Annual report [Section 13 and 15(d), not S-K Item 405]



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UNITED
STATES






SECURITIES
AND EXCHANGE COMMISSION






Washington,
D.C. 20549










FORM
10-K









(Mark
One)





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












For
the fiscal year ended August 31, 2020





or





[  ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934









For
the transition period from_________ to __________









Commission
file number 000-56159










LEADER
CAPITAL HOLDINGS CORP.





(Exact
name of registrant as specified in its charter)




















Nevada








37-1853394





(State
or other jurisdiction




of
incorporation or organization)








(I.R.S.
Employer




Identification
No.)












Room
2708-09, Metropolis Tower,






10
Metropolis Drive, Hung Hom, Hong Kong





(Address
of principal executive offices, including zip code)









+852
3487 6378





Registrant’s
phone number, including area code








Securities
Registered Pursuant to Section 12(b) of the Act:
























Title
of Each Class








Trading
Symbol








Name
of Each Exchange on Which Registered




N/A






N/A






N/A








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




Common
Stock, $0.0001 par value per share


(Title of Class)








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








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








Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]








Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit such files). Yes [X] No [  ]








Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.





















Large
accelerated filer [  ]



Accelerated
filer [  ]



Non-accelerated
filer [X]



Smaller reporting
company [X]






Emerging growth
company [X]








If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]








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








The
aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of February 28,
2020, the last business day of the registrant’s most recently completed second fiscal quarter, was $30,144,848 based
upon the closing sale price reported for such date on the OTC Pink Marketplace.








As
of December 10, 2020, there were 129,974,219 shares of common stock, par value $0.0001, outstanding.









DOCUMENTS
INCORPORATED BY REFERENCE









None.











































LEADER
CAPITAL HOLDINGS CORP.












TABLE
OF CONTENTS

















































































































































































Page








PART I
















Item 1.




Business



4




Item 1A.




Risk Factors



7




Item 1B.




Unresolved Staff Comments



17




Item 2.




Properties



17




Item 3.




Legal Proceedings



17




Item 4.




Mine Safety Disclosure



17

















PART II
















Item 5.




Market for Registrant’s Common Equity, Related Stockholder Matters And Issuer Purchases of Equity Securities



18




Item 6.




Selected Financial Data



19




Item 7.




Management’s Discussion and Analysis of Financial Condition and Results of Operations



19




Item 7A.




Quantitative and Qualitative Disclosures About Market Risk



23




Item 8.




Financial Statements and Supplementary Data



23




Item 9.




Changes in and Disagreements With Accountants on Accounting and Financial Disclosure



23




Item 9A.




Controls and Procedures



24




Item 9B.




Other Information



25

















PART III
















Item 10.




Directors, Executive Officers and Corporate Governance



26




Item 11.




Executive Compensation



28




Item 12.




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



29




Item 13.




Certain Relationships and Related Transactions, and Director Independence



30




Item 14.




Principal Accounting Fees and Services




31
















PART IV
















Item 15.




Exhibits, Financial Statement Schedules




32

















2


















SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS AND OTHER INFORMATION






CONTAINED
IN THIS REPORT











This
annual report on Form 10-K (this “Form 10-K”) contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities
Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking
statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they
do not relate strictly to historical or current facts. You can find many (but not all) of these statements by looking for words
such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,”
“estimates,” “projects,” “intends,” “plans,” “would,” “should,”
“could,” “may” or other similar expressions in this Form 10-K. In particular, these include statements
relating to future actions, future performance, anticipated expenses, or projected financial results. These forward-looking statements
are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience
and our present expectations or projections. These risks and uncertainties include the following:















































































































the availability
and adequacy of our cash flow to meet our requirements;



















economic, competitive,
demographic, business and other conditions in our local and regional markets;



















General economic
conditions and events and the impact they may have on us and our clients, including but not limited to the impact of COVID-19;



















changes or developments
in laws, regulations or taxes in our industry;



















actions taken or
omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial
and other governmental authorities;



















competition in our
industry



















the loss of or failure
to obtain any license or permit necessary or desirable in the operation of our business;



















changes in our business
strategy, capital improvements or development plans;



















the availability
of additional capital to support capital improvements and development; and



















other risks identified
in this report and in our other filings with the Securities and Exchange Commission (the “SEC”).








We
may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not
place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions
and expectations disclosed in the forward-looking statements we make. Our forward-looking statements do not reflect the potential
impact of any future acquisitions, mergers, or joint ventures we may make or collaborations or strategic partnerships we may enter
into.








