As filed with the Securities and Exchange Commission on ~~November 24, 2015~~ July 11, 2018

Registration No. ~~333-206745 ================================================================================~~ 333-224891

UNITED STATES SECURITIES AND EXCHANGE COMMISSION ~~Washington,~~

WASHINGTON D.C. 20549

FORM ~~S-1 AMENDMENT #3~~ S-1/A

(Amendment No.2)

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933 ~~AP EVENT~~

LEAFBUYER TECHNOLOGIES, INC. ~~(Exact~~

(Exact name of ~~registrant~~Registrant as specified in its charter)


Nevada		3829		38-3944821 ~~4724 (State~~
(State or ~~Other~~other Jurisdiction ~~(IRS Employer (Primary Standard Industrial~~ of Incorporation or Organization) ~~Identification Number)~~		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

Husovo namesti 7, Okres Praha - Zapad, Czech Republic 25301 Tel. 702-970-3370 Email: apeventinc@yandex.com (Address

Kurt Rossner, Chief Executive Officer

6888 S. Clinton Street, Suite 300

Greenwood Village, Colorado 80108

(720) 235-0099

(Address, including zip code, and telephone number including area code, of Registrant’s principal executive offices) Incorp Services, Inc. 2360 Corporate Circle, Ste. 400 Henderson, Nevada 89074-7722 Tel. (702) 866-2500 Fax. (702) 866-2689 (Name,

Kurt Rossner, Chief Executive Officer

6888 S. Clinton Street, Suite 300

Greenwood Village, Colorado 80108

(720) 235-0099

(Name, address, including zip code, and telephone number, including area code, of agent for service) ~~COPIES TO: Joseph L. Pittera Law Offices of Joseph L. Pittera 1308 Sartori~~

with copies to:

Peter Campitiello, Esq.

Kane Kessler, P.C.

666 Third Avenue, ~~Suite 109 Torrance, California 90501 Tel (310) 328-3588, Fax (310) 328-3063 Approximate date of commencement of proposed sale~~23rd Floor

New York, New York 10017

(212) 541-6222

(212) 245-3009 (fax)

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:

From time to ~~the public: As soon as practicable~~time after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, ~~please~~as amended (the “Securities Act”) check the following box: ~~[X]~~ ☒

If this ~~form~~Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same ~~offering: [ ]~~ offering. ☐

If this ~~form~~Form is a post-effective ~~registration statement~~amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same ~~offering: [ ]~~ offering. ☐

If this ~~form~~Form is a post-effective ~~registration statement~~amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same ~~offering: [ ]~~ offering. ☐

Indicate by check mark whether the ~~registrant~~Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a ~~smaller~~small reporting company. See ~~the~~ definitions of ~~"large~~“large accelerated filer,~~" "accelerated filer"~~” “accelerated filer,” and ~~"smaller~~“smaller reporting ~~company"~~company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☒
(Do not check if a 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 to Section 7(a)(2)(B) of the Securities Act. (check one): Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] (Do not check if a smaller reporting company) ☐

CALCULATION OF REGISTRATION FEE ================================================================================ Title of Each Proposed Proposed Class of Maximum Maximum Securities Offering Aggregate Amount of to be Amount to be Price Per Offering Registration Registered Registered Share Price Fee -------------------------------------------------------------------------------- Common Stock 5,000,000 $0.02 $100,000 $11.62 ================================================================================ (1) In the event of a stock split, stock dividend or similar transaction involving our common stock, the number of shares registered shall automatically be increased to cover the additional shares of common stock issuable

Title of each class of securities to be registered		Amount to be registered				Proposed Maximum Offering Price per Share								Proposed Maximum Aggregate Offering Price				Amount of Registration Fee
Common Stock, $.001 par value			4,317,841	(1)		$	1.45	(2)		$	1.45			$	6,217,691.04				774.10

(1)

Represents Common Shares offered by the Selling Stockholder. Includes an indeterminable number of additional Shares, pursuant to Rule 416 under the Securities Act, that may be issued to prevent dilution from stock splits, stock dividends or similar transaction that could affect the Common Stock to be offered by Selling Stockholder.

(2)

Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended, using the average of the high and low prices as reported on the OTCQB marketplace on May 9, 2018.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this Registration Statement shall become effective on such date as the Securities & Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus (“Prospectus”) is not complete and may be changed. The Selling Stockholder may not sell these securities until the Registration Statement filed with the United States Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS, SUBJECT TO COMPLETION, DATED JULY 11, 2018

LEAFBUYER TECHNOLOGIES, INC.

4,317,841 Shares of Common Stock

This Prospectus relates to the public offering from time to time of up to 4,317,841 shares of the common stock par value $0.001 per share (the “Common Stock”) of LeafBuyer Technologies, Inc., a Nevada corporation (“Leafbuyer,” the “Company,” “We,” “Our,” or “Us”) by YA II PN Ltd. (“YA”), and YA Global II SPV, LLC, or any of their pledgees, assignees or successors-in-interest (each a “Selling Stockholder”). The Securities and Exchange Commission (“SEC”) may take the view that, under certain circumstances, any broker-dealers or agents that participate with the Selling Stockholder in the distribution of the Common Shares may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as ~~amended. (2) Estimated solely for~~amended (the “Securities Act”). Commissions, discounts or concessions received by any such broker-dealer or agent may be deemed to be underwriting commissions under the ~~purpose of calculating~~Securities Act. The Selling Stockholder has informed us that it is an “underwriter” within the ~~registration fee pursuant to Rule 457(a)~~meaning of the Securities Act. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY DETERMINE. ================================================================================ PROSPECTUS THE INFORMATION IN THIS PROSPECTUS MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. THERE IS NO MINIMUM PURCHASE REQUIREMENT FOR THE OFFERING TO PROCEED. AP EVENT INC. 5,000,000 SHARES OF COMMON STOCK $0.02 PER SHARE ThisThe Selling Stockholder may sell Common Shares from time to time in the principal market on which the Registrant’s Common Stock is quoted and traded at the ~~initial offering~~prevailing market price or in negotiated transactions. We will not receive any of common stock of AP Event Inc. and no public market currently exists for the securities being offered. We are registering for sale a total of 5,000,000 shares of common stock at a fixed price of $0.02 per share to the general public in best efforts offering. We estimate our total offering registration costs to be approximately $8,000. There is no minimum number of shares that must be sold by us for the offering to proceed, and we will retain the proceeds from the sale of those Common Shares being sold by the Selling Stockholder. We will pay the expenses of registering these Common Shares.

The Selling Stockholder is offering 869,565 shares of Common Stock (the “Purchase Shares”), which it acquired from the Company on April 19, 2018 for the purchase price of One Million Dollars ($1,000,000). The Selling Stockholder is also offering shares of our Common Stock pursuant to a “put right” under a Standby Equity Distribution Agreement, (the “Agreement”) also referred to as an equity line of credit that the Company has entered into with YA. The Agreement permits us to “put” up to $5,000,000 of shares of Common Stock to YA. Pursuant to registration rights granted to YA, we are obligated to register the shares acquired by YA. The Selling Shareholder is also offering 100,000 shares of common stock that were issued by the Company YA Global II SPV, LLC, to an affiliate YA, as a commitment fee under the Agreement. The Company is not selling any shares of Common Stock in that resale offering. We, therefore, will not receive any proceeds from the sale of the ~~offered shares.~~ Shares by the Selling Stockholder. We will, however, receive proceeds from the sale of securities pursuant to our exercise of the put right and we did receive proceeds from the sale of the Purchase Shares.

The Common Stock is quoted on the over-the-counter market on the OTCQB and trades under the symbol “LBUY”. The last reported sale price of the Common Stock on the OTCQB on May 10, 2018 was $1.38 per share.

The Selling Stockholder is offering these Common Shares. The Selling Stockholder may sell all or a portion of these Common Shares from time to time in market transactions through any market on which the Common Stock is ~~being conducted~~then traded, in negotiated transactions or otherwise, and at prices and on terms that will be determined by the then prevailing market price or at negotiated prices directly or through a ~~self-underwritten, best efforts basis, which means our President, August Petrov,~~broker or brokers, who may act as agent or as principal or by a combination of such methods of sale. The Selling Stockholder will ~~attempt to sell~~receive all proceeds from such sales of the ~~shares. We are making this offering without~~Common Shares. For additional information on the ~~involvement~~methods of ~~underwriters or broker-dealers. This Prospectus will permit our President to sell the shares directly~~sale, you should refer to the ~~public, with no commission or other remuneration payable to him for~~section entitled “Plan of Distribution.”

Ignoring any ~~shares he may sell. Mr. Petrov will sell all the shares registered herein. In offering the securities on our behalf, he will rely~~caps on the ~~safe harbor from broker-dealer registration set out in Rule 3a4-1 under~~number of Common Shares that the ~~Securities~~Selling Stockholder may own at any time and ~~Exchange Act~~based on the $1.468 closing market price for the Common Stock on, May 8, 2018 and adding the 969,565 shares of ~~1934. The shares will be offered at a fixed price of $0.02 per share for a period of one hundred and eighty (180) days from~~Common Stock beneficially owned by YA prior to the ~~effective~~ date of this ~~prospectus. The offering shall terminate on~~Prospectus, the ~~earlier~~Selling Stockholder may sell 4,317,841 Common Shares under this Prospectus. We will file a new registration statement to cover the resale of ~~(i) when the offering period ends (180 days from the effective date of this prospectus), (ii) the date when the sale of all 5,000,000~~any additional shares ~~is completed, (iii) when the Board of Directors decides that it is~~ in the ~~best interest~~event that the number of ~~the Company~~shares actually sold to ~~terminate the offering prior the completion of the sale of all 5,000,000 shares registered~~YA under the ~~Registration Statement~~SEDA exceeds 4,317,841 shares.

Investing in these securities involves significant risks. See “Risk Factors” beginning on page 4.

We may amend or supplement this Prospectus from time to time by filing amendments or supplements as required. You should read the entire Prospectus and any amendments or supplements carefully before you make your investment decision.

Neither the SEC nor any state securities commission has approved or disapproved of ~~which~~these securities or determined if this Prospectus is ~~part. AP Event Inc.~~truthful or complete. Any representation to the contrary is a ~~development stage company and has recently started its operations. To date we have been involved primarily in organizational activities. Any investment in~~criminal offense.

The purchase of the ~~shares~~securities offered ~~herein~~through this prospectus involves a high degree of risk. You should invest in our common stock only ~~purchase shares~~ if you can afford to lose your entire investment. You should carefully read and consider the section of this prospectus titled "Risk Factors" beginning on page 4 before buying any shares of our common stock.

The information in this prospectus is not complete and may be changed. The selling shareholder may not sell or offer these securities until the registration statement of which this prospectus forms a part filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The date of this Prospectus is July 11, 2018.

TABLE OF CONTENTS

About This Prospectus	1
Prospectus Summary	1
Risk Factors	4
Special Note Regarding Forward-Looking Statements	9
Use Of Proceeds	9
Selling Stockholder	10
Plan of Distribution	11
Description Of Securities To Be Registered	12
Description Of Preferred Stock And Warrants	13
Legal Matters	13
Experts	13
Description of Business	13
Description of Property	15
Legal Proceedings	15
Market for Common Shares and Related Stockholder Matters	15
Financial Statements	15
Management's Discussion and Analysis of Financial Condition and Results of Operations	15
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	24
Quantitative and Qualitative Disclosures about Market Risk	24
Directors and Executive Officers	25
Executive Compensation	27
Security Ownership of Certain Beneficial Owners and Management	28
Certain Relationships and Related Transactions and Director Independence	28
Disclosure of Commission Position on Indemnification for Securities Act Liabilities	29
Where You Can Find More Information	29
Financial Statements	F-1

Table of Contents

ABOUT THIS PROSPECTUS

You should rely only on the information contained in this Prospectus or that we have referred you to via this Prospectus. We have not authorized any dealer, salesperson or other person to provide you with information concerning us except for the information contained in this Prospectus. The information contained in this Prospectus is complete and accurate only as of the date on the front cover page of this Prospectus regardless of when the time of delivery of this Prospectus or the sale of any Common Stock occurs. Neither the delivery of this Prospectus nor any sale made in connection with this Prospectus shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this Prospectus or that the information contained herein this Prospectus by reference thereto is correct as of any time after its date.

The Selling Stockholders may not sell the securities until the registration statement filed with the Securities and Exchange Commission (“Registration Statement”) is effective or pursuant to an exemption from registration, including pursuant to Rule 144 as described below. This Prospectus is not an offer to sell nor is it a solicitation of an offer to buy Common Stock in any jurisdiction in which such offer or sale is not permitted.

PROSPECTUS SUMMARY

The following summary highlights selected information contained in this Prospectus and in the documents incorporated by reference into this Prospectus. This summary does not contain all the information you should consider before investing in the Common Stock. Before making an investment decision, you should carefully read the entire Prospectus and the documents incorporated by reference into this Prospectus, including the “RISK FACTORS” section, the financial statements and the notes to the financial statements. As used throughout this Registration Statement and Prospectus, the term “Registrant” refers to LeafBuyer Technologies, Inc. and the terms “Company”, “we,” “us,” or “our” refer to LeafBuyer Technologies, Inc. and its consolidated subsidiaries unless the context otherwise requires.

General

LB Media Group, LLC introduced Leafbuyer.com in 2013 as a consumer portal that would allow cannabis consumers to find the best deals and information from their favorite local dispensary. The platform also allowed cannabis businesses to attract new customers by posting more information and better cannabis deals. As the market has matured and our clients have become more sophisticated, their needs have expanded. The Company is now focused on developing multiple technology solutions to help our customers achieve their objectives. Resources are being put into broadening the platform in several key features. The fully-developed Leafbuyer platform will host many tools for our clients to attract, retain and grow customers. We plan to expand the platform into a full-service solution that can be monetized while also providing a solution for our customers.

Growth State by State

Our primary customers have been legal cannabis dispensaries and companies who create cannabis-related products. As more states legalize cannabis, we hope the consumer and potential customer base will expand. We believe that the transformation in California from a purely medical legal state to a recreational state will create great opportunities for our company. We intend to duplicate the model that has worked for us in Colorado in each market as it develops.

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. We believe that we can replicate our success in Colorado in the past four years of operations in other States that adopt legal cannabis use. However, there can be no assurance that we will be able to do so.

Other companies who deal with cannabis directly have significant legal and capital barriers impeding their growth into another state. However, since we are an ancillary company, most of the current regulations and strict cannabis laws do not pertain to our operations. Because of the overall growth in the market and low legal barriers, we believe that growth opportunities are very significant for the foreseeable future.

As of the date of this filing, 30 states and the District of Columbia currently have laws broadly legalizing marijuana in some form. Despite the fact that some states have legalized medical and recreational cannabis use, cannabis use is still in conflict with the federal Controlled Substances Act, which classifies marijuana as a Schedule I drug, claiming it has a high potential for abuse and has no acceptable medical use. This makes cannabis use and possession illegal on a federal level. On August 29, 2013, the U.S. Department of Justice issued a memorandum providing that where states and local governments enact laws authorizing cannabis-related use, and implement strong and effective regulatory and enforcement systems, the federal government will rely upon states and local enforcement agencies to address cannabis activity through the enforcement of their own state and local narcotics laws. The memorandum further stated that the U.S Justice Department’s limited investigative and prosecutorial resources will be focused on eight priorities to prevent unintended consequences of the state laws, including distribution of cannabis to minors, preventing the distribution of cannabis from states where it is legal to states where it is not, to prevent money laundering, violence and drugged driving.

Table of Contents

2018 and beyond

On November 8, 2016, voters in California, Nevada, Maine and Massachusetts voted to regulate the production and sale of cannabis for recreational purposes while Florida, North Dakota, Arkansas and Montana voters authorized its medical use. According to ArcView Market Research, these initiatives will cause the regulated cannabis industry to expand from roughly $6 billion in 2016 to more than $23 billion once these initiatives take effect.

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 grow operations and 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 be on the platform.

Corporate History

The Company was formed as AP Event, Inc., a Nevada corporation on October 16, 2014. The Registrant 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, August Petrov, the principal shareholder, President, Chief Executive Officer and Chief Financial Officer of AP Event, Inc. (the “Registrant” or the “Company”) consummated the sale of 5,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) owned by Mr. Petrov to LB Media Group, LLC a Colorado limited liability Company (“LB Media”). The sale of the Shares, which represented approximately eighty percent (80%) of the outstanding common stock of the Company, represented a change in control of the Company. In connection with the sale, Mr. Petrov resigned as officer and director of the Company and forgave and discharged any indebtedness of any kind owed to him by the Company.

On March 23, 2017, the Registrant consummated an Agreement and Plan of Merger (the “Merger Agreement”) with LB Media, the principal stockholder of the Registrant, and LB Acquisition Corp., a Colorado corporation a wholly-owned subsidiary of the Registrant (“Acquisition”) whereby Acquisition was merged with and into LB Media (the “Merger”) in consideration for: cash in the amount of Six Hundred Thousand Dollars ($600,000); 2,351,355 newly-issued, pre-split shares of the Company’s Common Stock (the “Merger Shares”); and 324,327 pre-split shares of the Company’s Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Shares,” and collectively with the Merger Shares, the “Merger Consideration”). The Series A Shares initially convert at the rate of one vote per share (the “Series A Conversion Rate”) and provides that the Series A Conversion Rate shall be adjusted based upon the number of shares outstanding such that the holders of the Series A Shares would not hold less than, fifty-five percent (55%) of the number of outstanding shares of Common Stock on a fully-diluted basis. Pursuant to the terms of the Merger Agreement, LB Media agreed to retire 5,000,000 shares of Common Stock of the Company held immediately prior to the Merger.

Simultaneously with the Merger, the Registrant accepted subscriptions in a private placement offering (the “Offering”) of its Common Stock at a purchase prices of $0.12 and $0.15 per share, offered pursuant to Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) for the aggregate offering amount of $600,000. The Company also accepted a subscription from a single investor in the amount of Two Hundred Fifty Thousand Dollars ($250,000) for 27,027 shares of the Registrant’s Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Shares”) also in accordance with Rule 506 of Regulation D of the Securities Act. The Series B Shares convert, following six months after issuance, into shares of Common Stock at the post-Split rate of sixteen (16) votes per share. The Series B Shares cannot be converted by the investor if such conversion would result in the investor owning more than 4.99% of the outstanding 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 Offering, the members of LB Media will beneficially own approximately fifty-five (55%) of the issued and outstanding Common Stock of the Registrant. The parties have taken the actions necessary to provide that the Merger is treated as a “tax free exchange” under Section 368 of the Internal Revenue Code of 1986, as amended.

Table of Contents

On March 24, 2017, the Registrant amended its Articles of Incorporation (the “Amendment”) to (i) change its name to LeafBuyer Technologies, Inc., (ii) to increase the number of its authorized shares of capital stock from 75,000,000 to 160,000,000 shares of which 150,000,000 shares were designated common stock, par value $0.001 per share (the “Common Stock”) and 10,000,000 shares were designated “blank check” preferred stock, par value $0.001 per share (the “Preferred Stock”) and (iii) to effect a forward split such that 9.25 shares of Common Stock were issued for every 1 share of Common Stock issued and outstanding immediately prior to the Amendment (the “Split”).

The Offering

On April 19, 2018, the Company and YA entered into a Standby Equity Distribution Agreement (the “Agreement”). Pursuant to the Agreement, the Company sold and YA purchased 869,565 shares of common stock for the purchase price of $1,000,000 (the “Purchase Shares”). In addition, pursuant to the Agreement, the Company issued 100,000 restricted Common Stock to an affiliate of YA as a commitment fee due under the Agreement. Unless earlier terminated in accordance with its terms, the SEDA shall terminate automatically on the earlier of (i) the first day of the month next following the 24-month anniversary of the “Registration Effective Date” (as hereinafter defined), or (ii) the date on which YA shall have made payment of Advances pursuant to the SEDA in the aggregate amount of $5,000,000. If the Company elects to terminate the SEDA within 18 months, unless it has draw down in excess of $1,000,000 in Puts under the Agreement, it would be required to pay termination fee of $100,000.

Pursuant to the terms of the SEDA, the Company may in its sole discretion, and upon giving written notice to YA (an “Advance Notice”), periodically sell Common Stock to YA (“Shares”) at a per Share price (“Purchase Price”) equal to ninety-two percent (92%) of the lowest daily volume weighted average price (the “VWAP”) per share of Common Stock as quoted by Bloomberg, L.P. during the five (5) prior consecutive “Trading Days” (as such term is defined in the SEDA) immediately subsequent to the date of the relevant Advance Notice (the “Pricing Period”).

The Company is not obligated to sell any Shares to YA but may, over the term of the SEDA and in its sole discretion, sell to YA that number of Shares valued at the Purchase Price from time to time in effect that equals up to five million dollars ($5,000,000) in the aggregate. YA is obligated under the SEDA to purchase such Shares from the Company subject to certain conditions including: (i) the Company filing a registration statement with the SEC to register the resale by YA of the Shares sold to YA under the SEDA (“Registration Statement”), (ii) the SEC declaring such Registration Statement effective (the date of such declaration by the SEC being the “Registration Effective Date”), (iii) the Company certifying to YA at the time of each Advance Notice that the Company has performed all covenants and agreements to be performed and has complied with all obligations and conditions contained in the SEDA, (iv) periodic sales of Shares to YA must be separated by a time period of at least five Trading Days, and (v) the dollar value of any individual periodic sale of Shares designated by the Company in any Advance Notice may not exceed One Million Dollars ($1,000,000).

About This Offering

This Prospectus relates to a total of up to 4,317,841 Common Stock which may be offered by the YA (the “Resale Shares”). An affiliate of the YA owns 100,000 of these Resale Shares as of the date hereof.

Number of Shares Outstanding After This Offering

As of July 11, 2018, we had approximately 41,175,228 Common Stock issued and outstanding. Assuming the Company is able to sell all 4,317,841 shares of Common Stock under the SEDA to YA, then the number of shares of Common Stock outstanding after this offering is expected to be 45,493,069.

Table of Contents

Summary of Offering

Common Stock Being Offered By Selling Shareholder	869,565 shares of Common Stock previously issued to YA PN II Ltd., 100,000 shares of Common Stock previously issued to YA Global II SPV, LLC, plus an additional 3,448,276 shares issuable to YA pursuant to a Standby Equity Distribution Agreement with us dated April 19, 2018, (the “Agreement” or the “SEDA”)

Terms of the Offering	The Selling Shareholder will determine when and how it will sell the Common Stock offered in this prospectus.

Termination of the Offering	The offering will conclude upon the earliest of (i) such time as all of the Common Stock has been sold pursuant to the registration statement, (ii) two years or (iii) such time as all of the Common Stock become eligible for resale without volume limitations pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), or any other rule of similar effect.

Use of Proceeds	We are not selling any shares of Common Stock in this offering and, as a result, will not receive any proceeds from this offering.

Trading Symbol	“LBUY.QB”

Risk Factors	The Common Stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors” beginning on page 4.

RISK FACTORS

An investment in our Common Stock is subject to risks. The material risks and uncertainties that management believes affect us are described below. Before making an investment decision, you should carefully consider the risks and uncertainties described below together with all of the other information included in this Prospectus including information in the section of this document entitled “Information Regarding Forward Looking Statements”. This Prospectus is qualified in its entirety by these risk factors.

If one or more, or a combination of any of the following risks actually materialize into a negative event or circumstance, our business, financial condition and/or our results of operations could be materially and adversely affected. If this were to happen, the value of our Common Stock could decline significantly and you could lose all or part of your investment.

