United States securities and exchange commission logo
May 18, 2021
Mark Breen
Chief Financial Officer
Leafbuyer Technologies, Inc.
6888 S. Clinton Street, Suite 300
Greenwood Village, Colorado 80112
Re: Leafbuyer
Technologies, Inc.
Form 10-K for the
Fiscal Year ended June 30, 2020
Filed September 25,
2020
File No. 000-55855
Response Letter
dated May 10, 2021
Dear Mr. Breen :
We have reviewed your May 10, 2021 response to our comment letter
and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
March 25, 2021 letter.
Form 10-K for the Fiscal Year Ended June 30, 2020
Controls and Procedures, page 19
1. We note that as of June
30, 2020, your disclosure controls and procedures and internal
control over financial
reporting were not effective, and that several material weaknesses
were identified.
However, in each of your subsequent interim reports, on three separate
occasions, you explain
that your Chief Executive Officer and Chief Financial
Officer evaluated the
effectiveness of the design and operation of your disclosure controls
and procedures and
determined that these were effective, although you did not report any
changes to your
internal control over financial reporting.
Mark Breen
FirstName LastNameMark Breen
Leafbuyer Technologies, Inc.
Comapany
May NameLeafbuyer Technologies, Inc.
18, 2021
May 18,
Page 2 2021 Page 2
FirstName LastName
Given the disclosures in your annual report, and considering the
concerns raised in our
prior comments, tell us how you were able to support the subsequent
conclusions reached
regarding the effectiveness of your disclosure controls and
procedures. Please describe
the particular steps that your officers have taken to comply with
paragraph (b) of Rule
13a-15 of Regulation 13A, in conducting the evaluations, and paragraph
(a) of Rule 13a-
14 of Regulation 13A, in providing the certifications.
Financial Statements
Note 4 - Capital Stock and Equity Transactions, page 41
2. We note that in response to prior comments 2, 3, 4, 5, 7 and 8, you
indicate that you plan
to amend the Series A Preferred Stock Certificate of Designation to
remove the variable
conversion feature and to alter the liquidation provisions, although
without addressing the
specific concerns raised in these comments.
We also note that in response to prior comment 1, you indicate that
various missing
exhibits will be filed or incorporated by reference, although you have
not provided or
identified the specific locations of the missing exhibits; and in
response to prior comment
6, you explain that you have not reported the actual number of issued
and outstanding
Series B preferred shares because these were required to be converted
into common shares
shortly after issuance, although you have not explained why this
provision would govern
reporting prior to conversion, nor have you addressed the other
reporting inconsistencies
observed or provided any draft revisions or incremental disclosures.
You will need to address the specific concerns raised in our prior
comments, with details
and rationale for your position or proposed course of action. For
example, you should
incrementally respond to the following points. We reissue prior
comments 1 through 8.
Address the specific accounting and disclosure requirements
identified in the
comments, based on the actual Certificates of Designation
governing your Series A
and Series B preferred stock during the periods covered by your
historical financial
reports, prior to any changes that you are contemplating.
If you believe that restatements of your prior financial
statements are unnecessary,
explain the basis for your position, how this relates to the
original intent of the parties
involved and the materiality of the errors, including
quantification and a description
of any qualitative factors that you have considered.
Submit a complete draft of the revised Certificate of
Designation, with all changes to
the conversion and liquidation provisions marked, and explain why
you believe these
would be appropriate and effective in addressing the accounting
requirements.
Submit complete draft amendments to your annual and interim
reports, marked with
all of the changes that you propose and believe will resolve the
concerns raised in our
prior comments, pertaining to your Series A and Series B
preferred stock.
Mark Breen
Leafbuyer Technologies, Inc.
May 18, 2021
Page 3
If you remove the variable conversion rights associated with
the Series A preferred
stock but retain the variable voting rights, we expect that you
would need to provide
disclosures pertaining to the computation of voting rights in
your periodic reports.
Address each of the discrepancies pertaining to your Series B
preferred stock
observed in prior comment 6.
Identify the specific filings having exhibits that you plan to
incorporate by reference
in response to prior comment 1 and provide any exhibits that are
required and which
were not previously filed along with your response.
You may contact Lily Dang at (202) 551-3867 if you have questions
regarding comments
on the financial statements and related matters. Please contact Karl Hiller -
Branch Chief at
(202) 551-3686 with any other questions.
FirstName LastNameMark Breen Sincerely,
Comapany NameLeafbuyer Technologies, Inc.
Division of
Corporation Finance
May 18, 2021 Page 3 Office of
Energy & Transportation
FirstName LastName