You
should read this Form 10-K and the documents that we have filed as exhibits to this Form 10-K completely and with the understanding
that our actual future results may be materially different from what we expect. We do not assume any obligation to update any
forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.








Unless
otherwise stated or the context otherwise requires, the terms “Leader Capital Holdings Corp.,” “we,” “us,”
“our” and the “Company” refer collectively to Leader Capital Holdings Corp. and, where appropriate, its
subsidiaries.

















3




















PART
I














Item
1. Business










Business
Overview







Leader
Capital Holdings Corp. is an early stage technology company that conducts its operations through its wholly owned subsidiaries,
Leader Financial Group Limited, a Seychelles corporation incorporated on March 6, 2017 (“LFGL”), and JFB Internet
Service Limited, a Hong Kong corporation incorporated on July 6, 2017 (“JFB”).








Through
LFGL, we act as the service provider for a mobile application investment platform that is owned by JFB. The platform connects
investors with financial service providers in an effort to sharpen operational efficiency and seeks to address customer demands
for more innovative services. It is a ready-made application created to meet the needs of financial service providers, especially
trust companies and insurance companies. The platform is customizable and each financial institution can adjust the platform to
better suit their client’s needs.






Currently,
our platform is used by trust companies to help their clients review their asset portfolio(s) at anytime from anywhere. The investors
can use their trust accounts to purchase a wide range of investment products, including regulatory insurance policies and registered
funds through the JFB platform. In this way, the JFB platform can reduce the workload of customer service representatives. Investors
can also use the JFB platform to make investment decisions in real-time and place investment orders, without having to e-mail,
mail or fax documents to their investment advisor. Our investment platform is also equipped with comprehensive and real-time information
about financial markets.






With
the JFB platform, investors can do the following:

























































































keep
track of their investment portfolio;













view insurance policy
details;













check their trust
account balances;













browse various financial
products offered by the company;













view the latest
financial news;













browse analyst reports
from industry experts;













customize their
background and layout; and













contact our online
customer service team.








Use
of the JFB platform is currently free; however, we have an agreement with a third party whereby we have authorized the third party
to use our investment platform and related applications until December 31, 2020 for a fee. The Company is currently in negotiations
to extend such arrangement beyond December 31, 2020. In the future, the Company intends to generate additional revenue by
developing a new, more comprehensive mobile application, which we refer to as the FinMaster mobile application (the “FinMaster
App” and together with the JFB platform, the “Apps”), with similar functions as the JFB platform, to
offer to our clients for a fee.








The
Company is developing a new, more comprehensive mobile application, which we refer to as the FinMaster App, to offer to our clients
for a fee. This FinMaster App intends to offer one-stop shopping for multi financial services. Key services include real-time
Taiwan stock market quotes, financial industry information and news, social media activities, on-line live broadcast, A.I. stock
selection and other features.

















4
















Acquisition
of Nice Products Inc.











On
August 17, 2020, the Company, through its wholly-owned subsidiary JFB Internet Service Limited, a company incorporated and existing
under the laws of Hong Kong (the “Buyer”), acquired all of the issued and outstanding capital stock (the “Acquisition”)
of Nice Products Inc., a company organized under the laws of the British Virgin Islands and the Company’s software ODM developer
of the FinMaster APP (“NPI”), pursuant to the terms and conditions of that certain Stock Purchase Agreement, dated
as of August 17, 2020 (the “Purchase Agreement”), among the Company, the Buyer, NPI, the selling shareholders of NPI
identified therein (each a “Seller,” and, collectively, the “Sellers”) and the representative of the Sellers
identified therein (the “Sellers’ Representative”). The aggregate purchase price for the acquisition was $4,850,000,
less certain discounts, expenses and reductions for outstanding NPI debt owed to the Company and/or its affiliates. The net purchase
price for the acquisition was $3,506,042, payable in 8,415,111 shares of the Company’s common stock to the Sellers in accordance
with their respective pro rata percentage.








Upon
the consummation of the acquisition, among other things, the Sellers: (a) resigned from their positions as directors and/or officers
of NPI, (b) released NPI from any claims and (c) entered into employment agreements with the Buyer. Jun-Yuan Chen, a Seller and
the Sellers’ Representative under the Purchase Agreement, was already an employee of the Buyer prior to the acquisition,
and therefore, did not enter into an employment agreement with the Buyer at the closing of the acquisition.








In
accordance with the terms of the Purchase Agreement, for a period of 5 years from the Closing Date, the Sellers agreed to not
compete with NPI’s business in the following territories: (a) Greater China (including Hong Kong, Macau and Taiwan) and
(b) any other country or other territory in which NPI or the Buyer has provided services, offered or promoted services or otherwise
conducted business at any time in the past 2 years. During the same 5 year period, the Sellers are also subject to customary non-solicitation
and non-disparagement obligations.