Risk Factors Related to Our Company and Our Business

We have minimal financial resources. Our independent registered ~~public accountant has issued~~auditors’ report includes an ~~audit opinion which includes a statement expressing~~explanatory paragraph stating that there is substantial doubt ~~as to~~about our ability to continue as a going concern. ~~There has been no market for our securities and a public market may never develop, or, if any market does develop, it may not be sustained. Our common stock~~

Leafbuyer Technologies, Inc. is ~~not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file~~ an application with the Financial Industry Regulatory Authority ("FINRA") for our common stock to be eligible for trading on the Over-the-Counter Bulletin Board. To be eligible for quotation, issuers must remain current in their quarterly and annual filings with the SEC. If we are not able to pay the expenses associated with our reporting obligations we will not be able to apply for quotation on the OTC Bulletin Board. We do not yet have a market maker who has agreed to file such application. There can be no assurance that our common stock will ever be quoted on a stock exchange or a quotation service or that any market for our stock will develop. We are an "emerging growth company" as defined in the Jumpstart Our Business Startups Act ("JOBS Act"). THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY READ AND CONSIDER THE SECTION OF THIS PROSPECTUS ENTITLED "RISK FACTORS" ON PAGES 5 THROUGH 12 BEFORE BUYING ANY SHARES OF AP EVENT INC.'S COMMON STOCK. NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. SUBJECT TO COMPLETION, DATED __________, 2015 TABLE OF CONTENTS PROSPECTUS SUMMARY 3 RISK FACTORS 5 FORWARD-LOOKING STATEMENTS 12 USE OF PROCEEDS 12 DETERMINATION OF OFFERING PRICE 13 DILUTION 13 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS 14 DESCRIPTION OF BUSINESS 19 LEGAL PROCEEDINGS 22 DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS 22 EXECUTIVE COMPENSATION 24 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 25 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 25 PLAN OF DISTRIBUTION 26 DESCRIPTION OF SECURITIES 28 INDEMNIFICATION 28 INTERESTS OF NAMED EXPERTS AND COUNSEL 29 EXPERTS 29 LEGAL MATTERS 29 AVAILABLE INFORMATION 29 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 29 INDEX TO THE FINANCIAL STATEMENTS 30 WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE ANY INFORMATION OR REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU SHOULD NOT RELY ON ANY UNAUTHORIZED INFORMATION. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR BUY ANY SHARES IN ANY STATE OR OTHER JURISDICTION IN WHICH IT IS UNLAWFUL. THE INFORMATION IN THIS PROSPECTUS IS CURRENT AS OF THE DATE ON THE COVER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. 2 PROSPECTUS SUMMARY AS USED IN THIS PROSPECTUS, UNLESS THE CONTEXT OTHERWISE REQUIRES, "WE," "US," "OUR," AND "AP EVENT INC." REFERS TO AP EVENT INC. THE FOLLOWING SUMMARY DOES NOT CONTAIN ALL OF THE INFORMATION THAT MAY BE IMPORTANT TO YOU. YOU SHOULD READ THE ENTIRE PROSPECTUS BEFORE MAKING AN INVESTMENT DECISION TO PURCHASE OUR COMMON STOCK. AP EVENT INC. AP Event Inc. was incorporated in Nevada on October 16, 2014. We are developmentearly stage company and ~~intend to commence operations in the business~~has minimal financial resources. We had a cash balance of ~~travel agency.~~$164,680 as of June 30, 2017. We plant to establish a tour agency intending to provide individual and group leisure tours to large music festivals, or to concerts of particular popular music bands, both combined with excursions around local areas. Our primary services are going to be as follows: delivering a touristic service to broad public, aimed mostly at young people due to it's being specific. Services and products provided by our company may include custom packages according to clients' specifications and travel consultation. We intend to use the net proceeds from this offering to develop our business operations (See "Description of Business" and "Use of Proceeds"). To implement our plan of operations we require a minimum of $42,000 for the next twelve months as described in our Plan of Operations. There is no assurance that we will generate significant revenue in the first 12 months after completion our offering or ever generate significant revenue. Being a development stage company, we have very limited operating history. If we do not generate sufficient revenue we may need a minimum of $10,000 of additional funding to pay for ongoing SEC filing requirements. We do not currently have any arrangements for additional financing. Our principal executive offices are located at Husovo namesti 7, Okres Praha - Zapad, Czech Republic 25301. Our phone number is 702-970-3370. From inception (October 16, 2014) until the date of this filing, we have had ~~limited operating activities. Our financial statements from inception (October 16, 2014) through September 30, 2015, reports $3,000 of revenue and~~ an accumulated deficit of ~~2,616. As of October 23, 2015 we have cash reserves of approximately $3,321. The current rate~~$958,535 at which we use funds in our operations is approximately $833 a month. The minimum period of time we will be able to conduct planned operations using currently-available capital resources is approximately four months.June 30, 2017. Our independent registered ~~public accounting firm has issued~~auditors included an ~~audit~~explanatory paragraph in their opinion on our financial statements as of and for ~~AP Event Inc., which includes a statement expressing~~the six months ended June 30, 2017 that states that Company losses from operations raise substantial doubt ~~as to our~~about its ability to continue as a going concern. To date, we have established our Company, developed our business plan, developed business-model of our travel agency and have been looking for the potential clients. On August 19, 2015 we have signed the Service Agreement with Dnihlujis A Partneri. As a result of this agreement, we have received $3,000 of revenue. On October 22, 2015 we have signed the second Service Agreement with "Myzedtorg, SRO". As of the date of this prospectus, there is no public trading market for our common stock and no assurance that a trading market for our securities will ever develop. Proceeds from this offering are required for us to proceed with your business plan over the next twelve months. We require minimum funding of approximately $42,000 to conduct our proposed operations and pay all expenses for a minimum period of one year including expenses associated with this offering and maintaining a reporting status with the SEC. If we are unable to obtain minimum funding of approximately $42,000, our business may ~~fail. Since we are presently~~seek additional financing. The financing sought may be in the ~~development stage~~form of ~~our business, we~~equity or debt financing from various sources as yet unidentified. No assurances can ~~provide no assurance~~be given that we will ~~successfully sell any products~~generate sufficient revenue or ~~services related~~obtain the necessary financing to ~~our planned activities. 3~~ THE OFFERING The Issuer: AP Event Inc. Securities Being Offered: 5,000,000 shares of common stock. Price Per Share: $0.02 Duration of the Offering: The sharescontinue as a going concern.

Leafbuyer is and will continue to be offered for a period of one hundred and eighty (180) days from the effective date of this prospectus. The offering shall terminatecompletely dependent on the ~~earlier~~services of (i) when the offering period ends (180 days from the effective date of this prospectus), (ii) the date when the sale of all 5,000,000 shares is completed, (iii) when the Board of Directors decides that it is in the best interest of the Company to terminate the offering prior the completion of the sale of all 5,000,000 shares registered under the Registration Statement of which this Prospectus is part. Gross Proceeds: If 50% of the shares sold - $50,000 If 75% of the shares sold - $75,000 If 100% of the shares sold - $100,000 Securities Issued and Outstanding: There are 5,000,000 shares of common stock issued and outstanding as of the date of this prospectus, held by our ~~sole~~president, chief executive officer and ~~director, August Petrov. If we are successful at selling all~~chief financial officer, the shares in this offering, we will have 10,000,000 shares issued and outstanding. Subscriptions: All subscriptions once accepted by us are irrevocable. Registration Costs: We estimateloss of whose services may cause our total offering registration costs to be approximately $8,000. Risk Factors: See "Risk Factors" and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock. There is no assurance that we will raise the full $100,000 as anticipated and there is no guarantee that we will receive any proceeds from the offering. 4 SUMMARY FINANCIAL INFORMATION The tables and information below are derived from our unaudited financial statements for the period from October 16, 2014 (Inception) to September 30, 2015: FINANCIAL SUMMARY September 30, 2015 ($) June 30, 2015 ($) ---------------------- ----------------- (Unaudited) (Audited) Cash 3,321 4,510 Total Assets 6,001 4,510 Total Liabilities 3,617 4,117 Total Stockholder's Equity 2,384 393 STATEMENT OF OPERATIONS Accumulated From October 16, 2014 (Inception) to September 30, 2015 ($) ---------------------- (Unaudited) Revenue 3,000 Total Expenses 5,616 Net Loss for the Period (2,616) RISK FACTORS AN INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW AND THE OTHER INFORMATION IN THIS PROSPECTUS BEFORE INVESTING IN OUR COMMON STOCK. IF ANY OF THE FOLLOWING RISKS OCCUR, OUR BUSINESS, OPERATING RESULTS AND FINANCIAL CONDITION COULD BE SERIOUSLY HARMED. THE TRADING PRICE OF OUR COMMON STOCK, WHEN AND IF WE TRADE AT A LATER DATE, COULD DECLINE DUE TO ANY OF THESE RISKS, AND YOU MAY LOSE ALL OR PART OF YOUR INVESTMENT. RISKS RELATED TO OUR BUSINESS BECAUSE OUR AUDITORS HAVE RAISED A GOING CONCERN, THERE IS A SUBSTANTIAL UNCERTAINTY THAT WE WILL CONTINUE OPERATIONS IN WHICH CASE YOU COULD LOSE YOUR INVESTMENT. Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business ~~for the next twelve months. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue in business. As such we may have~~operations to cease, ~~operations~~ and you could lose your investment. WE MAY CONTINUE TO LOSE MONEY, AND IF WE DO NOT ACHIEVE PROFITABILITY, WE MAY NOT BE ABLE TO CONTINUE OUR BUSINESS. We are company with limited operations, have incurred expenses and have losses. In addition, we expect to continue to incur significant operating expenses. As a result, we will need to ~~generate significant revenues~~engage and retain qualified employees and consultants to ~~achieve profitability, which may not occur. We expect~~further implement our ~~operating expenses~~strategy.

Leafbuyer’s operations and business strategy are completely dependent upon the knowledge and business connections of Messrs. Rossner and Breen our executive officers. They are under no contractual obligation to ~~increase as a result~~remain employed by us. If any 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 ~~planned expansion.~~operations will likely fail. Even if we ~~do achieve profitability,~~are able to find additional personnel, it is uncertain whether we ~~may be unable to sustain or increase profitability on a quarterly or annual basis~~could find someone who could develop our business along the lines described in this Form 10-K. We will likely fail without the future. We expect to have quarter-to-quarter fluctuations in revenues, expenses, losses and cash flow, some of which could be significant. Results of operations will 5 ~~depend upon numerous factors, some beyond our control, including regulatory actions, market acceptance~~services of our products and services, new products and service introductions, and competition. WE ARE SOLELY DEPENDENT UPON THE FUNDS TO BE RAISED IN THIS OFFERING TO START OUR BUSINESS, THE PROCEEDS OF WHICH MAY BE INSUFFICIENT TO ACHIEVE SUFFICIENT REVENUES AND PROFITABLE OPERATIONS. WE MAY NEED TO OBTAIN ADDITIONAL FINANCING WHICH MAY NOT BE AVAILABLE. Our current operating funds are less than necessary to complete our intended operations. We need the proceeds from this offering to start our operations as described in the "Planofficers or an appropriate replacement(s).

Table of ~~Operation" section of this prospectus. As of September 30, 2015, we had cash in the amount of $3,321 and liabilities of $3,617. As of this date,~~Contents

Because we have ~~no income and just~~only recently ~~started~~commenced business operations, we face a high risk of business failure.

The Company was formed in April 2013. All of our ~~operation. The proceeds of this offering may not be sufficient for us~~efforts to ~~achieve profitable operations. We need additional funds~~date have related to achieve a sustainable sales level where ongoing operations can be funded out of revenues. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us. We require minimum funding of approximately $42,000 to conduct our proposed operations for a period of one year. If we are not able to raise this amount, or if we experience a shortage of funds prior to funding we may utilize funds from August Petrov, our sole officer and director, who has informally agreed to advance funds to allow us to pay for professional fees, including fees payable in connection with the filing of this registration statement and operation expenses. However, Mr. Petrov has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. After one year we may need additional financing. If we do not generate sufficient revenue we may need a minimum of $10,000 of additional funding to pay for ongoing SEC filing requirements. We do not currently have any arrangements for additional financing. If we are successful in raising the funds from this offering, we plan to commence activities to continue our operations. We cannot provide investors with any assurance that we will be able to raise sufficient funds to continuedeveloping our business plan ~~according to our plan~~and beginning business activities. Through June 30, 2017, we had limited operating revenues. We face a high risk of operations. WE ARE A DEVELOPMENT STAGE COMPANY AND HAVE COMMENCED LIMITED OPERATIONS IN OUR BUSINESS. WE EXPECT TO INCUR SIGNIFICANT OPERATING LOSSES FOR THE FORESEEABLE FUTURE. We were incorporated on October 16, 2014 and to date have been involved primarily in organizational activities. We have commenced limited business operations. Accordingly, we have no way to evaluate the likelihood that our business will be successful. Potential investors should be aware of the difficulties normally encountered by new companies and the high rate of failure of such enterprises.failure. The likelihood of the success of the Company must be considered in light of the ~~problems,~~ expenses, ~~difficulties,~~ complications and delays frequently encountered in connection with the operations that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to the ability to generate sufficient cash flow to operate our business,establishment and additional costs and expenses that may exceed current estimates. We anticipate that we will incur increased operating expenses without realizing substantial revenues. We expect to incur significant losses into the foreseeable future. We recognize that if the effectivenessexpansion of our business plan is not forthcoming, we will not be able to continue business operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate any substantial revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail. WE HAVE LIMITED SALES AND MARKETING EXPERIENCE, WHICH INCREASES THE RISK THAT OUR BUSINESS WILL FAIL. 6 We have no experience in the marketing of travel agencies specifically providing individual and group tours to music festivals, and have only nominal sales and marketing experience. Our future success will depend, among other factors, upon whether our services can be sold at a profitable pricenew businesses and the ~~extent to~~competitive environment in which ~~consumers acquire, adopt, and continue to use them.~~the Company will operate. There can be no assurance that ~~our travel agency~~future revenues will ~~gain wide acceptance in its targeted markets~~occur or be significant enough or that we will be able to sell its 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 the Company’s website and the successful implementation of its planned growth strategy.

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

The Company's future success depends largely on its ability to attract, hire, train and retain highly qualified technical personnel to provide the Company's services. Competition for such personnel is intense. There can be no assurance that the Company will be successful in attracting and retaining the technical personnel it requires to conduct and expand its operations successfully and to differentiate itself from its competition. The Company's results of operations and growth prospects could be materially adversely affected if the Company were 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 the Company will operate are characterized by intense competition from several types of solution and technical service providers. The Company expects 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 the Company's current and potential competitors have significantly greater financial, technical, marketing and other resources than the Company. 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 the Company. There can be no assurance that the Company will be able to compete successfully. In addition, the Company will be faced with numerous competitors, both strategic and financial, in attempting to obtain competitive products. Many actual and potential competitors we believe are part of much larger companies with substantially greater financial, marketing and other resources than the Company, and there can be no assurance that the Company will be able to compete effectively ~~market~~against any of its future competitors.

To fully develop our ~~services. WE ARE IN A COMPETITIVE MARKET WHICH COULD IMPACT OUR ABILITY TO GAIN MARKET SHARE WHICH COULD HARM OUR FINANCIAL PERFORMANCE.~~ business plan we will need additional financing.

We will have 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.

Since the possession and use of cannabis is illegal under the Federal Controlled Substances Act, we may be deemed to be aiding and abetting illegal activities through the services and data that we provide. If it is determined we are aiding and abetting illegal activities, we may be subject to enforcement actions by federal and/or state law enforcement authorities, which would materially and adversely affect our business.

The Federal Controlled Substances Act makes the possession, use, cultivation, and transfer of cannabis is illegal. Our business provides services and information to cannabis consumers from our customers that are engaged in the business of ~~niche~~possession, use, cultivation, and/or sale of ~~travel agency~~cannabis. As a result, should they elect to do so, law enforcement authorities could seek to bring an action or actions against the Company, including, but not limited, to a claim of aiding and abetting another’s criminal activities. The Federal aiding and abetting statute provides that anyone who “commits an offense against the United States or aids, abets, counsels, commands, induces or procures its commission, is ~~very competitive. Barriers~~punishable as a principal.” 18 U.S.C. §2(a). As a result of such an action, we may be forced to ~~entry~~cease operations and our investors could lose their entire investment. Such an action would have a material negative effect on our business and operations.

Upon a change in policy our clients may discontinue the use of our services, our potential source of customers may be reduced and our revenues may decline or cease entirely. Further, additional government disruption in the cannabis industry could cause potential customers and users to be reluctant to use and advertise our products, which would be detrimental to the Company.

We are ~~relatively low,~~subject to the regulation of state laws relating to cannabis.

As of the date of this filing, 30 states and ~~we face competitive pressures from companies anxious to join this niche.~~the District of Columbia currently have laws broadly legalizing marijuana for medical or adult recreational use. However, cannabis use is still in conflict with the federal Controlled Substances Act, which classifies marijuana as a Schedule I drug, claiming it has a high potential for abuse and has no acceptable medical use which makes cannabis use and possession illegal on a federal level. There are a number of ~~successful travel agencies operated by proven companies~~unknown factors which could slow or halt the legalization of cannabis in one or more states including public perception or federal regulation. These or other factors could slow or halt use of cannabis, which would negatively impact our business.

Cannabis is a controlled substance under Federal law.

Despite the development of a regulated cannabis industry under the laws of certain states, these state laws regulating medical and adult cannabis use are in conflict with the Federal Controlled Substances Act, which classifies cannabis as a Schedule I controlled substance and makes cannabis use and possession illegal on a national level. The United States Supreme Court has ruled that ~~offer similar niche services,~~the Federal government has the right to regulate and criminalize cannabis, even for medical purposes, and thus Federal law criminalizing the use of cannabis preempts state laws that regulate its use. On January 4, 2018, Attorney General Jeff Sessions issued a memo to U.S. Attorneys providing guidance regarding the use of capital punishment in drug-related prosecution announcing a return to the rule of law and the rescission of previous guidance documents. This memo rescinds the previous policy of non-interference with marijuana-friendly state laws. The heightened prosecution and dedication of resources to regulate marijuana possession, distribution and cultivation in certain states where marijuana use is regulated which may ~~prevent~~cause states to reconsider their regulation of marijuana which would have a detrimental effect on the marijuana industry. Such change in state laws based upon the memo could cause a significant decrease in sales and financial damage to us from gaining enough market share to become successful. These competitors have existing customers that may form a large part of our targeted client base, and such clients may be hesitant to switch over from already established competitors to our service. Moreover the travelers are able to plan and book their own trips without using a travel agency as well. Some travelers prefer to plan and organize trips on their own. If we cannot gain enough market share, our business and our ~~financial performance will be adversely affected. SOME OF OUR COMPETITORS MAY BE ABLE TO USE THEIR FINANCIAL STRENGTH TO DOMINATE THE MARKET, WHICH MAY AFFECT OUR ABILITY TO GENERATE REVENUES. Some~~stockholders.

Table of ~~our competitors~~Contents

We may ~~be much larger companies than us and very well capitalized. They could choose~~not have full access to use their greater resources to finance their continued participation and penetration of this market, which may impede our ability to generate sufficient revenue to cover our costs. Their better financial resources could allow them to significantly out spend us on research and development, as well as marketing and production. We might notor be able to maintain our ability to compete in this circumstance. WE CANNOT GUARANTEE FUTURE CUSTOMERS. EVEN IF WE OBTAIN CUSTOMERS, THERE IS NO ASSURANCE THAT WE WILL BE ABLE TO GENERATE A PROFIT. IF THAT OCCURS WE WILL HAVE TO CEASE OPERATIONS. We have not identified any customers and we cannot guarantee that we will be able to attract future customers. Even if we obtain new customersfully utilize the SEDA.

Because the market for our service, there is no guarantee that we will make a profit. If we are unable to attract enough customers to operate profitably, we will have to suspend or cease operations. BECAUSE WE ARE SMALL AND DO NOT HAVE MUCH CAPITAL, OUR MARKETING CAMPAIGN MAY NOT BE ENOUGH TO ATTRACT SUFFICIENT NUMBER OF CUSTOMERS TO OPERATE PROFITABLY. IF WE DO NOT MAKE A PROFIT, WE WILL SUSPEND OR CEASE OPERATIONS. Due to the fact we are smallCommon Stock has historically exhibited low liquidity levels and ~~do not have much capital, we must limit our marketing activities~~has been limited, sporadic and ~~may not be able to make our services known to potential customers. Because we will be limiting our marketing activities,~~often volatile, we may not be able to attract enough customers to operate profitably. If we cannot operate profitably, we may have to suspend or cease operations. BECAUSE OUR SOLE OFFICER AND DIRECTOR WILL OWN MORE THAN 50% OF OUR OUTSTANDING COMMON STOCK, HE WILL MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO MINORITY SHAREHOLDERS. 7 ~~Mr. Petrov, our sole officer and director, will own more than 50%~~take full advantage of the ~~outstanding~~SEDA. If the market for our Common Stock is exhibiting low liquidity levels at the time we give YA an Advance Notice (a “Put”) and if YA sells the Common Stock into the public market during the five Trading Day Pricing Period subsequent to our Put, it is likely that the price of our Common Stock will decline. Any such price decline will immediately increase the number of Common Shares we would otherwise be required to deliver to YA subsequent to the Pricing Period in satisfaction of such Put. If this pattern continued to happen with subsequent Puts by us, it is likely that we would issue and sell to YA the maximum 3,488,276 shares available under the SEDA well before reaching the aggregate sales price of $5,000,000 available under the SEDA.

There are substantial risks associated with the SEDA, which could contribute to the decline of our share price and have a dilutive impact on our existing shareholders.

The sale of our Common Stock to YA pursuant to the SEDA will have a dilutive impact on our shareholders. YA may resell some, if not all, of the shares we issue to it under the SEDA and such sales could cause the market price of our Common Stock to decline. We believe YA intends to promptly re-sell the Common Shares that we sell to it under the SEDA. Such re-sales could cause the market price of our Common Shares to decline significantly. Any subsequent sales by us to YA under the SEDA may, to the extent of any such decline, require us to issue a greater number of Common Shares to YA in exchange for each dollar of such subsequent sale.

Under these circumstances, our existing shareholders would experience a greater dilution. Although YA is precluded from short sales, the sale of our Common Stock under the SEDA could encourage short sales by third parties anticipating the issuance of additional shares of Common Stock, which could contribute to the further decline of our ~~common~~share price.

The closing market price of our Common Stock on May 10, 2018 was $1.38. Assuming this is the price per share used as a basis for the calculations for all drawdowns under the SEDA, the price per share for sales to YA would be $1.27 (net of a discount of 8% to which YA is entitled under the SEDA), and we would be able to sell 3,448,276 shares of Common Stock to YA, and receive gross proceeds of $4,379,310, in total. Such amount of shares would comprise approximately 8.37% of our issued and outstanding Common Stock, which would result in additional dilution of our shareholders.

Risk Factors Related to Our Common Stock

Risks Related to Our Securities

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

Our current Board of Directors and executive officers, hold approximately 62.7% of the voting power of the Company’s outstanding voting capital stock. ~~Accordingly, he will~~These parties have ~~significant~~a controlling influence in determining the outcome of ~~all~~any corporate ~~transactions~~transaction or other matters submitted to our stockholders for approval, including ~~the election of directors,~~ mergers, consolidations and the sale of all or substantially all of our assets, election of directors, and ~~also~~other significant corporate actions. As such, these shareholders have the power to prevent or cause a change in ~~control. Mr. Petrov~~control; therefore, without the aforementioned consent we could be prevented from entering into transactions that could be beneficial to us. The interests of our executive officers may ~~be able~~give rise to ~~influence~~a conflict of interest with the ~~authorization~~Company and the Company’s shareholders.

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

Our common stock is quoted on the OTC Markets platform under the symbol “LBUY.” The ~~issuance~~liquidity of our common stock may ~~have the effect of diluting the value of the shares held~~be very limited and affected by our ~~investors,~~limited trading market. The OTC Markets quotation platform is an inter-dealer market much less regulated than the major exchanges, and ~~might have an adverse effect on any~~is subject to abuses, volatilities and shorting. There is currently no broadly followed and established trading market for our common stock. ~~The interests~~An established trading market may never develop or be maintained. Active trading markets generally result in lower price volatility and more efficient execution of ~~Mr. Petrov may differ from~~buy and sell orders. Absence of an active trading market reduces the ~~interests~~liquidity of the ~~other~~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. As a consequence, 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 quotation as to the market value of, our common stock and as a result, the market value of our common stock likely would decline.

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;

●

announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;

●

general technological, market or economic trends;

●

investor perception of our industry or prospects;

●

insider selling or buying;

●

investors entering into short sale contracts;

●

regulatory developments affecting our industry; and

●

additions or departures of key personnel.

Table of Contents

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 our ability to continue operations.

A prolonged decline in the price of our common stock could result in corporate decisions that are disadvantageous to other shareholders. WE DEPEND TO A SIGNIFICANT EXTENT ON CERTAIN KEY PERSON, THE LOSS OF WHOM MAY MATERIALLY AND ADVERSELY AFFECT OUR COMPANY. Currently, we have only one employee who is also our sole officer and director. We depend entirely on August Petrov for alla 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. ~~The loss of Mr. Petrov would~~Such reductions may force us to reallocate funds from other planned uses and may have a ~~substantial~~significant negative effect on our ~~company~~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.

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 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 ~~cause~~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.

Our Articles of Incorporation authorize the issuance of up to 150,000,000 shares of common stock, $0.001 par value per share, and 10,000,000 shares are designated as “blank check” preferred stock, par value $0.001 per share (the “Preferred Stock”). Our board of directors may choose to issue some or all of such shares, or derivative securities to purchase some or all of such shares, to provide additional financing in the future.

Table of Contents

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. There is no assurance 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.

