecognized tax benefits as of June 30, 2024, and June 30, 2023.

The Company files income tax returns in the U.S. federal jurisdiction and is subject to income tax examinations by federal tax authorities for tax years ended 2019 and later. The Company currently is not under examination by any tax authority. The Company’s policy is to record interest and penalties on uncertain tax positions as income tax expense.

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Table of Contents

Note 10 — Commitments and Contingencies

The Company records tax contingencies when the exposure item becomes probable and reasonably estimable. As of June 30, 2024, 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 11 — 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 legal cannabis states.

Note 12 — Stock Based Compensation and Payments

The average fair value of stock options granted was estimated to be $0.14 and $0.07 per share for the period ended June 30, 2024 and June 30, 2023. This estimate was made using the Black-Scholes option pricing model and the following weighted average assumptions:

	2024			2023

Expected option life (years)	2-4			2 - 4
Expected stock price volatility	227to254		%	227to254		%
Expected dividend yield		-			—
Risk-free interest rate	0.44to0.54		%	0.44to0.54		%

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Table of Contents

A summary of option activity under the employee share option plan as of June 30, 2024 and 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		15,832,062		$	0.06
Granted		2,500,000		$	0.04
Exercised, converted		(558,062	)	$	0.00
Forfeited / exchanged / modification		-			-
Outstanding at July 1, 2023		17,774,000		$	0.06
Granted		-		$	0.00
Exercised, converted		-		$	0.00
Forfeited / exchanged / modification		(13,624,000	)	$	0.11
Outstanding at June 30, 2024		4,150,000		$	0.08		0.5	$	-
Exercisable at June 30, 2024		4,150,000		$	0.08		0.5

Number of options available for grant at end of period		10,617,326

A summary of the status of the Company’s nonvested shares as of and for the years ended June 30, 2024 and 2023 is presented below

Options	Shares			Weighted-Average Grant-Date Fair Value
Nonvested at July 1, 2023		13,450,170		$	0.11
Granted		2,500,000		$	0.04
Vested		(15,287,562	)	$	0.07
Forfeited		-			-
Nonvested at July 1, 2023		662,608		$	0.11
Granted				$	-
Vested		(662,608	)	$	0.11
Forfeited		-		$	-
Nonvested at June 30, 2024		-		$	0.00

Stock-based compensation expense attributable to stock options was approximately $280,665 and $360,105 for the years ended June 30, 2024 and 2023, respectively.

As of June 30, 2024 and 2023, there was approximately $47,535 and $328,200, respectively, of unrecognized compensation expense related to 141,170 and 13,450,170, respectively, nonvested stock options outstanding, and the weighted average vesting period for those options was 1 years.

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Table of Contents

Warrants

At June 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 - SEDA Financing		86,957		-	$	1.15
Warrants - Issued with Convertible Notes		600,000		0.23	$	0.75
Warrants - Securities Purchase Agreement		360,577		1.02	$	0.78
Warrants A - Securities Purchase Agreement		28,072,364		1.02	$	0.16
Total		29,119,898
Aggregate intrinsic value at June 30, 2023	$	0

At June 30, 2024, 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 - Securities Purchase Agreement		360,577		0.02		0.78
Warrants A - Securities Purchase Agreement		28,072,364		0.02	$	0.17
Total		28,432,941
Aggregate intrinsic value at June 30, 2024	$	0

Note 13 — Related Party Transactions

The Company had the following related party transactions:

Notes payable to related parties:

	o	March 2020 - $600,000

		During the year ended June 30, 2020, the Company entered into a promissory note with the Chief Executive Officer with a face value of $600,000 in exchange for a total of $565,000 cash payments with interest rate at 12% per annum due in December 2020. The total discount of the note was amortized over the life of the note and recorded as an 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 note balance. The note is in default and due upon demand and the interest rate was increased to 12%. As of June 30, 2024 and 2023, the total unpaid and accrued interest was $13,437 and $5,437, respectively, and is recorded in accrued liabilities.

	o	April 2020 - $50,000

		During the year ended June 30, 2020, the Company entered into a promissory note with the Chief Technology officer for $50,000 with interest rate at 10% per annum due in December 2020. In January 2021, the Company repaid $25,000 and in July 2022 repaid $17,183 of the note balance. The note is in default and the interest rate increased to 12%. As of June 30, 2024 and 2023, the total unpaid and accrued interest was $2,240 and $1,615, respectively, and is recorded in accrued liabilities.

	o	March 2024 - $65,000

		During the quarter ended March 31, 2024, the Company entered into two promissory notes with the executives of the Company with a total value of $65,000 with interest rate at 12% per annum due in May 2024. During the year ended June 30, 2024, the Company paid $35,000. As of June 30, 2024, the total unpaid and accrued interest was $3,206 and is recorded in accrued liabilities.

Total interest expense on notes payable to related parties was $20,480 and $50,543 for the years ended June 30, 2024 and 2023, respectively.

Note 14 — Leases

On January 1, 2024 the Company extended its Denver, Colorado headquarter lease for 12 months through December 31, 2024. During the past fiscal year, a majority of the Company’s employees 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 $41,000.

Note 15 — Subsequent Events

The Company evaluated all events or transactions that occurred after June 30, 2024, through November 5, 2024. The Company determined that it does not have any subsequent event requiring recording or disclosure in the financial statements for the period ended June 30, 2024.

F-19

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