As a result of filing the resignation statement, 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.

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 ~~fail. Mr. Petrov~~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.

Table of Contents

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 the Common Shares. The issuance of preferred stock could be used, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this Prospectus that are not statements of historical facts constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, notwithstanding that such statements are not specifically identified as such. These forward-looking statements are based on current expectations and projections about future events. The words “estimates”, “projects”, “plans”, “believes”, “expects”, “anticipates”, “intends”, “targeted”, “continue”, “remain”, “will”, “should”, “may” and other similar expressions, or the negative or other variations thereof, as well as discussions of strategy that involve risks and uncertainties, are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Examples of forward-looking statements include but are not limited to statements about or relating to: (i) future revenues, expenses, income or loss, cash flow, earnings or loss per Common Share, the payment or nonpayment of dividends, capital structure and other financial items, (ii) plans, objectives and expectations of the Company or its management or Board of Directors, (iii) the Company’s business plans, products or services, (iv) future economic or financial performance, and (v) assumptions underlying such statements. We urge you to be cautious of the forward-looking statements and other similar forecasts and statements of expectations since such statements (i) reflect our current beliefs with respect to future events, (ii) involve, and are subject to, known and unknown risks, uncertainties and other factors affecting our operations and growth strategy, and (iii) could cause the Company's actual results, financial or operating performance or achievements to differ from future results, financial or operating performance, or achievements expressed or implied by such forward-looking statements. Forecasts, projections and assumptions contained and expressed herein were reasonably based on information available to the Company at the time so furnished and as of the date of this Prospectus. All such forecasts, projections and assumptions are subject to significant uncertainties and contingencies, many of which are beyond the Company's control, and no assurance can be given that such forecasts, projections or assumptions will be realized. No assurance can be given regarding the achievement of future results, as our actual results may differ materially from our projected future results as a result of the risks we face, and actual future events may differ from anticipated events because of the assumptions underlying the forward-looking statements that have been ~~compensated~~made regarding such anticipated events. Factors that may cause actual results, our performance or achievements, or industry results, to differ materially from those contemplated by such forward-looking statements include without limitation:

Potential investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

USE OF PROCEEDS

This prospectus relates to the sale of shares of our common stock to the Selling Stockholder pursuant to the exercise of our put right under our Agreement with the Selling Stockholder. The Company will receive proceeds from the sale of our common stock to the Selling Stockholder pursuant to the Agreement. The Company also sold 869,565 shares to the Selling Stockholder for ~~his services since~~proceeds of $1,000,000. We will not receive any proceeds from the sales of stock by the Selling Stockholder, as the selling shareholder. We will pay the cost of registering the shares offered by this prospectus. The proceeds from the sale of the Purchase Shares plus the Company’s exercise of the put right pursuant to the Agreement, if any, will be used for working capital and general corporate expenses.

Table of Contents

SELLING STOCKHOLDER

The following table sets forth the name of each person who is offering the sale of Resale Shares by this Prospectus, the number of Common Shares beneficially owned by each such person as of the date of this Prospectus, the number of Resale Shares that may be sold in this offering and the number of Common Shares each such person is expected to beneficially own after this offering, assuming they sell all of the Resale Shares offered. Neither the Selling Stockholder nor any of its affiliates have held any position or office with the Company nor have any of them ever had any other material relationship with us or any of our ~~incorporation,~~predecessors or affiliates.

Name	Common Shares Owned Prior to the Offering (1)		Percentage of Ownership Before the Offering (1)			Number of Common Shares being Offered (4)		Common Shares Owned After the Offering (2)		Percentage of Ownership After the Offering (2)
YA II PN LTD. (3)		869,565		2.11	%		4,217,841		0		0	%

YA Global II SPV, LLC (5)		100,000		0.24	%		100,000		0		0	%

Total		969,565		2.35	%		4,317,841		0		0	%

(1)	Applicable percentage ownership is based on 41,175,228 Common Shares issued and outstanding as of May 10, 2018

For the purpose of computing YA’s percentage of ownership, the 100,000 Commitment Fee Shares owned by YA’s affiliate, YA Global II SPV, LLC, (“YA Global”) are deemed not to be owned by YA and YA Global shares are deemed not to be owned by YA.

(2)	Assumes all Common Shares offered hereby will be sold.

(3)

YA is the investor under the SEDA. Yorkville Advisors Global, LP (“Yorkville LP”) is YA’s investment manager and Yorkville Advisors Global II, LLC (“Yorkville LLC”) is the General Partner of Yorkville LP. All investment decisions for YA are made by Yorkville LLC’s President and Managing Member, Mark Angelo. The address of YA is 1012 Springfield Avenue, Mountainside, NJ 07092, Attention: Mark Angelo, Portfolio Manager. YA has informed us that it is an “underwriter” within the meaning of the Securities Act, and to the best of our knowledge no other underwriter or person has been engaged to facilitate the sale of Resale Shares in this offering.

(4)

The 4,317,841 Resale Shares included in this Prospectus include the 869,565 Purchase Shares issued to YA and the shares of 100,000 Common Stock issued prior to the date hereof to a YA’s affiliate, YA Global II SPV, LLC, in satisfaction of a commitment fee under the SEDA and the 3,448,276 Common Stock issuable under the SEDA.

(5)

YA Global II SPV, LLC is an affiliate of YA. All investment decisions and control of for YA Global II SPV, LLC are made and held by Yorkville LLC. Mark Angelo, the portfolio manager of Yorkville LLC, makes the investment decisions on behalf of and controls Yorkville LLC. The address of YA Global II SPV, LLC is 1012 Springfield Avenue, Mountainside, NJ 07092, Attention: Mark Angelo, Portfolio Manager.

Table of Contents

PLAN OF DISTRIBUTION

The Selling Stockholder and any of its pledgees, assignees and successors-in-interest may, from time to time, sell shares of common stock offered by this prospectus, which we refer to as the resale shares, either on the OTCQB or any other stock exchange, market or trading facility on which the common stock is then traded or in private transactions. These sales may be at fixed or negotiated prices. The Selling Stockholder may use any one or more of the following methods when selling the resale shares:

ordinary brokerage transactions and transactions in which a broker‑dealer solicits purchasers;

block trades in which a broker‑dealer attempts to sell resale shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

purchases by a broker‑dealer as principal, for resale by the broker‑dealer for its account;

an exchange distribution in accordance with the rules of the applicable exchange;

privately negotiated transactions;

sale of a specified number of resale shares at a stipulated price per share, as a broker‑dealer may agree upon with the Selling Stockholder from time to time;

writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

a combination of any such methods of sale; or

any other method permitted by applicable law.

The Selling Stockholder may sell resale shares in accordance with Rule 144 under the Securities Act of 1933, or the Securities Act, rather than under this prospectus.

Broker‑dealers engaged by the Selling Stockholder may arrange for other brokers‑dealers to participate in sales. Broker‑dealers may receive commissions or discounts from the Selling Stockholder (or, if any broker‑dealer acts as agent for the purchaser of resale shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121.

The Selling Stockholder is, and any broker-dealer or agent that is involved in selling resale shares may be deemed to be, an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act in connection with such sales. In such event, any commissions received by such a broker-dealer or agent and any profit on the resale of the resale shares purchased by the broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. There is no underwriter (other than the Selling Stockholder and any broker-dealer or agent deemed to be an underwriter as described above) or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholder. The Selling Stockholder has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute resale shares. In no event shall any broker-dealer receive fees, commissions and markups that, in the aggregate, would exceed eight percent (8%) of gross proceeds from a sale of resale shares.

Because the Selling Stockholder is an “underwriter” within the meaning of the Securities Act, it is ~~highly unlikely that he~~subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder.

We have agreed to keep this prospectus effective until the earlier of (i) the date on which the resale shares may be resold by the Selling Stockholders without registration and without regard to any time, volume or manner limitations by reason of Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the resale shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Expenses, Indemnification

We will not receive any ~~compensation unless~~of the proceeds from the sale of resale shares by the Selling Stockholder and will bear all expenses related to the registration of this offering, but will not pay for any commissions, fees or discounts, if any, relating to the sale of resale shares by the Selling Stockholder. We have agreed to indemnify the Selling Stockholder against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

Table of Contents

Supplements

In the event of a material change in the plan of distribution disclosed in this prospectus, the Selling Stockholder will not be able to effect transactions in the resale shares pursuant to this prospectus until such time as a post-effective amendment to the registration statement is filed with, and declared effective by, the SEC.

Regulation M

We have informed the Selling Stockholder that it is required to comply with Regulation M promulgated under the Securities Exchange Act of 1934 with respect to any purchase or sale of our common stock. In general, Rule 102 under Regulation M prohibits any person connected with a distribution of our common stock from directly or indirectly bidding for, or purchasing for any account in which it has a beneficial interest, any of the resale shares or any right to purchase the resale shares, for a period of one trading day before and after completion of its participation in the distribution.

During any distribution period, Regulation M prohibits the Selling Stockholder and any other persons engaged in the distribution from engaging in any stabilizing bid or purchasing our common stock except for the purpose of preventing or retarding a decline in the open market price of the common stock. None of these persons may affect any stabilizing transaction to facilitate any offering at the market.

We have also advised the Selling Stockholder that it should be aware that the anti‑manipulation provisions of Regulation M under the Exchange Act will apply to purchases and sales of common stock by the Selling Stockholder, and that there are restrictions on market-making activities by persons engaged in the distribution of the resale shares. Under Regulation M, the Selling Stockholder or its agents may not bid for, purchase, or attempt to induce any person to bid for or purchase, shares of our common stock while the Selling Stockholder is distributing resale shares. Regulation M may prohibit the Selling Stockholder from covering short sales by purchasing resale shares while the distribution is taking place, despite any contractual rights to do so under our agreement with the Selling Stockholder. We have advised the Selling Stockholder that it should consult with its own legal counsel to ensure compliance with Regulation M.

DESCRIPTION OF SECURITIES TO BE REGISTERED

Common Stock

General

The Company’s authorized capital stock consists of 160,000,000 shares of capital stock, par value $0.0001 per share, of which 150,000,000 shares are common stock, par value $0.0001 per share and 10,000,000 shares are “blank check” preferred stock, par value $0.0001 per share.

Common Stock

Holders of Company’s common stock are entitled to one vote per share on each matter submitted to vote at a meeting of Company’s stockholders. Holders of common stock do not have cumulative voting rights. Stockholders do not have any preemptive rights or other similar rights to acquire additional shares of Company’s common stock or other securities. Subject to preferences that may be applicable to any then-outstanding preferred stock, holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of liquidation, dissolution or winding up, subject to preferences that may be applicable to any then-outstanding preferred stock, each outstanding share of common stock entitles its holder to participate ratably in all remaining assets of the Company that are available for distribution to stockholders after providing for each class of stock, if any, having preference over the common stock.

Holders of common stock have no conversion, preemptive or other subscription rights, and there are no redemption or sinking fund provisions applicable to the common stock. The rights of the holders of common stock are subject to any rights that may be fixed for holders of preferred stock, when and if any preferred stock is authorized and issued.

Table of Contents

Preferred Stock

The Company’s Articles of Incorporation authorizes the issuance of 10,000,000 shares of “Blank Check” Preferred Stock, par value $0.0001 per share, subject to any limitations prescribed by law, without further vote or action by the stockholders, to issue from time to time shares of preferred stock in one or more series. Each such series of Preferred Stock shall have such number of shares, designations, preferences, voting powers, qualifications, and special or relative rights or privileges as shall be determined by the Company’s board of directors, which may include, among others, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights. There are currently 6,750,000 shares of Series A Convertible Preferred Stock and 250,000 shares of Series S Convertible Preferred Stock issued and outstanding.

Series A Convertible Preferred Stock

Series A Preferred Stock (the “Series A Shares”) rank junior to the Common Stock both as to the payment of dividends and distributions but prior to all subsequently issued securities junior to the Series A Shares. The Series A Shares are convertible into the greater of one share of Common Stock or a number of shares of Common Stock so that the Series A holders would hold 55% of the number of outstanding shares of Common Stock. The Series A Shares vote on an “as-converted” basis.

Series B Convertible Preferred Stock

The Series B Preferred Stock (the “Series B Shares”) shall be entitled to receive, upon consolidation, merger, change of control, liquidation, or dissolution of the Company the stated value of the Series B Preferred Stock. The Series B Preferred Stock is convertible at the rate of 16 shares of Common Stock for each Series B share converted and vote on an “as-converted” basis. The Series B Preferred Stock may not be converted if the conversion would result in the holder owning more than 4.99% of the outstanding Common Stock.

Transfer Agent

The Company’s transfer agent and registrar of its Common Stock is Globex Transfer, LLC, 780 Deltona Boulevard, Deltona, Florida 32725.

Outstanding Common Stock and Holders

At May 10, 2018 there were 41,175,228 shares of Common Stock issued and outstanding and, based upon the number of record holders plus the number of individual participants in security position listings at such date, there were approximately 89 holders of Common Stock.

LEGAL MATTERS

The validity of our Common Stock offered hereby will be passed upon by Kane Kessler, P.C., New York, New York.

EXPERTS

Our consolidated financial statements as of June 30, 2017 and for the six months ended, and as of December 31, 2016 and December 31, 2015, and for the two years then ended appearing in this Prospectus have been audited by BF Borgers CPAPC., independent registered public accounting firm, as set forth in their report thereon appearing elsewhere in this Prospectus and are included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing.

DESCRIPTION OF BUSINESS

Overview

Leafbuyer.com Platform

Table of Contents

The current market is extremely fragmented and there are few significant companies that have achieved scale in operations. We plan to grow organically and through strategic acquisitions to achieve our long-term goals.

The Team

The Company has 14 full-time employees working out of its headquarters in Greenwood Village, Colorado. In addition, the company currently has sales teams in Washington, California and Oregon. Leafbuyer also has relationships with approximately 10 independent contractors which it retains from time to time.

A majority of our employees are involved in sales and customer service. Other services, such as website content and graphics design are outsourced to independent contractors.

One of the Company’s top priorities in 2017 has been recruiting and retaining some of the top talent in the cannabis and technology industries. We anticipate a majority of our future hiring will be in markets outside of Colorado.

Growth State by State

Our primary customers have been legal cannabis dispensaries and companies who create cannabis-related products. As more states legalize cannabis, we ~~generate substantial revenues. There~~hope the consumer and potential customer base will expand. We believe that the transformation in California from a purely medical legal state to a recreational state will create great opportunities for our company. We intend to duplicate the model that has worked for us in Colorado in each market as it develops.

The marginal cost for Leafbuyer to enter a market is ~~intense competition~~minimal in comparison to growers or retail operations. In order for ~~skilled~~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. We believe that we can replicate our success in Colorado in the past four years of operations in other States that adopt legal cannabis use. However, there can be no assurance that we will be able to ~~attract~~do so.

Other companies who deal with cannabis directly have significant legal and ~~retain qualified personnel on acceptable terms. The loss of Mr. Petrov's services could prevent us from completing the development of our plan of operation and our business. In the event~~capital barriers impeding their growth into another state. However, since we are an ancillary company, most of the ~~loss~~current regulations and strict cannabis laws do not pertain to our operations. Because of ~~services~~the overall growth in the market and low legal barriers, we believe that growth opportunities are very significant for the foreseeable future.

2018 and beyond

On November 8, 2016, voters in California, Nevada, Maine and Massachusetts voted to regulate the production and sale of ~~such personnel, no assurance~~cannabis for recreational purposes while Florida, North Dakota, Arkansas and Montana voters authorized its medical use. According to ArcView Market Research, these initiatives will cause the regulated cannabis industry to expand from roughly $6 billion in 2016 to more than $23 billion once these initiatives take effect.

We plan to grow the company organically through the aggressive deployment of sales and marketing resources into legal cannabis states. We understand that to become a significant player in the industry in the future will require us to look for acquisitions for a significant portion of that growth. However, there can be ~~given~~no assurance that we will be able to ~~obtain the services of adequate replacement personnel. We do not have any employment agreements~~locate and acquire such opportunities or maintain key person life insurance policies on our officer and director. We do not anticipate entering into employment agreements with him or acquiring key man insurance in the foreseeable future. BECAUSE OUR SOLE OFFICER AND DIRECTOR WILL ONLY BE DEVOTING LIMITED TIME TO OUR OPERATIONS, OUR OPERATIONS MAY BE SPORADIC WHICH MAY RESULT IN PERIODIC INTERRUPTIONS OR SUSPENSIONS OF OPERATIONS. THIS ACTIVITY COULD PREVENT US FROM ATTRACTING ENOUGH CUSTOMERS AND RESULT IN A LACK OF REVENUES WHICH MAY CAUSE US TO CEASE OPERATIONS. August Petrov, our sole officer and director will only be devoting limited time to our operations. Hethat they will be ~~devoting approximately 20 hours a week~~on terms that are favorable to our operations. Because our sole office and director will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to him. As a result, operations may be periodically interrupted or suspended which could result in a lackthe Company.

Table of revenues and a possible cessation of operations. OUR SOLE OFFICER AND DIRECTOR HAS NO EXPERIENCE MANAGING A PUBLIC COMPANY WHICH IS REQUIRED TO ESTABLISH AND MAINTAIN DISCLOSURE CONTROL AND PROCEDURES AND INTERNAL CONTROL OVER FINANCIAL REPORTING. We have never operated as a public company. August Petrov, our sole officer and director has no experience managing a public company which is required to establish and maintain disclosure controls and procedures and internal control over financial reporting. As a result, we may not be able to operate successfully as a public company, even if our operations are successful. We plan to comply with all of the various rules and regulations, which are required for a public company that is reporting company with the Securities and Exchange Commission. However, if we cannot operate successfully as a public company, your investment may be materially adversely affected. 8 ~~OUR EXECUTIVE OFFICERS DO NOT RESIDE IN THE UNITED STATES. THE U.S. STOCKHOLDERS WOULD FACE DIFFICULTY IN EFFECTING SERVICE~~Contents

DESCRIPTION OF ~~PROCESS AGAINST OUR OFFICERS.~~ PROPERTY

Our executive office is located at 6888 S. Clinton Street, Suite 300, Greenwood Village, CO 80112.

LEGAL PROCEEDINGS

We are not aware of any legal proceedings to which we are a party or of which our property is the subject. None of our directors, officers, doaffiliates, 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 ~~reside in the United States. The U.S. stockholders would face difficulty in: * effecting service~~aware of ~~process within the United States on our officers; * enforcing judgments obtained in U.S. courts based~~any other legal proceedings that have been threatened against us.

MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

Market Information

Our common stock is quoted on the ~~civil liability provisions of~~OTC Markets under the ~~U.S. federal securities laws against the officers; * enforcing judgments of U.S. courts based on civil liability provisions of the U.S. federal securities laws~~trading symbol “LBUY”. Trading in ~~foreign courts against our officers; and * bringing an original action in foreign courts to enforce liabilities based~~stocks quoted on the U.S. federal securities laws against our officers. WE ARE AN "EMERGING GROWTH COMPANY" UNDER THE JOBS ACT, AND WE CANNOT BE CERTAIN IF THE REDUCED DISCLOSURE REQUIREMENTS APPLICABLE TO EMERGING GROWTH COMPANIES WILL MAKE OUR COMMON STOCK LESS ATTRACTIVE TO INVESTORS. We qualify as an "emerging growth company" under the JOBS Act. As a result, we are permittedOTC Markets is often thin and is characterized by wide fluctuations in trading prices due to and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to: - have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; - provide an auditor attestation with respect to management's report on the effectiveness of our internal controls over financial reporting; - comply with any requirementmany factors that may ~~be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation~~have little to do with a company's operations or a supplement to the auditor's report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); - submit certain executive compensation matters to shareholder advisory votes, such as "say-on-pay" and "say-on-frequency;" and - disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive's compensation to median employee compensation. In addition, Section 107 of the JOBS Act also providesbusiness prospects. We cannot assure you that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards. Wethere will remain an "emerging growth company" for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues is $1 billion, (ii) the date that we become a "large accelerated filer" as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates is $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period. 9 Until such time, however, we cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a ~~less active trading~~ market for our common stock and our stock price may be more volatile. RISKS ASSOCIATED WITH THIS OFFERING BECAUSE THE OFFERING PRICE HAS BEEN ARBITRARILY SET BY THE COMPANY, YOU MAY NOT REALIZE A RETURN ON YOUR INVESTMENT UPON RESALE OF YOUR SHARES. The offering price and other terms and conditions relative to the Company's shares have been arbitrarily determined by us and do not bear any relationship to assets, earnings, book value or any other objective financial criteria. Additionally, as the Company was formed on October 16, 2014, and has only a limited operating history with no earnings, the price of the offered shares is not based on its past earnings, and no investment banker, appraiser, or other independent third party, has been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares, as such our stockholders may not be able to receive a return on their investment when they sell their shares of common stock. WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL ANY SHARES. This offering is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the shares; we intend to sell our shares through our President, who will receive no commissions. There is no guarantee that he will be able to sell any of the shares. Unless he is successful in receiving the proceeds in the amount of $100,000 from this offering, we may have to seek alternative financing to implement our business plan. THE REGULATION OF PENNY STOCKS BY THE SEC AND FINRA MAY DISCOURAGE THE TRADABILITY OF THE COMPANY'S SECURITIES. The shares being offered are defined as a pennyfuture. Our common stock commenced trading on April 5, 2017 under the ~~Securities~~symbol “APVT”.

The following quotations reflect the high and Exchange Act of 1934, as amended (the "Exchange Act"), and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 ($300,000 jointly with spouse), or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may make it difficult for you to resell any shares you may purchase, if at all. OUR PRESIDENT, MR. PETROV DOES NOT HAVE ANY PRIOR EXPERIENCE OFFERING AND SELLING SECURITIES , AND OUR OFFERING DOES NOT REQUIRE A MIMIMUM AMOUNT TO BE RAISED. AS A RESULT OF THIS WE MAY NOT BE ABLE TO RAISE ENOUGH FUNDS TO COMMENCE AND SUSTAIN OUR BUSINESS AND INVESTORS MAY LOSE THEIR ENTIRE INVESTMENT. Mr. Petrov does not have any experience conducting a securities offering. Consequently, we may not be able to raise any funds successfully. Also, the best effort offering does not require a minimum amount to be raised. If we are not able to raise sufficient funds, we may not be able to fund our operations as planned, and our business will suffer and your investment may be materially adversely affected. Our inability to successfully conduct a best-effort offering could be the basis of your losing your entire investment in us. 10 DUE TO THE LACK OF A TRADING MARKET FOR OUR SECURITIES, YOU MAY HAVE DIFFICULTY SELLING ANY SHARES YOU PURCHASE IN THIS OFFERING. We are not registered on any market or public stock exchange. There is presently no demandlow bids for our common stock based on inter-dealer prices, without retail mark-up, mark-down or commission, and no public market exists for the shares being offered in this prospectus. We plan to contact a market maker immediately following the completion of the offering and apply to have the shares quoted on the Over-the-Counter Bulletin Board ("OTCBB"). The OTCBB is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter securities. The OTCBB ismay not an issuer listing service, market or exchange. Although the OTCBB does not have any listing requirements, to be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC or applicable regulatory authority. If we are not able to pay the expenses associated with our reporting obligations we will not be able to apply for quotation on the OTC Bulletin Board. Market makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 to 60 day grace period if they do not make their required filing during that time. We cannot guarantee that our application will be accepted or approved and our stock listed and quoted for sale. represent actual transactions.

Quarter Ended	High ($)		Low ($)
June 30, 2018	$	1.83	$	1.14
March 31, 2018	$	3.03	$	1.27
December 31, 2017	$	2.34	$	0.90
September 30, 2017	$	3.08	$	1.06
June 30, 2017	$	1.62	$	0.75
March 31, 2017		N/A		N/A
December 31, 2016		N/A		N/A
September 30, 2016		N/A		N/A

Holders

As of ~~the date~~May 10, 2018, there were approximately 89 holders of this filing, there have been no discussions or understandings between AP Event Inc. and anyone acting on our behalf, with any market maker regarding participation in a future trading market for our securities. If no market is ever developed forrecord of our common ~~stock, it will be difficult for you to sell any~~stock.

Dividends

We have not paid cash dividends on shares you purchase in this offering. In such a case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all. In addition, if we fail to have our common stock quoted on a public trading market, your common stock will not have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from your investment. WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE. WITHOUT SUFFICIENT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL. The estimated cost of this registration statement is $8,000 which will be paid from offering proceeds. If the offering proceeds are less than registration cost, we will have to utilize funds from August Petrov, our sole officer and director, who has verbally agreed to loan the company funds to complete the registration process. Mr. Petrov's verbal agreement to provide us loans for registration costs is non- binding and discretionary. After the effective date of this prospectus, we will be required to file annual, quarterly and current reports, or other information with the SEC as provided by the Securities Exchange Act. We will voluntarily continue reporting in the absence of an SEC reporting obligation. We plan to contact a market maker immediately following the close of the offering and apply to have the shares quoted on the OTC Electronic Bulletin Board. To be eligible for quotation, issuers must remain current in their filings with the SEC. In order for us to remain in compliance we will require future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. The costs associated with being a publicly traded company in the next 12 month will be approximately $10,000. If we are unable to generate sufficient revenues to remain in compliance it may be difficult for you to resell any shares you may purchase, if at all. Also, if we are not able to pay the expenses associated with our reporting obligations we will not be able to apply for quotation on the OTC Bulletin Board. THE COMPANY'S INVESTORS MAY SUFFER FUTURE DILUTION DUE TO ISSUANCES OF SHARES FOR VARIOUS CONSIDERATIONS IN THE FUTURE. 11 Our Articles of Incorporation authorizes the issuance of 75,000,000 shares of common stock, par value $0.001 per share, of which 5,000,000 shares are currently issued and outstanding. If we sell the 5,000,000 shares being offered in this offering, we would have 10,000,000 shares issued and outstanding. As discussed in the "Dilution" section below, the issuance of the shares of common stock described in this prospectus will result in substantial dilution in the percentage of our common stock ~~held by~~and we do not expect to declare or pay dividends on shares of our ~~existing shareholders. The issuance of~~ common stock for the foreseeable future. We intend to retain earnings, if any, to finance the development and expansion of our business. Our future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock. FORWARD LOOKING STATEMENTS This prospectus contains forward-looking statements that involve risk and uncertainties. We use words such as "anticipate", "believe", "plan", "expect", "future", "intend", and similar expressions to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates of management as of the date of this filing. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us as described in the "Risk Factors" section and elsewhere in this prospectus. USE OF PROCEEDS Our offering is being made on a self-underwritten and "best-efforts" basis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $0.02. The following table sets forth the uses of proceeds assuming the sale of 50%, 75% and 100%, respectively, of the securities offered for sale by the Company. There is no assurance that we will raise the full $100,000 as anticipated and there is no guarantee that we will receive any proceeds from the offering. If 50% If 75% If 100% shares sold shares sold shares sold Description Fees Fees Fees ----------- ----------- ----------- ----------- GROSS PROCEEDS 50,000 75,000 100,000 Offering expenses 8,000 8,000 8,000 NET PROCEEDS 42,000 67,000 92,000 Office 3,000 4,000 5,000 Website and Mobile App Development 5,000 6,000 7,000 Marketing Campaign 14,000 27,000 40,000 Salesperson 10,000 20,000 30,000 SEC reporting and compliance 10,000 10,000 10,000 The above figures represent only estimated costs. The estimated cost of this registration statement is $8,000 whichdividend policy will be ~~paid from offering proceeds. If~~subject to the ~~offering proceeds are less than registration costs, August Petrov,~~discretion of our ~~president~~Board of Directors and ~~director, has verbally agreed~~will depend upon our future earnings, if any, our financial condition, our capital requirements, general business conditions and other factors.

FINANCIAL STATEMENTS

The response to ~~loan the Company funds to complete the registration process. Mr. Petrov's verbal agreement to provide us loans for registration costs~~this Item, commencing on Page F-1, is non- binding and discretionary. Also, these loans would be necessary if the proceeds from this offering will not be sufficient to implement our business plan and maintain reporting status and quotation on the OTC Electronic Bulletin Board when and if our common stocks become eligible for trading on the Over-the-Counter Bulletin Board. Mr. Petrov will not be paid any compensation or anything from the proceeds of this offering. There is no due date for the repayment of the funds advanced by Mr. Petrov. Mr. Petrov will be repaid from revenues of operations if and when we generate sufficient revenues to pay the obligation. 12 DETERMINATION OF OFFERING PRICE The offering price of the shares has been determined arbitrarily by us. The price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a privately held company. In determining the number of shares to be offered and the offering price, we took into consideration our cash on hand and the amount of money we would need to implement our business plan. Accordingly, the offering price should not be considered an indication of the actual value of the securities. DILUTION Dilution represents the difference between the Offering price and the net tangible book value per share immediately after completion of this Offering. Net tangible book value is the amount that results from subtracting total liabilities and from total assets. Dilution arises mainlysubmitted as a result of our arbitrary determination of the Offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholder. The historical net tangible book value as of September 30, 2015 was $2,384 or approximately $0.0005 per share. Historical net tangible book value per share of common stock is equalseparate section to our total tangible assets less total liabilities, divided by the number of shares of common stock outstanding as of September 30, 2015. The following table sets forth as of September 30, 2015, the number of shares of common stock purchased from us and the total consideration paid by our existing stockholders and by new investors in this offering if new investors purchase 50%, 75% or 100% of the offering, after deduction of offering expenses payable by us, assuming a purchase price in this offering of $0.02 per share of common stock. Percent of Shares Sold from Maximum Offering Available 50% 75% 100% Offering price per share 0.02 0.02 0.02 Post offering net tangible book value 44,384 69,384 94,384 Post offering net tangible book value per share 0.0059 0.0079 0.0094 Pre-offering net tangible book value per share 0.0005 0.0005 0.0005 Increase (Decrease) in net tangible book value per share after offering 0.0054 0.0074 0.0089 Dilution per share 0.0141 0.0121 0.0106 % dilution 70% 60% 53% Capital contribution by purchasers of shares 50,000 75,000 100,000 Capital Contribution by existing stockholders 5,000 5,000 5,000 Percentage capital contributions by purchasers of shares 90.91% 93.75% 95.24% Percentage capital contributions by existing stockholders 9.09% 6.25% 4.76% Gross offering proceeds 50,000 75,000 100,000 Anticipated net offering proceeds 42,000 67,000 92,000 Number of shares after offering held by public investors 2,500,000 3,750,000 5,000,000 Total shares issued and outstanding 7,500,000 8,750,000 10,000,000 13 Purchasers of shares percentage of ownership after offering 33.33% 42.86% 50.00% Existing stockholders percentage of ownership after offering 66.67% 57.14% 50.00% Prospectus.

MANAGEMENT'S DISCUSSION AND ANALYSIS ~~OR PLAN~~ OF ~~OPERATION You should read the~~FINACIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion ~~and analysis of~~should be read in conjunction with our financial ~~condition and results of operations together with our consolidated financial~~ statements, ~~and~~including the ~~related~~ notes ~~and other financial information included~~thereto, appearing elsewhere in this ~~prospectus. Some~~annual report. The discussions of ~~the information contained in this discussion~~results, causes and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. Youtrends should review the "Risk Factors" section of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. We qualify as an "emerging growth company" under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be ~~required to: * have an auditor report on our internal controls over financial reporting pursuant~~construed to ~~Section 404(b)~~imply any conclusion that these results or trends will necessarily continue into the future.

Table of the Sarbanes-Oxley Act; * provide an auditor attestation with respect to management's report on the effectiveness of our internal controls over financial reporting; * comply with any requirement that may be adopted by the PublicContents

The Company ~~Accounting Oversight Board regarding mandatory audit firm rotation or~~was formed as AP Event, Inc., a supplement to the auditor's report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); * submit certain executive compensation matters to shareholder advisory votes, such as "say-on-pay" and "say-on-frequency;" and * disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO's compensation to median employee compensation. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards. We will remain an "emerging growth company" for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues is $1 billion, (ii) the date that we become a "large accelerated filer" as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates is $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period. 14 Our cash balance was $3,321 as of September 30, 2015. We believe our cash balance is not sufficient to fund our operations for any period of time. We have been utilizing and may utilize funds from August Petrov, our Chairman and President, who has informally agreed to advance funds to allow us to pay for offering costs, filing fees, and professional fees. As of September 30, 2015, Mr. Petrov has advanced to us $3,617. Mr. Petrov, however, has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. In order to implement our plan of operations for the next twelve month period, we require a minimum of $42,000 of funding from this offering. Being a development stage company, we have very limited operating history we do not currently have any arrangements for additional financing. Our principal executive offices are located at Husovo namesti 7, Okres Praha - Zapad, Czech Republic 25301. Our phone number is 702-970-3370. We are a development stage company and we have generated $3,000 of revenue to date. To date, we have established our Company, developed our business plan, developed business-model of our travel agency and have been looking for the potential clients. On August 19, 2015 we have signed the Service Agreement with Dnihlujis A Partneri. As a result of this agreement, we have received $3,000 of prepayment. Our full business plan entails activities described in the Plan of Operation section below. Long term financing beyond the maximum aggregate amount of this offering may be required to expand our business. The exact amount of funding will depend on the scale of our development and expansion. We do not currently have planned our expansion, and we have not decided yet on the scale of our development and expansion and on exact amount of funding needed for our long term financing. If we do not generate sufficient revenue we may need a minimum of $10,000 of additional funding at the end of the twelve month period described in our "Plan of Operation" below to maintain a reporting status. Our independent registered public accountant has issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. To meet our need for cash we are attempting to raise money from this offering. If we are unable to successfully find customers we may quickly use up the proceeds from this offering and will need to find alternative sources. At the present time, we have not made any arrangements to raise additional cash, other than through this offering. If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely. Even if we raise $100,000 from this offering, we may need more funds for ongoing business operations after the first year, and would have to obtain additional funding. PLAN OF OPERATION We were incorporated in the State of Nevada corporation on October 16, 2014. We have never declared bankruptcy, have never been in receivership, and have never been involved in any legal action or proceedings. Since incorporation, we have not made any significant purchase or sale of assets. We are a development stage company that has just recently started the operations and has generated $3,000 of revenue. If we are unable to successfully find clients who will use our service, we may quickly use up the proceeds from this offering. We intend to provide individual and group leisure tours and excursions to different music events. The services we are going to provide are aimed at broad public. We intend to spend money on research and development when our business plan is complete in order to develop our business. We do not expect to purchase or sell plant or significant equipment. Further we do not expect significant changesRegistrant was originally in the ~~number~~business of ~~employees. Our plan of operations is as follows: 15~~ COMPLETE OUR PUBLIC OFFERING We expect to complete our public offering within 180 days after the effectiveness of our registration statement by the Securities and Exchange Commissions. We intend to concentrate our efforts on raising capital during this period. Our operations will be limited due to the limited amount of funds on hand. Upon completion of our public offering, our specific goal is to profitably sell our services. If we are unable to obtain minimum funding of approximately $42,000 (If 50% of the shares sold), our business may fail. Our plan of operations following the completion is as follows: OFFICE (1st-3d months) $3,000-$5,000 Minimum requirements of our company to continue operations are, at least, obtaining the following office equipment: a telephone, a fax, a multifunction printer, PCs, stationery and furniture. We expect the cost to be equal to $3,000. We plan to buy the office equipment mentioned above in case we manage to sell 50% of the shares offered with basic feutures as black and white laser multifunction printer (Hewlett-Packard HP M521DN or equivalent) with scanning, coping and printing features, two PCs for office operations. In case we sell 75% of the shares offered we intend to buy additional equipment with advanced features as color laser multifunction printer (Hewlett-Packard HP Color LaserJet CM4730 MFP or equivalent) for printing brochures, flyers, concert's calendars and other promotional materials with estimated price of $4,000. Provided that we sell all of the shares offered, we might be able to buy more advanced equipment as previous described color laser multifunction printer, one PC for office operations, one PC with dedicated graphic card with preinstalled software for promotional materials creating and one laptop (Lenovo Yoga 3 Pro 80HE000DUS or equivalent) to present company's service to potential clients outside of the office. Therefore the office set up costs are estimated to be equal to $5,000. WEBSITE AND MOBILE APP DEVELOPMENT (1st-12th months) $5,000-$7,000 To support our customers and to provide them with information regarding our services, we expect to develop a website and a mobile application with the features of the full website. We plan to order the development of both website and the application in a software company. Depending on the complexity of design and the features of the website and the application we expect the expenditure to be minimum $5,000. Upon launching the website we will need a professional to maintain the website and the application, which will result in further expenditures. We also intend to order a landing web page to draw potential customers to our services. MARKETING CAMPAIGN (3th-12th months) $14,000-$40,000 Our main marketing instruments are planned to be the following: online marketing, direct sales, and presentations. To get into focus of our potential customers we intend to use the marketing strategies, such as web advertisements, social web communities marketing, direct mailing, and phone calls. The plan of our active marketing campaign to promote our services includes developing a landing page. Our web-banners are going to be placed on the web-sites related to music, for instance, music streaming services or music web blogs. The same banners are going to be placed on the sites devoted to tourism and leisure tours, on the pages of online newspapers or magazines. We plan to spend money to pay for Google contextual advertising, to attract the attention of users who search information related to tourism and excursions in general or, places and music bands mentioned on our website. To remain in focus of potential clients and to promote our services we have intention to try conducting raffle on local radio stations providing our services as prizes. In addition we may spend money on YouTube ads played before a music video. Paying for SEO (Search Engine Optimization) will help to advance in the search results of Google, Bing, Yahoo, 16 Aol queries. Taking part at the exhibitions related to tourism might draw attention of potential clients to our services. Upon successful launching of our website and application we keep in mind to develop and maintain Facebook, Twitter, Instagram and Google+ pages to provide customers with full information concerning our service. We believe that our key marketing strategy is likely to be online marketing and direct sales. The expenditure might be equal to at least $14,000. In case we sell 50% of the shares offered, the money will be spent particularly on Search engine optimization (SEO). Upon 75% and 100% of the shares sold, we need $27,000 and $40,000 accordingly. We believe that our marketing campaign will help us to sell our product and we intend to reach profitable operations. SALESPERSON (6th-12th months) $10,000-$30,000 We intend to hire tour expert (salesperson) whose working responsibilities will be to provide consultation and recommendation concerning our services in person or by phone and execute contracts with customers in the office on behalf of the company. If we sell 50% of the shares we will hire one salesperson and it will cost us $10,000 minimum. In case we sell 75% and 100% of the shares we are going to increase the quantity of tour experts (salespersons) to two and three accordingly and intend to spend for it $20,000 and $30,000 accordingly. ESTIMATED EXPENSES FOR THE NEXT TWELVE MONTH PERIOD The following provides an overview of our estimated expenses to fund our plan of operation over the next twelve months. If 50% If 75% If 100% shares sold shares sold shares sold Description Fees Fees Fees ----------- ----------- ----------- ----------- GROSS PROCEEDS 50,000 75,000 100,000 Offering expenses 8,000 8,000 8,000 NET PROCEEDS 42,000 67,000 92,000 Office 3,000 4,000 5,000 Website and Mobile App Development 5,000 6,000 7,000 Marketing Campaign 14,000 27,000 40,000 Salesperson 10,000 20,000 30,000 SEC reporting and compliance 10,000 10,000 10,000 OFF-BALANCE SHEET ARRANGEMENTS We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL There is no historical financial information about us upon which to base an evaluation of our performance. We are in the start-up stage of operations and have generated $3,000 of revenue. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products. We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholder. 17 RESULTS OF OPERATIONS FROM INCEPTION ON OCTOBER 16, 2014 TO JUNE 30, 2015 During the period we incorporated the company, prepared a business plan. Our loss since inception is $4,607. We have just recently started our business operations,however, will not start significant operations until we have completed this offering. FOR THE THREE MONTH ENDED SEPTEMBER 30, 2015 On August 19, 2015 we have signed the Service Agreement with Dnihlujis A Partneri. As a result of this agreement, we have received $3,000 of revenue. We have developed our business plan, developed and tested business-model of our travel agency and have been looking for the potential clients. LIQUIDITY AND CAPITAL RESOURCES As of September 30, 2015, the Company had $3,321 cash and $3,500 accrued expenses and our liabilities were $3,617. As of September 30, 2015 our cash balance was $3,321. The available capital reserves of the Company are not sufficient for the Company to remain operational. We require minimum funding of approximately $42,000 to conduct our proposed operations and pay all expenses for a minimum period of one year including expenses associated with this offering and maintaining a reporting status with the SEC. Since inception, we have sold 5,000,000 shares of common stocks to our sole officer and director, at a price of $0.001 per share, for net proceeds of $5,000. We are attempting to raise funds to proceed with our plan of operations. We will have to utilize funds from August Petrov, our sole officer and director, who has verbally agreed to loan the company funds to complete the registration process if offering proceeds are less than registration costs. However, Mr. Petrov has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. Mr. Petrov's verbal agreement to provide us loans for registration costs is non- binding and discretionary. To proceed with our operations within 12 months, we need a minimum of $42,000. We cannot guarantee that we will be able to sell all the shares required to satisfy our 12 month financial requirements. If we are successful, any money raised will be applied to the items set forth in the Use of Proceeds section of this prospectus. We will attempt to raise at least the minimum funds necessary to proceed with our plan of operations. In the long term we may need additional financing. We do not currently have any arrangements for additional financing. Obtaining additional funding will be subject to a number of factors, including general market conditions, investor acceptance of our business plan and initial results from our business operations. These factors may impact the timing, amount, terms or conditions of additional financing available to us. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us. Our auditors have issued a "going concern" opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital. No substantial revenues are anticipated until we have completed the financing from this offering and implemented our plan of operations. Our only source for cash at this time is investments by others in this offering. We must raise cash to implement our strategy and stay in business. The amount of the offering will likely allow us to operate for at least one year and have the capital resources required to cover the material costs with becoming a publicly reporting. The Company anticipates over the next 12 months the cost of being a reporting public company will be approximately $10,000. 18 The Company will have to meet all the financial disclosure and reporting requirements associated with being a publicly reporting company. The Company's management will have to spend additional time on policies and procedures to make sure it is compliant with various regulatory requirements, especially that of Section 404 of the Sarbanes-Oxley Act of 2002. This additional corporate governance time required of management could limit the amount of time management has to implement is business plan and impede the speed of its operations. Should the Company fail to raise a minimum of $42,000 under this offering the Company would be forced to scale back or abandon the implementation of its 12-month plan of operations. DESCRIPTION OF BUSINESS Our primary services are going to be as follows: delivering a touristic service to broad public, aimed mostly at young people due to it's being specific. Services and products provided by our company may include custom packages according to client's specifications and travel consultation. As it grows the company is likely to take on people and expand into related markets and services. We might also look for additional leverage by establishing relationships and representations with appropriate strategic allies. Our principal office address is located at Husovo namesti 7, Okres Praha - Zapad, Czech Republic 25301. Our telephone number is 702-970-3370. Our plan of operation is forward-looking and there is no assurance that we will ever reach profitable operations. We are a development stage company and have generated $3,000 of revenue. It is likely that we will not be able to achieve profitability and would be forced to cease operations due to the lack of funding. We were incorporated in Nevada on October 16, 2014. Since October 2014 till January 2015 we have developed our and business plan and business-model of our travel agency. Since February 2015 till May 2015 we have researched the market demand for tour agencies providing individual and group leisure tours to music festivals, ~~in Europe~~ and ~~have looked for~~concerts combined with local excursions.

On March 21, 2017, August Petrov, the ~~potential partners in tour industry. On June 6, 2015 we have raised financing for our operation by issuing a total~~principal shareholder, President, Chief Executive Officer and Chief Financial Officer of AP Event, Inc. (the “Registrant” or the “Company”) consummated the sale of 5,000,000 shares of ~~restricted common stock to August Petrov, our sole officer and director in consideration of $5,000. From June 2015 to date we have been looking for~~ the potential clients. On August 19, 2015 we have signed the Service Agreement with Dnihlujis A Partneri. As a result of this agreement, we have received $3,000 of prepayment. BUSINESS We plant to establish a tour agency intending to provide individual and group leisure tours to large music festivals, or to concerts of particular popular music bands, both combined with excursions around local areas. We are a company on the stage of development and have earned $3,000 of revenue. In case we don't achieve estimated level of profitability, the company will be forced to cease operations due to the lack of funding. Our primary goal is to arrange tours for European citizens around Europe. We plan to start our sales in Czech Republic, Poland, Lithuania, Litva, Estonia, Slovakia, Slovenia and Hungary. We plan to organize complex tours or offer each feature of our tours separately. A complex tour includes the following features: 1) transfer (transportation from homeland to the point of final destination by any type of transport, local transportation, from airport/railway/bus terminal to a hotel, from a hotel to an event or attraction); 2) admission to the music event; 3) a guided excursion around a particular city or location (depending on where this event takes place) with a chance of visiting famous places related to music (Abbey Road recording studio in London, for instance); 4) accommodation (regarding possible demands of our potential clients by accommodation we mean hostels or B&B's) 5) catering, for additional fee upon request; 19 This is a preliminary list of features, which may become longer as the business might grow. The price of our service is going to be based on the following: the price of transfer (round-trip flight/train/bus tickets, local transportation (bus/minivan/taxi), transportation from a hotel to an event or attraction (bus/minivan/taxi)), accommodation and admission fee to a music event. A traveler will hence be able to select areas of interest based on their preferences and subsequently identify destinations to visit. As soon as the company begins operating our customers will be able to: a) find full description of services provided, prices, information regarding both concerts and tours, description of accommodation and catering (if provided in a particular accommodation); in case customers need so-contact the company via phone, Skype, email; b) book online (on our website) any complex tour or buy a desired feature that the company provides; c) use the cross platform mobile application designed for these needs to book tours and receive full information according to our services; d) book tours by phone, after being consulted by our tour expert in the company's office. e) choose accommodation while booking a tour (if this feature provided in a particular case); f) if the customers wish so-receive informational emails regarding upcoming events, special offers, any other updates concerning our services; g) leave feedback. CLIENTS Our services are aimed at young people, who desire to visit a festival or concert of their favourite band or musician, with an opportunity to enjoy a leisure excursion. We plan to start with rock music as one of the most popular nowadays. We plan gradually add other widely popular genres such as electronic music or their sub genres: for instance, indie rock, alternative rock and others, in case we receive positive response or, in case there is a demand by customers. Once the company is appropriately registered and equipped we intend to provide our services to our potential clients who, presumably, fit the following description: 1) young European citizens, students, young couples who might be interested in combining travelling and attending a music concert or those who search for new kinds of entertainment; 2) amateur musicians who might attend music shows for their future experience or to get in contact with music producers, or other people from the industry; 3) fans of particular bands who would enjoy following their favourite musicians who will be relieved from the necessity to look for upcoming music events, book transfer and accommodation on their own. 4) travel agencies that could use our service as outsourcing. 5) companies that would like to use our servis as part of their team building policy. MARKETING AND ADVERTISING Our main marketing instruments are planned to be the following: online marketing, direct sales, and presentations. To get into focus of our potential customers we intend to use the marketing strategies, such as web advertisements, social web communities marketing, direct mailing, and phone calls. The plan of 20 our active marketing campaign to promote our services includes developing a landing page. Our web-banners are going to be placed on the web-sites related to music, for instance, music streaming services or music web blogs. The same banners are going to be placed on the sites devoted to tourism and leisure tours, on the pages of online newspapers or magazines. We plan to spend money to pay for Google contextual advertising, to attract the attention of users who search information related to tourism and excursions in general or, places and music bands mentioned on our website. To remain in focus of potential clients and to promote our services we have intention to try conducting raffle on local radio stations providing our services as prizes. In addition we may spend money on YouTube ads played before a music video. Paying for SEO (Search Engine Optimization) will help to advance in the search results of Google, Bing, Yahoo, Aol queries. Taking part at the exhibitions related to tourism might draw attention of potential clients to our services. Upon successful launching of our website and application we keep in mind to develop and maintain Facebook, Twitter, Instagram and Google+ pages to provide customers with full information concerning our service. We believe that our key marketing strategy is likely to be online marketing and direct sales. COMPETITION As to the present date, the market of tourism is congested but the key difference is that many companies provide tours or excursion services only. There are many companies distributing the tickets to music events. By combining both we will be able to occupy a relatively free niche with very few competitors in it. In order to take superior positions on the market comparing to other competitors, we intend to provide the exclusive features as to: 1) provide our customers with leisure tours including transfer and admission to a music event; 2) provide accommodation, if mentioned - catering; 3) provide guided excursion around particular areas related to music; 4) provide customers with both online services and consulting on services in the office; We strongly believe that narrowing preferences to particular music genres and will result in growth of customers network and growth of profitability. REVENUE We aim to make revenues on: Selling leisure tours to music events and excursions. Depending on their preferences our customers will be able to choose between buying a complex tour or one or two services a customer might need, for instance admission tickets only. Selling advertising space on the website (or in pop-up ads of the mobile application) concerning music (such as music albums) or tourism (such as touristic gear). Selling music bands or artists merchandise upon executing a corresponding agreement with band or artist managers. Our service will be offered at prices marked-up from 20% to 30% of the tour costs. Our clients will be asked to 100% prepay for the Service. Clients will be offered to choose any payment options they like. INSURANCE We do not maintain any insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, if we are made a party of a products liability action, we may not have sufficient funds to defend the litigation. If that occurs a judgment could be rendered against us that could cause us to cease operations. 21 EMPLOYEES; IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES. We are a development stage company and currently have no employees. August Petrov, our sole officer and director, in a non-employee officer and director of the Company. We intend to hire employees on an as needed basis. OFFICES Our business office is located at Husovo namesti 7, Okres Praha - Zapad, Czech Republic 25301. This is the office provided by our President and Director, August Petrov. Our phone number is 702-970-3370. We do not pay any rent to Mr. Petrov and there is no agreement to pay any rent in the future. Our telephone number is 702-970-3370. GOVERNMENT REGULATION We will be required to comply with all regulations, rules, and directives of governmental authorities and agencies applicable to our business in any jurisdiction which we would conduct activities. We do not believe that regulation will have a material impact on the way we conduct our business. LEGAL PROCEEDINGS During the past ten years, none of the following occurred with respect to the President of the Company: (1) 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; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the commodities futures trading commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated. We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions. DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS The name, age and titles of our executive officer and director are as follows: Name and Address of Executive Officer and/or Director Age Position ----------------------- --- -------- August Petrov 29 President, Treasurer, Secretary and Husovo namesti 7, Okres Praha - Director (Principal Executive, Zapad, Czech Republic 25301 Financial and Accounting Officer) August Petrov has acted as our President, Treasurer, Secretary and sole Director since we incorporated on October 16, 2014. Mr. Petrov owns 100% of the outstanding shares of our common stock. As such, it was unilaterally decided that Mr. Petrov was going to be our sole President, Chief Executive Officer, Treasurer, and Chief Financial Officer, Chief Accounting Officer, Secretary and sole member of our board of directors. Mr. Petrov graduated from Berlin University of the Arts, Faculty of Musik, and Chair of Event Management in 2010. Since 2010 he has been working as the sole proprietor of concert agency "EtapaAkce" in Prague, Czech Republic. We believe that Mr. Petrov's specific experience, qualifications and skills will enable to develop our business. 22 During the past ten years, Mr. Petrov has not been the subject to any of the following events: 1. Any bankruptcy petition filed by or against any business of which Mr. Petrov was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time. 2. Any conviction in a criminal proceeding or being subject to a pending criminal proceeding. 3. An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Mr. Petrov's involvement in any type of business, securities or banking activities. 4. Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated. 5. Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity; 6. Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; 7. Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: i. Any Federal or State securities or commodities law or regulation; or ii. Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or iii. Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or 8. Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. TERM OF OFFICE Our Director is appointed to hold office until the next annual meeting of our stockholders or until his respective successor is elected and qualified, or until he resigns or is removed in accordance with the provisions of the Nevada Revised Statues. Our officers are appointed by our Board of Directors and hold office until removed by the Board or until their resignation. DIRECTOR INDEPENDENCE Our Board of Directors is currently composed of one member, August Petrov, who does not qualify as an independent director. In addition, our board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Had our Board of Directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director's business and personal activities and relationships as they may relate to us and our management. 23 COMMITTEES OF THE BOARD OF DIRECTORS Our Board of Directors has no committees. We do not have a standing nominating, compensation or audit committee. EXECUTIVE COMPENSATION MANAGEMENT COMPENSATION The following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officer from inception on October 16, 2014 until September 30, 2015: SUMMARY COMPENSATION TABLE

There are no current employment agreements between the Company and its Officer. Mr. Petrov currently devotes approximately twenty hours per week to manage the affairs of the Company. He has agreed to work with no remuneration until such time as the company receives sufficient revenues necessary to provide management salaries. At this time, we cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amount of the compensation will be. There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any. DIRECTOR COMPENSATION The following table sets forth director compensation for the period From Inception (October 16, 2014) to September 30, 2015:

24 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS August Petrov will not be paid for any underwriting services that he performs on our behalf with respect to this offering. Other than Mr. Petrov' purchase of founders shares from the Company as stated below, there is nothing of value (including money, property, contracts, options or rights of any kind), received or to be received, by Mr. Petrov, directly or indirectly, from the Company. On June 6, 2015, we issued a total of 5,000,000 shares of restricted common stock to August Petrov, our sole officer and director in consideration of $5,000. Further, Mr. Petrov has advanced funds to us. As of September 30, 2015, Mr. Petrov has advanced to us $3,617. Mr. Petrov will not be repaid from the proceeds of this offering. There is no due date for the repayment of the funds advanced by Mr. Petrov. Mr. Petrov will be repaid from revenues of operations if and when we generate sufficient revenues to pay the obligation. There is no assurance that we will ever generate sufficient revenues from our operations. The obligation to Mr. Petrov does not bear interest. There is no written agreement evidencing the advancement of funds by Mr. Petrov or the repayment of the funds to Mr. Petrov. The entire transaction was oral. We have a verbal agreement with Mr. Petrov that, if necessary, he will loan the company funds to complete the registration process. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of October 23, 2015 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) our director, and or (iii) our officer. Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown. Name and Address of Amount and Nature of Percent Title of Class Beneficial Owner Beneficial Ownership of class -------------- ---------------- -------------------- -------- Common Stock August Petrov 5,000,000 shares 100 Husovo namesti 7, Okres Praha - of common stock Zapad, Czech Republic 25301 (direct) (1) A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As of October 23, 2015, there were 5,000,000 shares of our common stock issued and outstanding. FUTURE SALES BY EXISTING STOCKHOLDERS A total of 5,000,000 shares of common stock were issued to our sole officer and director, all of which are restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. Under Rule 144, the shares can be publicly sold, subject to volume restrictions and restrictions on the manner of sale. Such shares can only be sold after six months provided that the issuer of the securities is, and has been for a period of at least 90 days immediately before the sale, subject to the reporting 25 requirements of section 13 or 15(d) of the Exchange Act. Shares purchased in this offering, which will be immediately resalable, and sales of all of our other shares after applicable restrictions expire, could have a depressive effect on the market price, if any, of our common stock and the shares we are offering. There is no public trading market for our common stock. To be quoted on the OTCBB a market maker must file an application on our behalf to make a market for our common stock. As of the date of this Registration Statement, we have not engaged a market maker to file such an application, that there is no guarantee that a market marker will file an application on our behalf, and that even if an application is filed, there is no guarantee that we will be accepted for quotation. PLAN OF DISTRIBUTION We are registering 5,000,000 shares of our common stock for sale at the price of $0.02 per share. This is a self-underwritten offering, and Mr. Petrov, our sole officer and director, will sell the shares directly to family, friends, business associates and acquaintances, with no commission or other remuneration payable to him for any shares they may sell. There are no plans or arrangements to enter into any contracts or agreements to sell the shares with a broker or dealer. In offering the securities on our behalf, he will rely on the safe harbor from broker dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934. Mr. Petrov will not register as a broker-dealer pursuant to Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets forth those conditions, as noted herein, under which a person associated with an Issuer may participate in the offering of the Issuer's securities and not be deemed to be a broker-dealer: 1. Our sole officer and director is not subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Act, at the time of his participation; and, 2. Our sole officer and director will not be compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; and 3. Our sole officer and director is not, nor will he be at the time of his participation in the offering, an associated person of a broker-dealer; and 4. Our sole officer and director meets the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that he (A) primarily perform, or intend primarily to perform at the end of the offering, substantial duties for or on behalf of our company, other than in connection with transactions in securities; and (B) he is not a broker or dealer, or been an associated person of a broker or dealer, within the preceding twelve months; and (C) has not participated in selling and offering securities for any issuer more than once every twelve months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii). Our sole officer and director does not intend to purchase any shares in this offering. This offering is self-underwritten, which means that it does not involve the participation of an underwriter or broker, and as a result, no broker for the sale of our securities will be used. In the event a broker-dealer is retained by us to participate in the offering, we must file a post-effective amendment to the registration statement to disclose the arrangements with the broker-dealer, and that the broker-dealer will be acting as an underwriter and will be so named in the prospectus. Additionally, FINRA must approve the terms of the underwriting compensation before the broker-dealer may participate in the offering. 26 To the extent required under the Securities Act, a post-effective amendment to this registration statement will be filed disclosing the name of any broker-dealers, the number of shares of common stock involved, the price at which the common stock is to be sold, the commissions paid or discounts or concessions allowed to such broker-dealers, where applicable, that such broker-dealers did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus and other facts material to the transaction. We are subject to applicable provisions of the Exchange Act and the rules and regulations under it, including, without limitation, Rule 10b-5 and a distribution participant under Regulation M. All of the foregoing may affect the marketability of the common stock. All expenses of the registration statement including, but not limited to, legal, accounting, printing and mailing fees are and will be borne by us. PENNY STOCK REGULATIONS You should note that our stock is a penny stock. The SEC has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock. PROCEDURES FOR SUBSCRIBING If you decide to subscribe for any shares in this offering, you must - execute and deliver a subscription agreement; and - deliver a check or certified funds to us for acceptance or rejection. All checks for subscriptions must be made payable to "AP Event Inc." The Company will deliver stock certificates attributable to shares of common stock purchased directly to the purchasers. RIGHT TO REJECT SUBSCRIPTIONS We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned 27 immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected with letter by mail within 48 hours after we receive them. DESCRIPTION OF SECURITIES GENERAL Our authorized capital stock consists of 75,000,000 shares ofCompany’s common stock, par value $0.001 per ~~share. As~~share (the “Common Stock”) owned by Mr. Petrov to LB Media Group, LLC a Colorado limited liability Company (“LB Media”). The sale of ~~October~~the Shares, which represented approximately eighty percent (80%) of the outstanding common stock of the Company, represented a change in control of the Company. In connection with the sale, Mr. Petrov resigned as officer and director of the Company and forgave and discharged any indebtedness of any kind owed to him by the Company.

On March 23, ~~2015, there were~~2017, the Registrant consummated an Agreement and Plan of Merger (the “Merger Agreement”) with LB Media, the principal stockholder of the Registrant, and LB Acquisition Corp., a Colorado corporation a wholly-owned subsidiary of the Registrant (“Acquisition”) whereby Acquisition was merged with and into LB Media (the “Merger”) in consideration for: cash in the amount of Six Hundred Thousand Dollars ($600,000); 2,351,355 newly-issued, pre-split shares of the Company’s Common Stock (the “Merger Shares”); and 324,327 pre-split shares of the Company’s Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Shares,” and collectively with the Merger Shares, the “Merger Consideration”). The Series A Shares initially convert at the rate of one vote per share (the “Series A Conversion Rate”) and provides that the Series A Conversion Rate shall be adjusted based upon the number of shares outstanding such that the holders of the Series A Shares would not hold less than, fifty-five percent (55%) of the number of outstanding shares of Common Stock on a fully-diluted basis. Pursuant to the terms of the Merger Agreement, LB Media agreed to retire 5,000,000 shares of our common stock issued and outstanding those were held by one registered stockholder of record and no shares of preferred stock issued and outstanding. Our sole officer and director, August Petrov owns all 5,000,000 shares of our common stock currently issued and outstanding. COMMON STOCK The following is a summary of the material rights and restrictions associated with our common stock. The holders of our common stock currently have (i) equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Board of Directors of the Company; (ii) are entitled to share ratably in all of the assetsCommon Stock of the Company ~~available for distribution~~held immediately prior to ~~holders~~the Merger.

Simultaneously with the Merger, the Registrant accepted subscriptions in a private placement offering (the “Offering”) of ~~common stock upon liquidation, dissolution or winding up~~its Common Stock at a purchase prices of ~~the affairs of the Company (iii) do not have preemptive, subscription or conversion rights~~$0.12 and ~~there are no redemption or sinking fund provisions or rights applicable thereto; and (iv) are entitled to one non-cumulative vote~~$0.15 per share, ~~on all matters on which stock holders may vote. Please refer~~offered pursuant to ~~the Company's Articles~~Regulation D of Incorporation, Bylaws and the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of the Company's securities. PREFERRED STOCK We do not have an authorized class of preferred stock. WARRANTS We have not issued and do not have any outstanding warrants to purchase shares of our common stock. OPTIONS We have not issued and do not have any outstanding options to purchase shares of our common stock. CONVERTIBLE SECURITIES We have not issued and do not have any outstanding securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock. DIVIDEND POLICY We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future. INDEMNIFICATION Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a 28 manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada. Regarding indemnification for liabilities arising under the Securities Act of 1933, ~~which may be permitted to directors or officers under Nevada law, we are informed that,~~as amended (the “Securities Act”) for the aggregate offering amount of $600,000. The Company also accepted a subscription from a single investor in the ~~opinion~~amount of Two Hundred Fifty Thousand Dollars ($250,000) for 27,027 shares of the Registrant’s Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Shares”) also in accordance with Rule 506 of Regulation D of the Securities ~~and Exchange Commission, indemnification is against public policy, as expressed~~Act. The Series B Shares convert, following six months after issuance, into shares of Common Stock at the post-Split rate of sixteen (16) votes per share. The Series B Shares cannot be converted by the investor if such conversion would result in the Act and is, therefore, unenforceable. INTERESTS OF NAMED EXPERTS AND COUNSEL No expert or counsel named in this prospectus as having prepared or certified any part of this Prospectus or having given an opinion upon the validityinvestor owning more than 4.99% of the ~~securities being registered or upon other legal matters in connection with the registration or offering~~outstanding common stock.

On March 24, 2017, the Registrant amended its Articles of Incorporation (the “Amendment”) to (i) change its name to LeafBuyer Technologies, Inc., (ii) to increase the number of its authorized shares of capital stock from 75,000,000 to 160,000,000 shares of which 150,000,000 shares were designated common stock, ~~was employed on~~par value $0.001 per share (the “Common Stock”) and 10,000,000 shares were designated “blank check” preferred stock, par value $0.001 per share (the “Preferred Stock”) and (iii) to effect a ~~contingency basis, or had, or is~~forward split such that 9.25 shares of Common Stock were issued for every 1 share of Common Stock issued and outstanding immediately prior to ~~receive,~~the Amendment (the “Split”).

Table of Contents

Business Overview

Leafbuyer.com Platform

LB Media Group, LLC introduced Leafbuyer.com in connection with the offering, a substantial interest directly or indirectly, in the Company or any of its parents or subsidiaries. Nor was any such person connected with AP Event Inc. or any of its parents or subsidiaries2013 as a ~~promoter, managing or principal underwriter, voting trustee, director, officer, or employee. EXPERTS Paritz & Company P.A.,~~consumer portal that would allow cannabis consumers to find the best deals and information from their favorite local dispensary. The platform also allowed cannabis businesses to attract new customers by posting more information and better cannabis deals. As the market has matured and our independent registered public accounting firm, has audited and reviewed our unaudited financial statements included in this prospectus and registration statement to the extent and for the periods set forth inclients have become more sophisticated, their audit report. Paritz & Company P.A. has presented its report with respect to our audited financial statements. LEGAL MATTERS Law Office of Joseph Pittera has opined on the validity of the shares of common stock being offered hereby. AVAILABLE INFORMATION Weneeds have not previously been required to comply with the reporting requirements of the Securities Exchange Act. We have filed with the SEC a registration statement on Form S-1 to register the securities offered by this prospectus. For future information about us and the securities offered under this prospectus, you may refer to the registration statement and to the exhibits filed as a part of the registration statement. In addition, after the effective date of this prospectus, we will be required to file annual, quarterly and current reports, or other information with the SEC as provided by the Securities Exchange Act. You may read and copy any reports, statements or other information we file at the SEC's public reference facility maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Our SEC filings are available to the public through the SEC Internet site at www.sec.gov. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE We have had no changes in or disagreements with our independent registered public accountant. 29 FINANCIAL STATEMENTS Our fiscal year end is June 30, 2015. We will provide audited financial statements to our stockholders on an annual basis; the statements will be prepared by us and audited by Paritz & Company P.A.. Our financial statements from inception to June 30, 2015, immediately follow: INDEX TO AUDITED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm F-1 Balance Sheet - As At June 30, 2015. F-2 Statement of Operations - For the period from Inception (October 16, 2014) to June 30, 2015. F-3 Statement of Cash Flows - For the period from Inception (October 16, 2014) to June 30, 2015. F-4 Statement Of Changes In Stockholder's Deficit - For the period from inception (October 16, 2014) to June 30, 2015 F-5 Notes to Audited Financial Statements F-6 30 Paritz & Company, P.A 15 Warren Street, Suite 25 Certified Public Accountants Hackensack, New Jersey 07601 (201) 342-7753 Fax: (201) 342-7598 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors AP Event, Inc. We have audited the accompanying balance sheet of AP Event Inc. (the Company) as of June 30, 2015 and the related statements of operations, changes in stockholders' equity and cash flows for the period October 16, 2014 (Inception) to June 30, 2015. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.changed. The Company is ~~not required~~now focused on developing multiple technology solutions to help our customers achieve their objectives. Resources are being put into broadening the platform in several key features. The fully-developed Leafbuyer platform will host many tools for our clients to attract, retain and grow customers. We plan to expand the platform into a full-service solution that can monetize any type of technology need a client may have.

The site’s sophisticated vendor dashboard pairs vendor data with consumer needs to find exactly what deals, products or menu items the consumer is looking for. Vendors engage consumers through a robust 24/7 real-time dashboard that allows updates on menus, specials, jobs, and tracks return on investment reporting.

We operate in a rapidly evolving and highly regulated industry that, as has been estimated by some, will exceed $30 billion in revenue by the year 2020. We have ~~nor were~~been and will continue to be aggressive in pursuing opportunities that we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriatebelieve will benefit us in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. The accompanyinglong-term.

Our condensed consolidated financial statements have been prepared assuming that ~~the Company~~we will continue as a going concern. As discussed in Note 2 to the financial statements, The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company has incurred a cumulative net loss from inception (October 16, 2014) through June 30, 2015 of $4,607. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of AP Event Inc. as of June 30, 2015, and the results of its operations and cash flows for the period October 16, 2014 (Inception) to June 30, 2015 in conformity with accounting principles generally accepted in the United States of America. /s/ Paritz & Company, P.A. ---------------------------------------- Hackensack, New Jersey September 1, 2015 F-1 AP EVENT INC. Balance Sheet June 30, 2015 CURRENT ASSETS Cash $ 4,510 -------- TOTAL ASSETS $ 4,510 ======== LIABILITIES Current Liabilities: Accrued Expenses $ 3,500 Note Payable - Related Party 617 -------- TOTAL LIABILITIES 4,117 STOCKHOLDERS' EQUITY Common stock: authorized 75,000,000; $0.001 par value; 5,000,000 shares issued and outstanding 5,000 Accumulated deficit (4,607) -------- Total Stockholders' Equity 393 -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 4,510 ======== The accompanying notes are an integral part of these financial statements F-2 AP EVENT INC. Statement of Operations For the period from Inception (October 16, 2014) to June 30, 2015. REVENUES $ -- -------- Operating Expenses: General & Administrative Expenses 4,607 -------- Total Expenses 4,607 -------- Loss Before Income Tax (4,607) Provision for Income Tax -- -------- Net loss for Period $ (4,607) ======== Net loss per share: Basic and diluted $ (0.01) ======== Weighted average number of shares outstanding: Basic and diluted 445,736 ======== The accompanying notes are an integral part of these financial statements F-3 AP EVENT INC. Statement of Cash Flows For the period from Inception (October 16, 2014) to June 30, 2015. Operating activities: Net (Loss) $ (4,607) Changes in operating liabilities: Accrued Expenses 3,500 -------- Net cash used in operating activities (1,107) -------- Financing activities: Proceeds from issuance of common stock 5,000 Loans from Shareholders 617 -------- Net cash provided by financing activities 5,617 -------- Net increase in cash 4,510 Cash, beginning of period -- -------- Cash, end of period $ 4,510 ======== The accompanying notes are an integral part of these financial statements F-4 ~~AP EVENT INC. Statement of Changes In Stockholders' Equity For the period from inception (October 16, 2014) to June 30, 2015~~

~~The accompanying notes are an integral part of these financial statements F-5~~ AP EVENT INC. Notes to the Financial Statements NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION AP EVENT INC.(the "Company") is a for profit corporation established under the corporation laws in the State of Nevada, United States of America on October 16, 2014. Since inception the Company has devoted substantially all of its efforts to establishing a new business. While operations have not commenced, the Company has generated expenses and no revenue from the limited efforts. The Company's activities are subject to significant risks and uncertainties including failure to secure additional funding to properly execute the company's business plan. The Company has adopted a June 30 fiscal year end. Basis of Presentation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. NOTE 2 - GOING CONCERN The Company's financial statements as of June 30, 2015 been prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The ~~Company has~~condensed consolidated financial statements do not ~~yet established an ongoing source~~include any adjustment that might result from the outcome of this uncertainty.

Comparison of results of operations for the three months ended March 31, 2018 and 2017

	Three months ended March 31,
	2018			2017			Change			%
Sales revenue	$	287,224		$	231,504		$	55,720			24	%

Total operating expenses		1,114,795			339,820			774,975			228	%

Interest expense		(12,919	)		(39	)		(12,880	)		33,026	%

Other income (expense)		-			-			-

Net loss	$	(840,490	)	$	(108,355	)	$	(732,135	)		676	%

Sales Revenue, Cost of Revenue and Gross Profit

Revenues increased for the three months ended March 31, 2018 compared to the same period in 2017 as we expanded our customer base and continued to implement our growth plan. Cash received from customers increased by 42% for the three months ended March 31, 2018 compared to the same period in 2017. However, the growth in GAAP basis revenue was lower due solely to the timing of recognition of deferred revenue. Through our national network of cannabis deals and information, we are able to reach millions of consumers monthly and are looking to continue to expand our presence in the marketplace.

Operating expenses

	Three months ended March 31,
	2018			2017			Change			%
Selling expenses		$	53,966		$	450		$	53,516		11,892	%
General and administrative			1,060,829			339,370			721,459		213	%
		$	1,114,795		$	339,820		$	774,975		228	%

Table of Contents

The increase in operating expenses during the three months ended March 31, 2018 compared to 2017 was driven by our growth and expansion, particularly on the personnel side as we added new staff. In addition, we incurred additional costs related to operating as a publicly traded company in 2018 than we incurred in 2017.

Comparison of results of operations for the nine months ended March 31, 2018 and 2017

	Nine months ended March 31,
	2018			2017			Change			%
Sales revenue	$	785,969		$	715,158		$	70,811			10	%

Total operating expenses		2,083,962			751,415			1,332,547			177	%

Interest expense		(12,949	)		(39	)		(12,909	)		(33,100	)%

Other income (expense)		-			1,438			(1,438	)		100	%

Net loss	$	(1,310,941	)	$	(34,858	)	$	(1,276,083	)		(3,661	)%

Sales Revenue, Cost of Revenue and Gross Profit

Revenues increased for the nine months ended March 31, 2018 compared to the same period in 2017 as we expanded our customer base and continued to implement our growth plan. Cash received from customers increased by 36% for the nine months ended March 31, 2018 compared to the same period in 2017. However, the growth in GAAP basis revenue was lower due solely to the timing of recognition of deferred revenue. Through our national network of cannabis deals and information, we are able to reach millions of consumers monthly and are looking to continue to expand our presence in the marketplace.

Operating Expenses

	Nine months ended March 31,
	2018			2017			Change			%
Selling expenses		$	138,821		$	450		$	138,371		30,749	%
General and administrative			1,945,141			750,965			1,194,176		159	%
		$	2,083,962		$	751,415		$	1,332,547		177	%

The increase in operating expenses during the nine months ended March 31, 2018 compared to 2017 was driven by our growth and expansion, particularly on the personnel side as we added new staff. In addition, we incurred additional costs related to operating as a publicly traded company in 2018 than we incurred in 2017.

Liquidity and Capital Resources

At March 31, 2018 we had $195,593 in cash and cash equivalents. Our cash flows from operating and financing activities were as follows:

Cash Flows

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

	Nine months ended March 31,
	2018				2017
Net cash used in operating activities		$	(881,690	)		$	(65,394	)
Net cash used in investing activities			-				(1,500	)
Net cash provided by financing activities		$	912,603			$	238,935

Table of Contents

Working Capital

Working capital is the amount by which current assets exceed current liabilities. We had negative working capital of $573,779 and working capital of $94,965, respectively, as of March 31, 2018 and June 30, 2017. The decrease in working capital is due to the increase in current portion of debt and deferred revenue at March 31, 2018.

Inflation

Although our operations are influenced by general economic conditions, we do not believe that inflation had a material effect on our results of operations during the nine month period ended March 31, 2018.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements as of March 31, 2018 and June 30, 2017.

Critical Accounting Estimates

Our condensed consolidated financial statements and accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires management to make estimates, judgments and assumptions that affect reported amounts of assets, liabilities, revenues ~~sufficient~~and expenses. We continually evaluate the accounting policies and estimates used to ~~cover its operating costs~~prepare the condensed consolidated financial statements. The estimates are based on historical experience and ~~allow it~~assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates made by management. Certain accounting policies that require significant management estimates and are deemed critical to our results of operations or financial position are discussed in our Transitional Annual Report on Form 10-KT for the transition period from January 1, 2017 through June 30, 2017 in the Critical Accounting Policies section of Management’s Discussion and Analysis of Financial Condition and Results of Operations.

There is substantial doubt about our ability to continue as a going concern. ~~The Company has incurred a cumulative net loss from inception (October 16, 2014) through June 30, 2015 of $4,607. These factors among others raise substantial doubt about the~~Our ability ~~of the company~~ to continue as a going concern is dependent upon our 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 believes that actions presently being taken to further implement our business plan and generate additional revenues 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.

Critical Accounting Policies

Our unaudited condensed consolidated interim financial statements are affected by the accounting policies used and the estimates and assumptions made by management during their preparation. A complete summary of these policies is included in Note 2 of the notes to our unaudited interim condensed consolidated financial statements. We have identified below the accounting policies that are of particular importance in the presentation of our financial position, results of operations and cash flows, and which require the application of significant judgment by our management. Management has carefully considered the recently issued accounting pronouncements that altered generally accepted accounting principles and does not believe that any other new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term.

Table of Contents

The Company’s wholly-owned subsidiary, LB Media Group, LLC has evolved and grown from a listing technology company focused on helping consumers find local cannabis-related retail establishments, into a next generation mobile location data and offer-driven deals site. The Company’s website, Leafbuyer.com, is the most comprehensive online source for cannabis deals and specials, Leafbuyer.com connects consumers with dispensaries. Leafbuyer works alongside businesses to showcase their unique products and build a network of loyal patrons. Leafbuyer’s national network of cannabis deals and information reaches millions of consumers monthly. Leafbuyer is the official cannabis deals platform of thecannabist.co (owned by the Denver Post) and westword.com.

We operate in a rapidly evolving and highly regulated industry that, as has been estimated by some, will exceed $30 billion in revenue by the year 2020. We have been and will continue to be aggressive in pursuing opportunities that we believe will benefit us in the long-term.

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

Results of Operations for the Six months ended June 30, 2017 versus June 30, 2016 (unaudited)

Revenues

During the six months ended June 30, 2017, we generated $466,267 of revenues, compared to revenues of $221,178 during the six months ended June 30, 2016.

Expenses

During the six months ended June 30, 2017, we incurred total expenses of $807,002, including $806,332 in general and administrative expenses, $450 in selling expenses, and $220 in interest expense. During the six months ended June 30, 2016, we incurred total expenses of $282,011, all of which were general and administrative expenses.

Net Loss

During the six months ended June 30, 2017 we incurred a net loss of $340,735, compared to a net loss of $60,833 for the six months ended June 30, 2016.

Liquidity and Capital Resources

As of June 30, 2017, we had $164,680 in cash and cash equivalents, $30,867 in prepaid expenses and deposits, $1,500 in fixed assets, $45,049 in accrued liabilities, $55,533 in deferred revenue and had a working capital surplus of $94,965. We are dependent on funds raised through equity financing. Our cumulative net loss of $985,535 was funded by equity financing. Since our inception, we have raised gross proceeds of $1,055,000 in cash from the sale of our securities. We anticipate that we will incur substantial losses for the foreseeable future.

During the six months ended June 30, 2017, we used $351,831 in operating activities. During the six months ended June 30, 2016, we generated $36,881 from operating activities. Our increase in cash spending on operating activities during the six months ended June 30, 2017 was primarily due to the large incremental costs of becoming a public entity, combined with additional costs incurred as our business grew. Specifically, payroll costs grew rapidly during the six months ended June 30, 2017.

During the six months ended June 30, 2017, we invested $1,500 in office equipment. In 2016 we did not engage in any investing activities.

During the six months ended June 30, 2017, we made distributions of $600,000 to officers of LB Media in connection with the Merger Agreement and we received $1,055,000 in cash from financing activities from the issuance of our common and preferred stock. During the six months ended June 30, 2016, we did not receive cash from financing activities from the issuance of our common and preferred stock.

Table of Contents

Our increase in cash and cash equivalents for the six months ended June 30, 2017 was mainly due to the increase in cash from financing activities.

During the six months ended June 30, 2017, our monthly cash requirements to fund our operating activities, was approximately $14,000, compared to approximately $1,600 during the six months ended June 30, 2016. In the absence of the continued sale of our common and preferred stock or advances from related parties, our cash of $164,680 as of June 30, 2017 is sufficient to cover our current monthly burn rate for three months and to pay our accrued liabilities balance of $45,049.

Results of Operations for the Year ended December 31, 2016 versus December 31, 2015

Revenues

During the year ended December 31, 2016, we generated $704,832 of revenues, compared to revenues of 491,312 for the year ended December 31, 2015.

Expenses

During the year ended December 31, 2016 we incurred total expenses of $693,606, all of which were general and administrative expenses. During the year ended December 31, 2015, we incurred total expenses of $469,276, all of which were general and administrative expenses.

Net Loss

During the year ended December 31, 2016 we had a net income of $12,664, compared to a net income of $22,036 for the year ended December 31, 2015.

Liquidity and Capital Resources

As of December 31, 2016, we had $63,011 in cash and cash equivalents, $14,915 in prepaid expenses and deposits, $53,827 in accrued liabilities, $41,899 in deferred revenue and had a working capital deficit of $17,800.

During the year ended December 31, 2016, we generated $58,598 from operating activities. During the year ended December 31, 2015, we used $8,622 in operating activities. Our increase in cash spending on operating activities during the year ended December 31, 2016 was primarily due to an increase in accrued expenses during the year.

During the years ended December 31, 2016 and 2015, we did not engage in any investing activities.

During the year ended December 31, 2016, we made distributions of $18,301 to officers of LB Media compared to $16,372 in distributions made to officers of LB Media during the year ended December 31, 2015. We did not receive any funds related to financing activities during the years ended December 31, 2016 or 2015.

Our increase in cash and cash equivalents for the year ended December 31, 2016 was mainly due to the increase in accrued liabilities during the year.

Future Financings

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Table of Contents

Critical Accounting Policies

Our 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.

Foreign Currency Translation

Our audited financial statements are presented in United States dollars. Transactions in currencies other than the U.S. dollar are translated into U.S. dollars at the exchange rate in effect at the balance sheet date for monetary assets and liabilities, and at historical exchange rates for non-monetary assets and liabilities. Expenses are translated at the average rates for the period, excluding amortization, which is translated on the same basis as the related assets. Resulting translation gains or losses are reflected in net loss.

Comparison of results of operations for the three months ended December 31, 2017 and 2016

	Three months ended December 31,
	2017			2016		Change			%
Sales revenue	$	262,173		$	256,385	$	5,788			2	%

Total operating expenses		502,866			242,277		260,589			108	%

Interest expense		--			--		--			--	%
Other		57			--		57			--	%

Net income (loss)	$	(240,636	)	$	14,108	$	(254,744	)		(1806	)%

Sales Revenue, Cost of Revenue and Gross Profit

Revenues increased for the three months ended December 31, 2017 compared to the same period in 2016 as we expanded our customer base and continued to implement our growth plan. Cash received from customers increased by 28% for the three months ended December 31, 2017 compared to the same period in 2016. However, the growth in GAAP basis revenue was lower due solely to the timing of recognition of deferred revenue. Through our national network of cannabis deals and information, we are able to reach millions of consumers monthly and are looking to continue to expand our presence in the marketplace.

Operating expenses

	Three months ended December 31,
	2017		2016		Change		%
Selling expenses	$	50,090	$	--	$	50,090		--	%
General and administrative		452,776		242,277		210,499		87	%
	$	502,866	$	242,277	$	260,589		108	%

The increase in operating expenses during the three months ended December 31, 2017 compared to 2016 was driven by our growth and expansion, particularly on the personnel side as we added new staff. In addition, we incurred additional costs related to operating as a publicly traded company in 2017 that we did not incur in 2016.

Table of Contents

Comparison of results of operations for the six months ended December 31, 2017 and 2016

	Six months ended December 31,
	2017			2016		Change			%
Sales revenue	$	493,688		$	483,654	$	10,034			2	%

Total operating expenses		969,166			411,596		557,570			135	%

Interest expense		(29	)		--		(29	)		--	%
Other income (expense)		5,057			1,438		3,619			252	%

Net income (loss)	$	(470,450	)	$	73,496	$	(543,946	)		(740	)%

Sales Revenue, Cost of Revenue and Gross Profit

Revenues increased for the six months ended December 31, 2017 compared to the same period in 2016 as we expanded our customer base and continued to implement our growth plan. Cash received from customers increased by 23% for the six months ended December 31, 2017 compared to the same period in 2016. However, the growth in GAAP basis revenue was lower due solely to the timing of recognition of deferred revenue. Through our national network of cannabis deals and information, we are able to reach millions of consumers monthly and are looking to continue to expand our presence in the marketplace.

Operating expenses

	Six months ended December 31,
			2017	2016			Change			%
Selling expenses		$	84,855		$	--		$	84,855		--	%
General and administrative			884,311			411,596			472,715		115	%
		$	969,166		$	411,596		$	557,570		135	%

The increase in operating expenses during the six months ended December 31, 2017 compared to 2016 was driven by our growth and expansion, particularly on the personnel side as we added new staff. In addition, we incurred additional costs related to operating as a publicly traded company in 2017 that we did not incur in 2016.

Liquidity and Capital Resources

At December 31, 2017 we had $197,080 in cash and cash equivalents. Our cash flows from operating and financing activities were as follows:

Cash Flows

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

	Six months ended December 31,
			2017		2016
Net cash (used in) provided by operating activities		$	(437,600	)		$	21,716
Net cash provided by (used in) financing activities			470,000				(11,065	)

Working Capital

Working capital is the amount by which current assets exceed current liabilities. We had negative working capital of $255,324 and working capital of $94,965, respectively, as of December 31, 2017 and June 30, 2017. The decrease in working capital is due to our net loss for that period.

Inflation

Although our operations are influenced by general economic conditions, we do not believe that inflation had a material effect on our results of operations during the six month period ended December 31, 2017.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements as of December 31, 2017 and June 30, 2017.

Table of Contents

Recent accounting guidance adopted

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Inflation

The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

(a) Dismissal of Independent Registered Public Accounting Firm

On May 11, 2017, Michael Gillespie & Associates, PLLC (“MGA”) was dismissed as the independent registered public accounting firm of Leafbuyer Technologies, Inc. (the “Company”). The Company’s Board of Directors approved the dismissal of MGA.

MGA’s reports on the Company’s financial statements for the years ended June 30, 2016 and 2015, respectively, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles other than going concern.

During the years ended June 30, 2016 and 2015, and through May 11, 2017, there were no disagreements with MGA on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of MGA, would have caused it to make reference thereto in connection with its reports on the financial statements for such years. During the years ended June 30, 2016 and 2015, and through May 11, 2017, there were no matters that were either the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.

The Company provided MGA with a copy of the foregoing disclosures and requested MGA to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not MGA agrees with the disclosures. A copy of MGA’s letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.

(b) New Independent Registered Public Accounting Firm

On May 12, 2017, the Company’s Board of Directors, acting in the capacity of an audit committee, engaged BF Borgers CPA PC (“Borgers”) as the Company’s new independent registered public accounting firm to act as the principal accountant to audit the Company’s financial statements. During the Company’s fiscal years ended June 30, 2016 and 2015, and through May 11, 2017, 2015, neither the Company, nor anyone acting on its behalf, consulted with Borgers regarding the application of accounting principles to a specific completed or proposed transaction or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided that Borgers concluded was an important factor considered by the Company in reaching a decision as to any such accounting, auditing or financial reporting issue.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by 17 C.F.R. 229 (10)(f)(i) and are not required to provide information under this item.

Table of Contents

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Our directors are elected at the annual meeting of shareholders to hold office until the annual meeting of shareholders for the ensuing year or until their successors have been duly elected and qualified. Officers are appointed by the Board of Directors and serve at the discretion of the Board of Directors. The directors and executive officers of the Registrant as of the date hereof are as follows:

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

Name	Age	Position	Director/Officer Since
Kurt Rossner	48	Chairman, Chief Executive Officer and President	March 23, 2017
Mark Breen	45	Chief Financial Officer and Director	March 23, 2017
Michael Goerner	48	Treasurer, Chief Technology Officer and Director	March 23, 2017

Kurt Rossner 48, Co-Founder, Chairman and Chief Executive Officer.

Prior to 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 the company’s operations and overall strategic direction. He holds a Bachelor of Science Degree in Economics from The Florida State University.

Mark Breen, 45, Co-Founder, Director and Chief Financial Officer

Prior 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 2013. Mr. Breen heads up the Company’s 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

Michael Goerner, 48, Co-Founder, Director and Chief Technology Officer

Prior to founding LB Media Group in May 2013, Mr. Goerner served as the C.T.O of WHIP Systems from March 2001 to May 2013. Mr. Goerner is responsible for the technology direction of the company and has significant experience with various Internet and IT companies. Prior thereto and from June 1998 through December 2000 to Mr. Goerner served as the Founder and C.T.O of Indigio Group. In the early 1990s he was involved in the early-stage development of successful Internet properties in the areas of online mapping, real estate, news media. Mr. Goerner has a Bachelor of Science Degree in Computer Science from Millersville University of Pennsylvania.

Family Relationships

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

Legal Proceedings

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

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;

Table of Contents

any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated any federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated;

any judicial or administrative proceedings resulting from involvement in mail or wire fraud or fraud in connection with any business activity;

and judicial or administrative proceedings based on violations of federal or state securities, commodities, banking or insurance laws and regulations, or any settlement to such actions; or

any disciplinary sanctions or orders imposed by a stock, commodities or derivatives exchange or other self-regulatory organization.

Section 16(a) Beneficial Ownership Compliance Reporting

Section 16(a) of the Exchange Act requires our directors, executive officers and persons who own more than 10% of our common stock to file reports regarding ownership of, and transactions in, our securities with the SEC and to provide us with copies of those filings. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended June 30, 2017 our directors, executive officers and 10% stockholders complied with all applicable filing requirements.

Code of Ethics

We have not yet adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions because we have not yet finalized the content of such a code.

Audit Committee

We do not have an audit committee. Our entire Board of Directors carries out the functions of the audit committee.

Our Board has determined that we do not have an audit committee financial expert on our Board carrying out the duties of the audit committee. The Board has determined that the cost of hiring a financial expert to act as a director and to be a member of the audit committee or otherwise perform audit committee functions outweighs the benefits of having an audit committee financial expert on the Board.

Nomination Procedures for Directors

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 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, 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 that our shareholder may recommend nominees to our Board of Directors.

Table of Contents

EXECUTIVE COMPENSATION

Officer Compensation

Executive Compensation

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 year ended June 30, 2017.

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

Kurt Rossner Chief Executive Officer and Director		2018 2017 2016		84,615 26,334 13,000		200,000 -		- - -		- - -		- - -		- - -		- - -		84,615 226,334 13,000

Mark Breen Chief Financial Officer, Director		2018 2017 2016		84,615 26,334 13,000		200,000 -		- - -		- - -		- - -		- - -		- - -		84,615 226,334 13,000

Michael Goerner, Treasurer, Director		2018 2017 2016		84,615 26,334 13,000		200,000 -		- - -		- - -		- - -		- - -		- - -		84,615 226,334 13,000

August Petrov, President, Chief Executive Officer, Treasurer, Director (1)		2017 2016		- -		- -		- -		- -		- -		- -		- -		- -

(1) Mr. Petrov resigned effective March 21, 2017.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits to our directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the Board of Directors or a committee thereof.

Compensation Committee

We currently do not have a compensation committee of the Board of Directors or a committee performing similar functions. It is the view of the Board that it is appropriate for us not to have such a committee because of our size and because the Board as a whole participates in the consideration of executive compensation. None of our executive officers served as a director or member of the compensation committee of any entity that has one or more executive officers serving on our Board.

Board Leadership Structure and Role in Risk Oversight

Although we have not adopted a formal policy on whether the Chairman and Chief Executive Officer positions should be separate or combined, we have traditionally determined that it is in the best interests of the Company and its shareholders to combine these roles. Kurt Rossner serves as our Chairman and Chief Executive Officer. We believe it is in the best interest of the Company to have the Chairman and Chief Executive Officer roles combined due to our small size and limited resources.

Table of Contents

Our 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 also ensures that risks undertaken by our company are consistent with the Board’s appetite for risk. While the Board 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 leadership structure supports this approach.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth the ownership, as of July 11, 2018 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 May 10, 2018, there were 41,175,228 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 the date of this registration statement.

Name and Address of Beneficial Owner (1)	Common Stock Beneficially Owned		Percentage of Common Stock (2)
Directors and Officers:
Kurt Rossner(3)		8,250,020		20	%
Mark Breen(3)		8,250,020		20	%
Michael Goerner(3)		8,250,020		20	%
All officers and directors as a group (five persons)		24,750,060		59.4	%

(1)

Except as otherwise indicated, the address of each beneficial owner is the Company’s address.

(2)

Applicable percentage ownership is based on 41,175,228 shares of common stock outstanding as of May 10, 2018 together with securities exercisable or convertible into shares of common stock within 60 days of such date, for each stockholder. Beneficial ownership is determined in accordance with the rules of the Commission and generally includes voting or investment power with respect to securities. Shares of common stock that are currently exercisable or exercisable within 60 days of May 10, 2018, are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

(3)

Includes 108,109 of common stock underlying 108,109 shares of Series A Preferred Stock.

Certain Relationships and Related Transactions, and Director Independence

We have not entered into any transactions with our officers, directors, persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of those persons wherein the amount involved in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1% of the average of our total assets for the last two fiscal years.

Table of Contents

Related Person Transaction Policy

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

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. None of our current directors meet this definition of independence.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Under our Articles of Incorporation, our directors will not be personally liable to us or to our shareholders for monetary damages for any breach of their fiduciary duty as a director, except liability for the following:

●

Any breach of their duty of loyalty to our Company or to our stockholders.

●

Acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law.

●

Unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in the Nevada Revised Statutes.

●

Any transaction from which the director derived an improper personal benefit.

We believe that these limitation of liability provisions are necessary to attract and retain qualified persons as directors and officers.

The limitation of liability provisions in our Articles of Incorporation may discourage shareholders from bringing a lawsuit against our directors for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other stockholders.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

WHERE YOU CAN FIND MORE INFORMATION

We are filing with the SEC a Registration Statement on Form S-1 under the Securities Act, of which this Prospectus is a part, covering the securities being offered. As permitted by the SEC, this Prospectus does not contain all of the information set forth in the Registration Statement or the exhibits and schedules filed therewith. For further information with respect to us and the securities covered by this Prospectus, please see the Registration Statement and the exhibits filed with the Registration Statement. A copy of the Registration Statement and the exhibits filed with the Registration Statement may be inspected without charge at the public reference room maintained by the SEC, located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-732-0330 for more information about the operation of the public reference room. The SEC also maintains an internet website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the website is www.sec.gov.

We are subject to the information and periodic reporting requirements of the Securities Exchange Act of 1934, and, in accordance therewith, we file periodic reports, proxy statements and other information with the SEC. Such periodic reports, proxy statements and other information are available for inspection and copying at the public reference room and website of the SEC referred to above. Such periodic reports, proxy statements and other information are also available for inspection and copying at our Company website. The address of our website is www.the Company.com.

Table of Contents

July 11, 2018

LEAFBUYER TECHNOLOGIES, INC.

4,317,841 Shares of Common Stock

PROSPECTUS

We have not authorized any dealer, salesperson or other person to give you written information other than this Prospectus or to make representations as to matters not stated in this Prospectus. You must not rely on unauthorized information. This Prospectus is not an offer to sell these securities or our solicitation of your offer to buy these securities in any jurisdiction where that would not be permitted or legal. Neither the delivery of this Prospectus nor any sales made hereunder after the date of this Prospectus shall create an implication that the information contained herein or the affairs of the Company have not changed since the date of this Prospectus.

Table of Contents

PART II – INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

We will pay all expenses in connection with the registration and sale of the common stock by the selling shareholder, who is an underwriter in connection with their offering of shares. The estimated expenses of issuance and distribution are set forth below:

Registration Fees	Approximately	$	774
Transfer Agent Fees	Approximately		2,000
Costs of Printing and Engraving	Approximately		1,000
Legal Fees	Approximately		10,000
Accounting and Audit Fees	Approximately		5,000
Total		$	18,774

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Subsection (1) of Section 78.7502 of the Nevada General Corporation Law empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party of any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorney’s fees), judgment, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit, or proceeding if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to be the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable ~~period~~cause to believe his or her conduct was unlawful.

Subsection (2) of ~~time.~~Section 78.7502 of the Nevada General Corporation Law empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in favor by reason of the fact that such person acted in any of the capacities set forth in subsection (1) enumerated above, against expenses (including amounts paid in settlement and attorney’s fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation except that no indemnification may be made in respect to any claim, issue, or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which such action or suit was brought determines that in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnify for such expenses which the court shall deem proper.

Subsection (3) of Section 78.7502 of the Nevada General Corporation Law provides that to the extent a director, officer, employee, or agent of a corporation has been successful in the defense of any action, suit, or proceeding referred to in subsection (1) and (2) or in the defense of any claim, issue, or matter therein, that person shall be indemnified against expenses (including attorney’s fees) actually and reasonable incurred by him or her in connection therein.

Table of Contents

Our articles of incorporation provides that, to the fullest extent that limitations on the liability of directors and officers are permitted by the Nevada Revised Statutes, no director or officer of the Company shall have any liability to the company or its stockholders for monetary damages. The Nevada Revised Statutes provide that a corporation's charter may include a provision which restricts or limits the liability of its directors or officers to the corporation or its stockholders for money damages except: (1) to the extent that it is provided that the person actually received an improper benefit or profit in money, property or services, for the amount of the benefit or profit in money, property or services actually received, or (2) to the extent that a judgment or other final adjudication adverse to the person is entered in a proceeding based on a finding in the proceeding that the person's action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding. Our articles of incorporation and bylaws provide that we shall indemnify and advance expenses to our currently acting and former directors to the fullest extent permitted by the Nevada Revised Statutes and that we shall indemnify and advance expenses to our officers to the same extent as our directors and to such further extent as is consistent with law.

The articles and bylaws provide that we will indemnify our directors and officers and may indemnify its employees or agents to the fullest extent permitted by law against liabilities and expenses incurred in connection with litigation in which they may be involved because of their offices with us. However, nothing in our articles of incorporation or bylaws protects or indemnifies a director, officer, employee or agent against any liability to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office. To the extent that a director has been successful in defense of any proceeding, the Nevada Revised Statutes provide that he shall be indemnified against reasonable expenses incurred in connection therewith.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Commission such indemnification is against public policy and is, therefore, unenforceable.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)

The exhibits listed on the Exhibit Index at the end of this Registration Statement are incorporated herein and filed as part of this registration statement.

(b)

Financial Statement Schedules.

No financial statement schedules have been provided because the information is not required or is shown either in the financial statements or the notes thereto.

ITEM 17. UNDERTAKINGS

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

Table of Contents

B.	The undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(a)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(b)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (Section 230.424(b) of Regulation S-K) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(c)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i)

If the registrant is relying on Rule 430B (§230.430B of this chapter):

(a)

Each prospectus filed by the registrant pursuant to Rule 424(b)(3) (§230.424(b)(3) of this chapter) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

Table of Contents

(b)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) (§230.424(b)(2), (b)(5), or (b)(7) of this chapter) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) (§230.415(a)(1)(i), (vii), or (x) of this chapter) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(ii)

If the registrant is subject to Rule 430C (§230.430C of this chapter), each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5)

That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

(i)

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(a)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§230.424 of this chapter);

Table of Contents

(b)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(c)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(d)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6)

The undersigned registrant hereby undertakes that:

(i)

For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(ii)

For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenwood Village, State of Colorado, on the 11th day of July, 2018.

	LEAFBUYER TECHNOLOGIES, INC.

Dated: July 11, 2018	/s/ Kurt Rossner

	By:	Kurt Rossner
	Its:	Chief Executive Officer

Table of Contents

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates stated.

Signature	Title	Date

/s/ Kurt Rossner Kurt Rossner	Chief Executive Officer and President (principal executive officer)	July 11, 2018

/s/ Mark Breen Mark Breen	Chief Financial Officer and Director (principal financial officer and principal accounting officer)	July 11, 2018

/s/ Michael Goerner Michael Goerner	Treasurer, Chief Technology Officer and Director	July 11, 2018

EXHIBIT INDEX

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	Specimen Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 filed on February 28, 2018).

4.2	Form of Subscription Agreement (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 23, 2017)

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)

5.1	Opinion of Counsel (1)

10.1	Leafbuyer Technologies, Inc. 2017 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 3.2 to the Company’s Registration Statement on Form S-8 filed on February 28, 2018).

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

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

23.2	Consent of Counsel (included as part of Exhibit 5.1 hereto).

24.1	Power of Attorney (included on the signature page hereto).

(1) Previously Filed.

Table of Contents

INDEX TO FINANCIAL STATEMENTS

	Page Number
Leafbuyer Technologies, Inc. Interim Financial Statements – March 31, 2018
Condensed Consolidated Balance Sheets as of March 31, 2018 (unaudited) and June 30, 2017	F-2
Condensed Consolidated Statements of Operations (Unaudited) for the Three Months Ended March 31, 2018 and 2017	F-3
Condensed Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended March 31, 2018 and 2017	F-4
Statements of Stockholders Equity (Unaudited) for the Period Ended March 31, 2018	F-5
Notes to Financial Statements	F-6

Leafbuyer Technologies, Inc Financial Statements-June 30, 2017
Report of Independent Registered Public Accounting Firm	F-14
Consolidated Balance Sheets as of June 30, 2017 and the Period Ended December 31, 2016	F-15
Consolidated Statements of Operations for the Year Ended June 30, 2017 and the Period Ended December 31, 2016	F-16
Statements of Cash Flows for the Year Ended June 30, 2017 and the Period Ended December 31, 2016	F-17
Consolidated Statements of Stockholders’ Deficit for the Year Ended June 30, 2017 and the Period Ended December 31, 2016	F-18
Notes to Financial Statements	F-19

F-1

Table of Contents

LEAFBUYER TECHNOLOGIES INC.

CONSOLIDATED BALANCE SHEETS

	March 31, 2018 (Unaudited)			June 30, 2017
ASSETS

Current assets:
Cash and cash equivalents	$	195,593		$	164,680
Accounts receivable		9,538			-
Inventory		3,652			-
Prepaid expenses and other current assets		218,414			30,867
Total current assets		427,197			195,547

Noncurrent assets:
Fixed assets, net		1,286			1,500
Total assets	$	428,483		$	197,047

LIABILITIES AND EQUITY
Current liabilities:
Accrued liabilities	$	88,650		$	45,049
Deferred revenue		121,723			55,533
Debt, current		790,603			-
Total current liabilities		1,000,976			100,582

Total liabilities		1,000,976			100,582

Commitments and contingencies (Note 6)		-			-

Equity:
Preferred stock, $.001 par value; 10,000,000 shares authorized; 6,750,000 shares issued and outstanding for class A convertible preferred stock and 160,000 and 250,000 shares issued and outstanding for class B convertible preferred stock at March 31, 2018 and June 30, 2017, respectively		6,910			7,000

Common stock, $.001 par value; 150,000,000 shares authorized; 40,205,663 shares issued and outstanding at March 31, 2018 and 38,000,663 shares issued and outstanding at June 30, 2017		40,205			38,000
Additional paid in capital		1,649,868			1,010,000
Accumulated deficit		(2,269,476	)		(958,535	)
Total equity (deficit)		(572,493	)		96,465

Total liabilities and equity	$	428,483		$	197,047

See accompanying notes to condensed consolidated financial statements.

F-2

Table of Contents

LEAFBUYER TECHNOLOGIES INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended March 31,						Nine Months Ended March 31,
	2018			2017			2018			2017

Sales revenue	$	287,224		$	231,504		$	785,969		$	715,158
Cost of sales		-			-			-			-
Gross profit		287,224			231,504			785,969			715,158

Operating expenses:
Selling expenses		53,966			450			138,821			450
General and administrative		1,060,829			339,370			1,945,141			750,965
Total operating expenses		1,114,795			339,820			2,083,962			751,415

Loss from operations		(827,571	)		(108,316	)		(1,297,993	)		(36,257	)

Other income (expense):
Interest expense		(12,919	)		(39	)		(12,948	)		(39	)
Other income		-			-			-			1,438
Other income (expense), net		(12,919	)		(39	)		(12,948	)		1,399

Net loss	$	(840,490	)	$	(108,355	)	$	(1,310,941	)	$	(34,858	)

Net loss per common share:
Basic and diluted	$	(0.02	)	$	(0.00	)	$	(0.03	)	$	(0.00	)

Weighted average common shares outstanding:
Basic and diluted		40,418,163			25,830,511			39,197,367			23,090,337

See accompanying notes to condensed consolidated financial statements

F-3

Table of Contents

LEAFBUYER TECHNOLOGIES INC.

CONSOLIDATED STATEMENTS OF CASH FLOW

(Unaudited)

	Nine Months Ended March 31,
	2018			2017
Cash flows from operating activities:
Net loss	$	(1,310,941	)	$	(34,858	)
Adjustments to reconcile net income to net cash used in operating activities:
Stock based compensation		239,133
Stock issued for services		280,850
Depreciation		214			-
Changes in assets and liabilities:
Accounts receivable		(9,538	)		-
Inventory		(3,652	)		-
Prepaid expenses and other		(187,547	)		1,644
Accounts payable and accrued liabilities		109,791			(32,180	)
Net cash used in operating activities		(881,690	)		(65,394	)

Cash flows from investing activities:
Acquisition of office equipment		-			(1,500	)
Net cash provided by (used in) investing activities		-			(1,500	)

Cash flows from financing activities:
Proceeds from issuance of debt		790,603			-
Proceeds from issuance of stock		122,000			850,000
Distributions		-			(611,065	)
Net cash provided by financing activities		912,603			238,935

Net change in cash and cash equivalents		30,913			172,041
Cash and cash equivalents, beginning of period		164,680			52,360
Cash and cash equivalents, end of period	$	195,593		$	224,401

See accompanying notes to condensed consolidated financial statements.

F-4

Table of Contents

LEAFBUYER TECHNOLOGIES INC.

CONSOLIDATED STATEMENT OF STOCKHOLERS' EQUITY

(Unaudited)

	Preferred Stock						Common Stock
	# of Shares			Amount			# of Shares		Amount		APIC			Acc Deficit			Total
June 30, 2017		7,000,000			7,000			38,000,663		38,000		1,010,000			(958,535	)		96,465

Issuance of common stock for cash		-			-			620,000		620		119,380			-			120,000
Issuance of common stock for exercise of options		-			-			8,000		8		1,992			-			2,000
Stock based compensation		-			-			-		-		239,133			-			239,133
Issuance of common stock in conversion of preferred stock		(90,000	)		(90	)		1,440,000		1,440		(1,350	)		-			-
Issuance of common stock for services								137,000		137		280,713			-			280,850
Net loss for the nine months ended March 31, 2018		-			-			-		-		-			(1,310,941	)		(1,310,941	)

March 31, 2018		6,910,000			6,910			40,205,663		40,205		1,649,868			(2,269,476	)		(572,493	)

F-5

Table of Contents

LEAFBUYER TECHNOLOGIES INC.

Notes to Condensed Consolidated Financial Statements

Note 1 — Description of Business

Formation of the Company

On March 23, 2017, AP Event Inc. (“AP” or the “Registrant”) consummated an Agreement and Plan of Merger (the “Merger Agreement”) with LB Media Group, LLC, a Colorado limited liability Company (“LB Media”), August Petrov (the principal stockholder of AP), and LB Acquisition Corp., a Colorado corporation and a wholly-owned subsidiary of AP (“Acquisition”) whereby Acquisition was merged with and into LB Media (the “Merger”) in consideration for: cash in the amount of Six Hundred Thousand Dollars ($600,000); 2,351,355 newly-issued, pre-split shares of the Registrant’s Common Stock (the “Merger Shares”); and 324,327 pre-split shares of the Registrant’s Series A Preferred Stock, par value $0.001 per share (the “Series A Shares,” and collectively with the Merger Shares, the “Merger Consideration”). Pursuant to the terms of the Merger Agreement, LB Media agreed to retire 5,000,000 pre-split shares of Common Stock of the Registrant held immediately prior to the Merger.

As a result of the Merger, LB Media became a wholly-owned subsidiary of the Registrant, and immediately following the consummation of the Merger and giving effect to the securities sold in the Offering, the members of LB Media beneficially owned approximately fifty-five percent (55%) of the issued and outstanding Common Stock of the Registrant. The Merger Agreement contains customary representations, warranties, and covenants of the Registrant and LB Media for like transactions.

As a result of the reorganization and name change discussed later, Leafbuyer Technologies, Inc. (“Leafbuyer”) became the publicly quoted parent holding company with LB Media becoming a wholly-owned subsidiary of Leafbuyer. Upon consummation of the Agreement, Leafbuyer common stock was deemed to be registered under Section 12(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12g-3(a) promulgated thereunder. For purposes of Rule 12g-3(a), Leafbuyer is the successor issuer to AP.

AP was established under the corporation laws in the State of Nevada on October 16, 2014. On March 24, 2017, the Registrant changed its name to Leafbuyer Technologies, Inc.

All references herein to “us,” “we,” “our,” “Leafbuyer,” or the “Company” refer to Leafbuyer Technologies, Inc. and its subsidiaries.

Description of Business

We are focused on providing valuable information for the savvy cannabis consumer looking to make a purchase via deals and a dispensary database. We connect consumers with dispensaries by working alongside businesses to showcase their unique products and build a network of loyal patrons. Our national network of cannabis deals and information reaches millions of consumers monthly.

LB Media was founded in 2012 by a group of technology and industry veterans and provides online resources for cannabis deals and specials. Our headquarters are located in Greenwood Village, Colorado.

F-6

Table of Contents

Basis of Presentation

The accompanying condensed consolidated balance sheet as of June 30, 2017, has been derived from audited financial statements. The accompanying unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements being audited and in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. In ~~order~~the opinion of management, such unaudited information includes all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of this interim information. All intercompany transactions have been eliminated in consolidation. Operating results and cash flows for interim periods are not necessarily indicative of results that can be expected for the entire year. The information included in this report should be read in conjunction with our audited financial statements and notes thereto.

Going Concern

As shown in the accompanying condensed consolidated financial statements, we had total stockholders’ deficit of $572,493 and a working capital deficit of $573,779 of March 31, 2018. We reported a net loss of $1,310,941 for the nine months ended March 31, 2018, and we anticipate further losses in the development of our business. Accordingly, there is substantial doubt about our ability to continue as a going concern.

Our ability to continue as a going concern is dependent upon our generating profitable operations in the ~~Company will need, among other things,~~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 believes that actions presently being taken to further implement our business plan and generate additional ~~capital resources. Management's plan is to obtain such resources~~revenues provide opportunity for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. ~~F-6~~ ~~NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~ 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.

Reclassifications

Certain prior period amounts have been reclassified to conform with the current period presentation.

Note 2 — Summary of Significant Accounting Policies

Fair Value Measurements

The Company adopted the provisions of ASC Topic 820, ~~"Fair~~“Fair Value Measurements and ~~Disclosures"~~Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

The estimated fair value of certain financial instruments, including cash and cash equivalents are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.

ASC 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 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:

Level 1 --— quoted prices in active markets for identical assets or liabilities

Level 2 --— quoted prices for similar assets and liabilities in active markets or inputs that are observable

F-7

Table of Contents

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

The Company has no assets or liabilities valued at fair value on a recurring basis. ~~Start-Up Costs~~

Revenue Recognition

The Company follows the guidance of the Accounting Standards Codification ("ASC") Topic 605, "Revenue Recognition." We record revenue when persuasive evidence of an arrangement exists, services have been rendered, the selling price to the customer is fixed or determinable and collectability of the revenue is reasonably assured. In the normal course of business, we receive payments from our customers which include payments for both current and future services. We do not recognize payment for future services in current income; rather, we record the amounts of those payments as deferred revenue in the current period and recognize the appropriate amounts in income in future periods as applicable. No costs are recorded to cost of sales as we are unable to directly allocate any costs of our revenue.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, LB Media and Acquisition. All significant inter-company transactions and balances have been eliminated in consolidation.

Cash and Cash Equivalents

For purposes of the consolidated statements of cash flows, cash and cash equivalents 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 March 31, 2018, and June 30, 2017, 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 March 31, 2018, and June 30, 2017, none of the Company’s cash was in excess of federally insured limits.

Stock-Based Compensation

The Company accounts for stock-based awards to employees in accordance with ~~ASC 720, "START-UP COSTS",~~applicable accounting principles, which requires compensation expense related to share-based transactions, including employee stock options, to be measured and recognized in the ~~Company expenses all costs incurred in connection with the start-up and organization~~financial statements based on a determination of the ~~Company.~~ fair value of the stock options. The grant date fair value 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.

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

See Note 8 for the assumptions used to calculate the fair value of stock-based employee and non-employee compensation.

F-8

Table of Contents

Income ~~taxes~~ Taxes

The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, ~~"Income~~“Income Taxes."” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an ~~entity's~~entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of 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. ~~F-7~~

ASC Topic ~~740.10.30~~740 clarifies the accounting for uncertainty in income taxes recognized in an ~~enterprise's~~enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic ~~740.10.40~~740 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. There are no material uncertain tax positions at ~~June 30,~~March 31, 2018.

Recently Issued Accounting Pronouncements

In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606) (ASU 2016-12). ASU 2016-12 provides guidance 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 in exchange for those goods or services. ASU 2016-12 provides clarification on assessing collectability, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications. This ASU is effective for annual reporting periods beginning after December 15, 2017, with the option to adopt as early as December 15, 2016. We are currently assessing the impact of adoption of this ASU on our consolidated results of operations, cash flows and financial position.

The Financial Accounting Standards Board and other entities issued new or modifications to, or interpretations of, existing accounting guidance during 2017 and 2018. Management has carefully considered the new pronouncements that altered generally accepted accounting principles and does not believe that any other new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term.

Note 3 — Recapitalization

On March 23, 2017, we completed the Merger Agreement with AP. The impact to equity of the Merger Agreement includes a) the issuance of 2,351,355 new pre-split shares of the Company’s common stock; b) the issuance of 324,327 new pre-split shares of the Company’s Series A Convertible Preferred Stock; c) the retirement of 5,000,000 shares of the Company’s pre-split common stock; and d) removing the Company’s accumulated deficit and adjusting equity for the recapitalization. Simultaneously with the Merger, the Company accepted subscriptions in a private placement offering of 476,092 new pre-split shares of the Company’s common stock in the amount of $600,000 as well as 27,027 new pre-split shares of the Company’s Series B Convertible Preferred Stock in the amount of $250,000. These shares are considered to be outstanding beginning January 1, 2015. ~~NOTE~~However, as the cash to purchase these shares was received in 2017, we have recorded the cash received in connection with these shares in additional paid-in capital during 2017.

F-9

Table of Contents

Note 4 ~~- CAPTIAL STOCK~~ — Capital Stock and Equity Transactions

The Company has ~~75,000,000~~150,000,000 shares of common stock authorized with a par value of $ 0.001 per share as of March 31, 2018. In addition, the Company has 10,000,000 preferred stock authorized with a par value of $0.001 per ~~share. On June 8, 2015,~~share as of March 31, 2018.

In accordance with the Merger Agreement, the Company issued 2,351,355 new, pre-split shares of common stock in addition to the 6,280,000 shares that were already outstanding. The Company also issued 324,327 new, pre-split shares of Series A Convertible Preferred Stock. In addition, the Company accepted subscriptions in a private placement offering of 476,092 new pre-split shares of the Company’s common stock in the amount of $600,000 as well as 27,027 new pre-split shares of the Company’s Series B Convertible Preferred Stock, of which each share of Series B Convertible Preferred Stock is convertible into 16 Common Shares at any time, in the amount of $250,000. All shares issued in accordance with the Merger Agreement are considered to be outstanding beginning January 1, 2015 as these shares relate to the change in capital structure. Furthermore, 5,000,000 pre-split shares of common stock were retired in accordance with the Merger Agreement. In connection with the Merger Agreement, the Company made distributions totaling $600,000 to officers of the Company. Both Series A Convertible Preferred Stock and Series B Convertible Preferred Stock have rights to dividends when declared; however, there is no stated dividend rate and no such dividends have yet been declared by the Company. We evaluated the convertible preferred stock agreements for derivatives and determined that they do not qualify for derivative treatment for financial reporting purposes. We also determined this does not qualify as a beneficial conversion feature. Accordingly, the balances have been reported at the carrying amounts.

On March 24, 2017, the Company effected a forward split such that 9.25 shares of Common Stock were issued for every 1 share of Common Stock issued and outstanding immediately prior to the forward split. Immediately following the forward split, there were 38,000,663 shares of post-split common stock, 3,000,000 shares of post-split Series A Convertible Preferred Stock, and 250,000 shares of post-split Series B Convertible Preferred Stock outstanding. The par value of all classes of shares remained at $0.001 per share after the forward split. During the six months ended June 30, 2017, an additional 3,750,000 shares of post-split Series A Convertible Preferred Stock were purchased from the Company. All references to shares herein refer to post-split shares, unless otherwise noted.

During the nine months ended March 31, 2018, the Company accepted subscription for the issuance of 620,000 post-split common shares for total ~~proceeds~~subscriptions of ~~$5,000~~$120,000 in cash.

During the nine month’s ended March 31, 2018, the Company issued 8,000 shares of common stock for the exercise of options and $2,000 cash. The Company also received notice from a Preferred Stock Series B stockholder to convert 90,000 shares of preferred stock into 1,440,000 shares of common stock.

During the ~~company's founder.~~nine month’s ended the Company issued 137,000 shares of common stock to vendor’s for services. These shares were valued at fair market value of $280,850 and will be amortized over 6 month’s ending in June 2018. The Company has expensed $140,425 and the remainder of $140,425 is included in prepaid expenses at March 31, 2018.

Note 5 — Debt

On September 28, 2017, the Company entered into a promissory note with an investor of the Company in the amount of $200,000. The note bears no interest and is payable in full on September 30, 2018. In addition, on December 20, 2017, the Company entered into a promissory note with the same investor of the Company in the amount of $150,000. This note also bears no interest and is payable in full on December 20, 2018. The investor has agreed to convert the loan into 437,500 shares of common stock. The Company has not issued these shares at this time.

During February 2018, the Company entered into two promissory notes with an investor of the Company in the amount of $28,000 and $84,000 in exchange for $25,000 and $75,000, respectively. Each of the notes have an original issue discount of $3,000 and $9,000, respectively that is being amortized to interest expense over the term of the notes. As of ~~June 30, 2015,~~March 31, 2018, $2,155 and $6,514 of the discount remains to be amortized. The notes bear interest at 12% and is payable in full in August 2018.

F-10

Table of Contents

During February 2018, the Company ~~had 5,000,000 shares issued and outstanding. NOTE 5 - RELATED PARTY TRANSACTIONS In support~~entered into a promissory note with an investor of the ~~Company's efforts~~Company in the amount of $150,000 in exchange for $132,000. The note has an original issue discount of $18,000 that is being amortized to interest expense over the term of the note. As of March 31, 2018, $12,729 of the discount remains to be amortized. The note bears interest at 12% and ~~cash requirements,~~is payable in full in August 2018.

Note 6 — Commitments and Contingencies

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

Note 7 — Net Earnings or Loss per Share

Basic net earnings or loss per share is computed by dividing net income by the weighted-average number of common shares outstanding during the reporting period. Diluted net loss per share is computed similarly to basic net loss per share, except that it includes the potential dilution that could occur if dilutive securities are exercised. We have prepared the calculation of earnings or loss per share using the weighted-average number of common shares of the Company that were outstanding during the three and nine months ended March 31, 2018 and 2017.

Dilutive instruments had no effect on the calculation of earnings or loss per share during the three and nine months ended March 31, 2018 and 2017.

Note 8 — Stock Based Compensation

The equity incentive plan of the Company was established in February of 2017. The Board of Directors of the Company may ~~rely on advances~~ from ~~related parties until such~~ 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 ~~Company can support its operations or attains adequate financing through sales~~number of ~~its equity or traditional debt financing. There~~options issued do not exceed 5,000,000. The options are exercisable for a period of up to 10 years from the date of the grant.

F-11

Table of Contents

The following table reflects the continuity of stock options for the nine months ended March 31, 2018:

A summary of stock option activity is ~~no formal written commitment for continued support by officers, directors, or shareholders. Amounts represent advances or amounts paid in satisfaction~~as follows:

	March 31, 2018

Number of options outstanding:
Beginning of year		-
Granted		1,014,770
Exercised, converted		(8,000	)
Forfeited / exchanged / modification		(163,500	)

End of period		843,270

Number of options exercisable at end of period		28,000
Number of options available for grant at end of period		4,148,730

Weighted average option prices per share:
Granted during the period	$	0.25
Exercised during the period	$	0.25
Terminated during the period	$	0.25
Outstanding at end of period	$	0.25
Exercisable at end of period	$	0.25

The average fair value of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note. Since October 16, 2014 (Inception) through June 30, 2015, the Company's sole officer and director loaned the Company $617stock options granted was estimated to pay for incorporation costs and operating expenses. As of June 30, 2015, the amount outstanding was $617. The loan is non-interest bearing, due upon demand and unsecured. NOTE 6 - INCOME TAX The reconciliation of income tax benefit at the U.S. statutory rate of 34%be $1.73 per share for the period ended March 31, 2018. This estimate was made using the Black-Scholes option pricing model and the following weighted average assumptions:

	2018

Expected option life (years)		2.5 - 3
Expected stock price volatility		144	%
Expected dividend yield		—	%
Risk-free interest rate		2.31	%

Stock-based compensation expense attributable to stock options was approximately $1,454,000 for the nine month period ended March 31, 2018. As of March 31, 2018, there was approximately $1,215,000 of unrecognized compensation expense related to unvested stock options outstanding, and the weighted average vesting period for those options was 3 years.

Note 9 — Subsequent Events

Management of the Company determined a reportable subsequent event required to be disclosed as follows:

F-12

Table of Contents

On April 19, 2018, the Company entered into a Standby Equity Distribution Agreement (the “SEDA”) with YA II PN Ltd. (“Investor”), a Cayman Island exempt limited partnership and an affiliate of Yorkville Advisors Global, LLC, whereby the Company sold and the Investor purchased 869,565 shares (the “Initial Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) for the purchase price of One Million Dollars ($1,000,000), Additionally, under the SEDA the Company may sell to the Investor up to $5 million of shares of Common Stock over a two-year commitment period. Under the terms of the SEDA, the Company may from time to time, in its discretion, sell newly-issued shares of its common stock to the Investor at a discount to market of 8% of the lowest daily volume weighted average price during the relevant pricing period. The Company is 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 of 1933, as amended (the “Securities Act”).

The Company is not obligated to utilize any portion of the SEDA and there are no minimum commitments or minimum use penalties provided the Company does not terminate the SEDA within 18 months wherein the Company would be required to pay a termination fee of $100,000. The Company issued One Hundred Thousand (100,000) shares of Common Stock as a commitment fee (the “Commitment Shares”) to an affiliate of the Investor. The total amount of funds that ultimately can be raised under the SEDA over the two-year term will depend on the market price for the Company’s common stock and the number of shares actually sold.

The SEDA does not impose any restrictions on the Company’s operating activities. During the term of the SEDA, the Investor is prohibited from engaging in any short selling or hedging transactions related to the Common Stock.

A copy of the SEDA is attached as Exhibit 10.1 to the Current Report on Form 8-K as filed with the SEC on April 20, 2018.

In connection with the SEDA, the Company engaged Garden State Securities, Inc. (“GSS”) as its exclusive selling/placement agent. In connection with the transactions set forth in the SEDA, GSS shall receive a fee equal to 10% of the purchase price of the Initial Shares in cash plus warrants to purchase 86,957 shares of Common Stock at an exercise price of $1.15 per share, expiring in five years. GSS will also receive a cash fee equal to 5% of the amount paid by the Investor for each Advance under the SEDA.

F-13

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Leafbuyer Technologies, Inc.:

We have audited the accompanying consolidated balance sheets of Leafbuyer Technologies, Inc. (“the Company”) as of June 30, 2017, December 31, 2016, and December 31, 2015, toand the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the six-month period ended June 30, 2017 and years ended December 31, 2016 and 2015. These financial statements are the responsibility of the Company's ~~effective tax rate~~management. Our responsibility is as follows: Income tax expense at statutory rate $ (1,560) Change in valuation allowance 1,560 --------- Income tax expense $ -- ========= The tax effects of temporary differences that give rise to the Company's net deferred tax assets as of September 30, 2013June 30, 2015 are as follows: Net Operating Loss $ 1,560 Valuation allowance (1,560) --------- Net deferred tax asset $ -- ========= The Company has approximately $4,600 of net operating losses ("NOL") carried forward to offset taxable income in future years which expire commencing in fiscal 2035. In assessing the realization of deferred tax assets, management F-8 considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Basedexpress an opinion on the assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized. NOTE 7 - SUBSEQUENT EVENTS Management has evaluated events occurring after the date of these financial statements ~~through September 1, 2015~~based on our audit.

We conducted our audit in accordance with standards of the ~~date~~Public Company Accounting Oversight Board (United States). Those standards require that ~~these~~we plan and perform the audit to obtain reasonable assurance about whether the financial statements ~~were available to be issued. There have been no other events that would require adjustment to or disclosure~~are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial ~~statements. F-9~~ ~~INDEX TO UNAUDITED FINANCIAL STATEMENTS~~statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Leafbuyer Technologies, Inc., as of June 30, 2017, December 31, 2016 and 2015, and the results of its operations and its cash flows for the six-month period and years then ended, in conformity with generally accepted accounting principles in the United States of America.

The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the Company's internal control over financial reporting. Accordingly, we express no such opinion.

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.

B F Borgers CPA PC
Lakewood, Colorado
October 5, 2017

F-14

Table of Contents

LEAFBUYER TECHNOLOGIES, INC.

Consolidated Balance ~~Sheet (Unaudited) F-11 Statement~~Sheets

	June 30, 2017			December 31, 2016			December 31, 2015
ASSETS

Current assets:
Cash and cash equivalents	$	164,680		$	63,011		$	22,714
Prepaid expenses and other current assets		30,867			14,915			8,757
Total current assets		195,547			77,926			31,471

Noncurrent assets:
Fixed assets, net		1,500			--			--
Total assets	$	197,047		$	77,926		$	31,471

LIABILITIES AND EQUITY
Current liabilities:
Accrued liabilities	$	45,049		$	53,827		$	7,899
Deferred revenue		55,533			41,899			35,736
Total current liabilities		100,582			95,726			43,635

Total liabilities		100,582			95,726			43,635

Commitments and contingencies (Note 5)		--			--			--

Equity:
Preferred stock, $.001 par value; 10,000,000 shares authorized; 6,750,000 shares issued and outstanding for class A convertible preferred stock and 250,000 shares issued and outstanding for class B convertible preferred stock at June 30, 2017; 3,250,000 class A convertible preferred shares issued and outstanding at December 31, 2016 and 2015		7,000			3,250			3,250
Common stock, $.001 par value; 150,000,000 shares authorized; 38,000,663 shares issued and outstanding at June 30, 2017, December 31, 2016 and 2015		38,000			26,160			26,160
Additional paid-in capital		1,010,000			(29,410	)		(29,410	)
Accumulated deficit		(958,535	)		(17,800	)		(12,164	)
Total equity (deficit)		96,465			(17,800	)		(12,164	)

Total liabilities and equity (deficit)	$	197,047		$	77,926		$	31,471

See accompanying notes to consolidated financial statements.

F-15

Table of Contents

LEAFBUYER TECHNOLOGIES, INC.

Consolidated Statements of Operations ~~- For the three months period ended September 30, 2015 (Unaudited) F-12 Statement~~

	For the Six Months Ended June 30, 2017			For the Year Ended December 31, 2016		For the Year Ended December 31, 2015

Sales revenue	$	466,267		$	704,832	$	491,312

Operating expenses:
Selling expenses		450			--		--
General and administrative		806,332			693,606		469,276
Total operating expenses		806,782			693,606		469,276

(Loss) income from operations		(340,515	)		11,226		22,036

Other income (expense):
Interest expense		(220	)		--		--
Other income		--			1,438		--
Other (expense) income, net		(220	)		1,438		--

Net (loss) income	$	(340,735	)	$	12,664		22,036

Earnings (loss) per common share:
Basic and diluted	$	(0.01	)	$	0.00		0.00

Weighted average common shares outstanding:
Basic and diluted		32,570,967			26,160,000		26,160,000

See accompanying notes to consolidated financial statements.

F-16

Table of Contents

LEAFBUYER TECHNOLOGIES, INC.

Consolidated Statements of Cash Flows ~~- For the three months period ended September 30, 2015 (Unaudited) F-13~~

	For the Six Months Ended June 30, 2017			For the Year Ended December 31, 2016			For the Year Ended December 31, 2015
Operating Activities:
Net (loss) income	$	(340,735	)	$	12,664		$	22,036
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(15,952	)		5			(21,410	)
Accounts payable and accrued liabilities		4,856			45,929			(9,248	)
Net cash (used in) provided by operating activities		(351,831	)		58,598			(8,622	)

Investing Activities:
Purchase of office equipment		(1,500	)		--			--
Net cash used in investing activities		(1,500	)		--			--

Financing Activities:
Proceeds from issuance of stock		1,055,000			--			--
Distributions		(600,000	)		(18,301	)		(16,732	)
Net cash provided by (used in) financing activities		455,000			(18,301	)		(16,732	)

Net change in cash and cash equivalents		101,669			40,297			(25,354	)

Cash and cash equivalents, beginning of period		63,011			22,714			48,068

Cash and cash equivalents, end of period	$	164,680		$	63,011		$	22,714

Cash paid for:
Interest	$	220		$	--		$	--
Taxes		--			--			--

See accompanying notes to consolidated financial statements.

F-17

Table of Contents

LEAFBUYER TECHNOLOGIES, INC.

Consolidated Statements of Equity

	Preferred Stock				Common Stock
	# of Shares		Amount		# of Shares			Amount			Additional Paid-in Capital			Accumulated Deficit			Total

January 1, 2015		3,250,000	$	3,250		26,160,000		$	26,160		$	(29,410	)	$	(14,196	)	$	(14,196	)

Net income		-		-		-			-			-			22,036			22,036

Distributions		-		-		-			-			-			(20,004	)		(20,004	)

December 31, 2015		3,250,000		3,250		26,160,000			26,160			(29,410	)		(12,164	)		(12,164	)

Net income		-		-		-			-			-			12,664			12,664

Distributions		-		-		-			-			-			(18,300	)		(18,300	)

December 31, 2016		3,250,000		3,250		26,160,000			26,160			(29,410	)		(17,800	)		(17,800	)

LB Media, LLC activity, period ended March 22, 2017:
Net loss		-		-		-			-			-			(108,355	)		(108,355	)

Impact of Merger Agreement:
Shares acquired in connection with Merger Agreement		-		-		58,090,663			58,090			(58,090	)		-			-
Retirement of shares to complete Merger Agreement		-		-		(46,250,000	)		(46,250	)		46,250			-			-
Shares issued in connection with Merger Agreement		-		-		-			-			850,000			-			850,000
Distributions		-		-		-			-			-			(600,000	)		(600,000	)

Stock subscriptions		3,750,000		3,750		-			-			201,250			-			205,000

Consolidated net loss from March 23 through June 30, 2017		-		-		-			-			-			(232,380	)		(232,380	)

June 30, 2017		7,000,000	$	7,000		38,000,663		$	38,000		$	1,010,000		$	(958,535	)	$	96,465

See accompanying notes to consolidated financial statements.

F-18

Table of Contents

LEAFBUYER TECHNOLOGIES, INC.

Notes to ~~the~~Consolidated Financial Statements ~~(Unaudited) F-14 F-10~~

Note 1 — Description of Business

Formation of the Company

On March 23, 2017, AP ~~EVENT INC. Balance Sheets (Unaudited)~~

Event Inc. (“AP” or the “Registrant”) consummated an Agreement and Plan of Merger (the “Merger Agreement”) with LB Media Group, LLC, a Colorado limited liability Company (“LB Media”), August Petrov (the principal stockholder of AP), and LB Acquisition Corp., a Colorado corporation and a wholly-owned subsidiary of AP (“Acquisition”) whereby Acquisition was merged with and into LB Media (the “Merger”) in consideration for: cash in the amount of Six Hundred Thousand Dollars ($600,000); 2,351,355 newly-issued, pre-split shares of the Registrant’s Common Stock (the “Merger Shares”); and 324,327 pre-split shares of the Registrant’s Series A Preferred Stock, par value $0.001 per share (the “Series A Shares,” and collectively with the Merger Shares, the “Merger Consideration”). Pursuant to the terms of the Merger Agreement, LB Media agreed to retire 5,000,000 pre-split shares of Common Stock of the Registrant held immediately prior to the Merger.

As a result of the Merger, LB Media became a wholly-owned subsidiary of the Registrant, and immediately following the consummation of the Merger and giving effect to the securities sold in the Offering, the members of LB Media beneficially owned approximately fifty-five percent (55%) of the issued and outstanding Common Stock of the Registrant. The ~~accompanying notes are an integral part~~Merger Agreement contains customary representations, warranties, and covenants of ~~these financial statements F-11~~ ~~AP EVENT INC. Statement~~the Registrant and LB Media for like transactions.

As a result of ~~Operations For~~ the three months period ended September 30, 2015 (Unaudited) REVENUES $ 3,000 ----------- Operating Expenses: General & Administrative Expenses 1,009 ----------- Total Expenses 1,009 ----------- Income Before Income Tax 1,991 Provision for Income Tax -- ----------- Net income for Period $ 1,991 =========== Net loss per share: $ (0.01) Basicreorganization and ~~diluted Weighted average number~~name change discussed later, Leafbuyer Technologies, Inc. (“Leafbuyer”) became the publicly quoted parent holding company with LB Media becoming a wholly-owned subsidiary of shares outstanding: Basic and diluted 5,000,000 =========== The accompanying notes are an integral partLeafbuyer. Upon consummation of ~~these financial statements F-12~~ ~~AP EVENT INC. Statement of Cash Flows For~~ the three months period ended September 30, 2015 (Unaudited) Operating activities: Net Income $ 1,991 Changes in operating liabilities: Accrued Expenses (3,500) ------- Net cash used in operating activities (1,509) Investing activities: Acquisition of Office equipment (2,680) ------- Net Cash used in Investing Activities (2,680) Financing activities: Proceeds from issuance ofAgreement, Leafbuyer common stock ~~-- Proceeds~~was deemed to be registered under Section 12(b) of Loans from Shareholder 3,000 ------- Net cash provided by financing activities 3,000 ------- Net decrease in cash (1,189) Cash, beginningthe Securities Exchange Act of ~~period 4,510 ------- Cash, end~~1934, as amended, pursuant to Rule 12g-3(a) promulgated thereunder. For purposes of period $ 3,321 ======= The accompanying notes are an integral part of these financial statements F-13 Rule 12g-3(a), Leafbuyer is the successor issuer to AP.

AP EVENT INC. Notes to the Financial Statements (Unaudited) NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION AP EVENT INC.(the "Company") is a for profit corporationwas established under the corporation laws in the State of Nevada ~~United States of America~~ on October 16, 2014. ~~Since inception~~On March 24, 2017, the ~~Company has devoted substantially all~~Registrant changed its name to Leafbuyer Technologies, Inc.

All references herein to “us,” “we,” “our,” “Leafbuyer,” or the “Company” refer to Leafbuyer Technologies, Inc. and its subsidiaries.

Description of ~~its efforts~~Business

We are focused on providing valuable information for the savvy cannabis consumer looking to ~~establishing~~make a ~~new business. While operations have not commenced, the Company has generated expenses~~purchase via deals and ~~$3,000~~a dispensary database. We connect consumers with dispensaries by working alongside businesses to showcase their unique products and build a network of loyal patrons. Our national network of cannabis deals and information reaches millions of consumers monthly.

LB Media was founded in ~~revenue from the limited efforts. The Company's activities are subject to significant risks~~2012 by a group of technology and ~~uncertainties including failure to secure additional funding to properly execute the company's business plan.~~ industry veterans and provides online resources for cannabis deals and specials. Our headquarters is located in Greenwood Village, Colorado.

Basis of Presentation

As a result of the Merger Agreement, LB Media is considered to be the “accounting acquirer” and, accordingly, is treated as the predecessor company. The ~~accompanying unaudited~~consolidated financial statements ~~have been~~include the results of operations and financial position of LB Media for all periods, and the results of operations and financial position of Leafbuyer as of June 30, 2017 and for the period from March 23, 2017 through June 30, 2017.

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of ~~America for interim~~our financial statements requires us to make estimates and ~~in accordance with Article 10~~assumptions that affect the reported amounts of ~~Regulation S-X~~assets, liabilities, revenues and expenses. Although these estimates are based on our knowledge of ~~the United States Securities~~current events and ~~Exchange Commission ("SEC"). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted~~actions we may undertake in the ~~United States~~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.

F-19

Table of ~~America for annual financial statements. In the opinion of the Company's management,~~Contents

Going Concern

As shown in the accompanying ~~unaudited~~ financial statements, ~~contain all the adjustments necessary (consisting only~~we had an equity balance of ~~normal recurring accruals) to present the financial position~~$96,465 and a working capital balance of ~~the Company~~$94,965 as of ~~September~~June 30, ~~2015 and the results~~2017. We reported a net loss of ~~operations and cash flows~~$340,735 for the ~~period presented. The results of operations for the three~~six months ended September 30, 2015 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited financial statements should be read in conjunction with the financial statements and related notes thereto included in this filing for the year ended June 30, ~~2015. NOTE 2 - GOING CONCERN The Company's financial statements as of September 30, 2015 been prepared using generally accepted accounting principles~~2017, and we anticipate further losses in the ~~United States~~development of ~~America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of~~our business. ~~The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it~~Accordingly, there is substantial doubt about our ability to continue as a going concern. ~~The Company has incurred a cumulative net loss from inception (October 16, 2014) through September 30, 2015 of $2,616. These factors, among others, raise substantial doubt about the~~

Our ability ~~of the company~~ to continue as a going concern ~~for a reasonable period of time. F-14~~ ~~In order~~is dependent upon our generating profitable operations in the future and / or obtaining the necessary financing to ~~continue as a going concern, the Company will need, among other things,~~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 and generate additional ~~capital resources. Management's plan is to obtain such resources~~revenues provide opportunity for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. ~~NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~ 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.

Reclassifications

Certain prior period amounts have been reclassified to conform with the current period presentation.

Note 2 —Summary of Significant Accounting Policies

Significant Accounting Policies

Fair Value Measurements

The Company adopted the provisions of ASC Topic 820, ~~"Fair~~“Fair Value Measurements and ~~Disclosures",~~Disclosures,” which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value, and expands disclosure of fair value measurements.

The estimated fair value of certain financial instruments, including cash and cash equivalents, are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.

Level ~~1--~~1 — quoted prices in active markets for identical assets or liabilities

Level 2 --— quoted prices for similar assets and liabilities in active markets or inputs that are observable

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

The Company has no assets or liabilities valued at fair value on a recurring basis.

Revenue Recognition

The Company follows the guidance of the Accounting Standards Codification ("ASC") Topic 605, "Revenue Recognition." ~~It records~~We record revenue when persuasive evidence of an arrangement exists, services have been rendered, the selling price to the customer is fixed or determinable and collectability of the revenue is reasonably assured. ~~Start-Up Costs~~ In ~~accordance with ASC 720, "START-UP COSTS",~~the normal course of business, we receive payments from our customers which include payments for both current and future services. We do not recognize payment for future services in current income; rather, we record the amounts of those payments as deferred revenue in the current period and recognize the appropriate amounts in income in future periods as applicable. No costs are recorded to cost of sales as we are unable to directly allocate any costs of our revenue.

F-20

Table of Contents

Principles of Consolidation

The consolidated financial statements include the accounts of the Company ~~expenses all costs incurred~~and its wholly-owned subsidiaries, LB Media and Acquisition. All significant inter-company transactions and balances have been eliminated in ~~connection with the start-up~~consolidation.

Cash and ~~organization~~cash equivalents

For purposes of the ~~Company. F-15~~ 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, 2017, December 31, 2016 and December 31, 2015, 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, 2017, December 31, 2016, and December 31, 2015, none of the Company’s cash was in excess of federally insured limits.

Income ~~taxes~~ Taxes

Recently Issued Accounting Pronouncements

The Financial Accounting Standards Board and other entities issued new or modifications to, or interpretations of, existing accounting guidance during 2015, 2016 and 2017. Management has carefully considered the new pronouncements that altered generally accepted accounting principles and does not believe that any other new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term.

Note 3 — Recapitalization

F-21

Table of Contents

Note 4 ~~- CAPTIAL STOCK~~ — Capital Stock and Equity Transactions

The Company has ~~75,000,000~~150,000,000 shares of common stock authorized with a par value of $ 0.001 per ~~share. On~~share as of June ~~8, 2015,~~30, 2017. In addition, the Company has 10,000,000 preferred stock authorized with a par value of $0.001 per share as of June 30, 2017.

Note 5 — Commitments and Contingencies

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

Note 6 — Change in Fiscal Year End

As a result of the Merger Agreement with AP, the fiscal year end of LB Media changed from December 31 to June 30. Upon consummation of the reorganization and name change, Leafbuyer adopted the June 30, 2017 year end of LB Media effective as of June 30, 2017.

The consolidated statements of operations, cash flows, and equity reflect results for ~~total proceeds~~the six-month transition period ended June 30, 2017 and the fiscal years ended December 31, 2016 and 2015. The consolidated balance sheets reflect the financial position of ~~$5,000 to the company's founder. As of September 30, 2015,~~ the Company ~~had 5,000,000 shares issued~~at June 30, 2017, December 31, 2016 and ~~outstanding. NOTE 5 - RELATED PARTY TRANSACTIONS In support~~2015.

Comparative Six Month Financial Information

The consolidated statements of operations and cash flows are provided below with comparative information for the six months ended June 30, 2017, 2016 and 2015. The financial information provided for the six month periods ended June 30, 2016 and 2015 is unaudited since it represented an interim period of fiscal years 2016 and 2015. The unaudited financial information for the six-month periods ended June 30, 2016 and 2015, include all normal recurring adjustments necessary for a fair statement of the ~~Company's efforts~~results for that period.

F-22

Table of Contents

LEAFBUYER TECHNOLOGIES, INC.

Consolidated Statements of Operations

	Six months ended June 30,
	2017			2016			2015
				(unaudited)			(unaudited)

Sales revenue	$	466,267		$	221,178		$	159,556
Total revenue		466,267			221,178			159,556

Operating expenses:
Selling expenses		450			--			--
General and administrative		806,332			282,011			243,038
Total operating expenses		806,782			282,011			243,038

Loss from operations		(340,515	)		(60,833	)		(83,482	)

Other income (expense):
Interest expense		(220	)		--			--
Other (expense), net		(220	)		--			--

Net loss	$	(340,735	)	$	(60,833	)	$	(83,482	)

Loss per common share:
Basic and diluted	$	(0.01	)	$	0.00		$	0.00

Weighted average common shares outstanding:
Basic and diluted		32,570,967			26,160,000			26,160,000

F-23

Table of Contents

LEAFBUYER TECHNOLOGIES, INC.

Consolidated Statements of Cash Flows

	Six months ended June 30,
	2017			2016			2015
Operating Activities:				(unaudited)			(unaudited)

Net loss	$	(340,735	)	$	(60,833	)	$	(83,482	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Changes in operating assets and liabilities:
Prepaid expenses and other		(15,952	)		3,166			8,472
Accounts payable and accrued liabilities		4,856			94,548			72,629
Net cash (used in) provided by operating activities		(351,831	)		36,881			(2,381	)

Investing Activities:
Purchase of office equipment		(1,500	)		--			--
Net cash used in investing activities		(1,500	)		--			--

Financing Activities:
Proceeds from issuance of stock		1,055,000			--			--
Distributions		(600,000	)		(7,235	)		--
Net cash provided by (used in) financing activities		455,000			(7,235	)		--

Net change in cash		101,669			29,646			(2,381	)

Cash, beginning of period		63,011			22,714			48,068

Cash, end of period	$	164,680		$	52,360		$	45,687

Note 7 — Earnings or Loss per Share

Basic net loss per share is computed by dividing net income by the weighted-average number of common shares outstanding during the reporting period. Diluted net loss per share is computed similarly to basic net loss per share, except that it includes the potential dilution that could occur if dilutive securities are exercised. We have prepared the calculation of earnings per share using the weighted-average number of common shares of the Company that were outstanding during the six months ended June 30, 2017, and ~~cash requirements, it may rely~~for the years ended December 31, 2016 and 2015.

Dilutive instruments had no effect on ~~advances from related parties until such time~~the calculation of earnings or loss per share during the six months ended June 30, 2017 or during the years ended December 31, 2016 and 2015.

Note 8 — Subsequent Events

Management has evaluated all events that occurred after the balance sheet date through the date when these financial statements were issued to determine if they must be reported. The Management of the Company has determined that the ~~Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There~~following reportable subsequent event is no formal written commitment for continued support by officers, directors, or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note. Since October 16, 2014 (Inception) through September 30, 2015, the Company's sole officer and director loaned the Company $3,617 to pay for incorporation costs and operating expenses. As of September 30, 2015, the amount outstanding was $3,617. The loan is non-interest bearing, due upon demand and unsecured. F-16 PROSPECTUS 5,000,000 SHARES OF COMMON STOCK AP EVENT INC. --------------- DEALER PROSPECTUS DELIVERY OBLIGATION UNTIL _____________ ___, 20___, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS. PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The estimated costs (assuming all shares are sold) of this offering are as follows: SEC Registration Fee $ 11.62 Auditor Fees and Expenses $3,000.00 Legal Fees and Expenses $3,000.00 EDGAR fees $1,000.00 Transfer Agent Fees $1,000.00 --------- TOTAL $8,011.62 ========= ---------- (1) All amounts are estimates, other than the SEC's registration fee. ITEM 14. INDEMNIFICATION OF DIRECTOR AND OFFICERS AP Event Inc.'s Bylaws allow for the indemnification of the officer and/or director in regards each such person carrying out the duties of his or her office. The Board of Directors will make determination regarding the indemnification of the director, officer or employee as is proper under the circumstances if he has met the applicable standard of conduct set forth under the Nevada Revised Statutes. As to indemnification for liabilities arising under the Securities Act of 1933, as amended, for a director, officer and/or person controlling AP Event Inc., we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy and unenforceable. ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES Since inception, the Registrant has sold the following securities that were not registered under the Securities Act of 1933, as amended. Name and Address Date Shares Consideration ---------------- ---- ------ ------------- August Petrov June 6, 2015 5,000,000 $5,000.00 Husovo namesti 7, Okres Praha - Zapad, Czech Republic 25301 We issued the foregoing restricted shares of common stock to our sole officer and director pursuant to Section 4(2) of the Securities Act of 1933. He is a sophisticated investor, is our sole officer and director, and is in possession of all material information relating to us. Further, no commissions were paid to anyone in connection with the sale of the shares and general solicitation was not made to anyone. II-1 ITEM 16. EXHIBITS Exhibit Number Description of Exhibit ------ ---------------------- 3.1 Articles of Incorporation of the Registrant * 3.2 Bylaws of the Registrant * 5.1 Opinion of Law Office of Joseph Pittera * 10.1 Service Agreement with Dnihlujis A Partneri, dated August 19, 2015 * 10.2 Service Agreement with Myzedtorg, SRO, dated October 22, 2015 * 23.1 Consent of Paritz & Company P.A. 23.2 Consent of Law Office of Joseph Pittera (contained in exhibit 5.1) * 99.1 Form of Subscription Agreement * ---------- * Previously filed ITEM 17. UNDERTAKINGS The undersigned Registrant hereby undertakes: 1) To file, during any period in which offers or sales of securities are being made, a post- effective amendment to this registration statement to: (i) Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (ss.230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; 2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: (i) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that II-2 is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. 5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be ~~filed pursuant~~disclosed:

Subsequent to ~~Rule 424; (ii) Any free writing prospectus relating~~year-end, the Company accepted subscription for the issuance of 380,000 shares post-split common stock at a purchase price of $0.50 per share for a total subscription of $190,000 in cash.

Following the reporting period, the Company issued an aggregate of options to purchase 3,240,000 shares of Common Stock at the ~~offering prepared by or on behalf~~exercise price of $0.25 per share (the “Options”). All of the ~~undersigned registrant or used or referred to by~~Options vest equally over five, six-month periods commencing on the undersigned registrant; (iii)The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or our securities provided by or on behalfsix month anniversary of the undersigned registrant; and (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinionissuance of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Prague, Czech Republic, on November 24, 2015. AP EVENT INC. By: /s/ August Petrov --------------------------------------- Name: August Petrov Title: President, Treasurer and Secretary (Principal Executive, Financial and Accounting Officer) In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated. Signature Title Date --------- ----- ---- /s/ August Petrov President, Treasurer, Secretary November 24, 2015 ------------------------- and Director August Petrov (Principal Executive, Financial and Accounting Officer) II-4