In
addition, the Sellers agreed to indemnify the Company, the Buyer, and each of their affiliates (including, after the closing,
NPI), subject to certain limitations, for any Losses (as defined in the Purchase Agreement) arising out of breaches by the Sellers
of their respective covenants and certain other matters specified in the Purchase Agreement. Subject to certain exclusions, such
right to indemnification will be available only after the aggregate amount of indemnifiable Losses exceeds $1,000.








As
a result of the acquisition, the Company now owns, indirectly through the Buyer, 100% of NPI. NPI, through its wholly-owned subsidiaries,
LOC Weibo Co., Ltd. and Beijing DataComm Cloud Media Technology Co., Ltd., companies organized under the laws of the Republic
of China and the laws of the People’s Republic of China, respectively, engages primarily in the development of ecological-system
applications, integration of big data and promotion of OTT applications. As a result of the acquisition, we believe the FinMaster
App can be launched to the market in a timely and efficient manner and clients on this open platform could be served more effectively
and satisfactorily.











Competition









Our
market is competitive, and we expect competition in our market to increase as existing competitors enhance and expand their product
and service offerings and as new participants enter the market. Increased competition may result in price reductions, reduced
profitability and loss of market share. We cannot ensure that we will be able to compete successfully against existing or future
competitors. Some of our customers and companies with which we have strategic relationships may also become competitors.








Many
of our current and potential competitors have greater financial, technical, marketing, service and other resources than we have.
As a result, these companies may be able to offer lower prices, additional products or services, or other incentives that we cannot
match or offer. These competitors may be in a stronger position to respond more quickly to new technologies and may be able to
undertake more extensive marketing campaigns. We believe they may also pursue and adopt more aggressive pricing policies and make
more attractive offers to potential customers, employees and strategic partners. In addition, competitors with greater financial
resources may make strategic acquisitions to increase their ability to gain market share or improve the quality or marketability
of their products. Furthermore, we face challenges in selling our product to large companies in the process industries that have
internally developed their own proprietary software solutions.

















5















However,
most of our competitors only provide direct services to a single company and investors can only choose that company’s
products. FinMaster has integrated various functions such as real time stock streaming, financial news, discussion forum,
and voice and video call in one application, which is different from most of its competitors. The Apps also differ
in that they offer different products from different companies in one mobile application and allows for user
customization. We believe this approach provides us with an advantage over many of our competitors.









Marketing









The
Apps are marketed mainly through word of mouth. Currently, we also employ Facebook, Google and YouTube as our main marketing
tools for our Apps.  During the year in May and June, we also broadcasted commercials on various television stations in Taiwan
to promote FinMaster. We also rely on our clients and business contacts, such as insurance brokerage houses, real estate
agent firms, social network groups, and securities firms to encourage their clients to download the Apps. Some of these
professional firms do not currently have the resources to develop their own software to manage their clients, so they rely on
the Apps to manage their clients, their clients’ assets and reduce their administrative workload. Thus, it is in
their interest to encourage their clients to use the Apps.









Intellectual
Property









The
protection of our technology and intellectual property is an important component of our success. We rely on intellectual property
laws, including trade secret, copyright, patent and trademark laws in the U.S. and abroad. We have not patented our proprietary
technology in order to keep our technology architecture, trade secrets, and engineering roadmap private. We may in the future
file patent applications; however, such applications may not result in the issuance of any patents, and any issued patents may
not actually provide adequate defensive protection or competitive advantages to us. Our ability to continually develop new intellectual
property and deliver new functionality quickly serves to protect us against our competitors.









Employees









As
of December 10, 2020, the Company has 66 employees.









Corporate
Information









We
were incorporated in the State of Nevada on March 22, 2017. Our principal executive office is located at Room 2708-09, Metropolis
Tower, 10 Metropolis Drive, Hung Hom, Hong Kong.









Government
Regulation and Approvals











The
Company offers its clients a mobile application that allows their customers to review their asset portfolio(s) and communicate
their investment decisions with our clients in real-time. Neither Apps are a trading platform, broker dealer or exchange,
and therefore we not expect to be subject to regulatory oversight by the SEC, Financial Industry Regulatory Authority (“FINRA”)
or other financial regulatory agencies. We are not aware of any governmental regulations or approvals required for the marketing
or use of the Apps or the services provided.











Emerging
Growth Company









The
Company is an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS
Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public
companies that are not “emerging growth companies” including, but not limited to, not being required to comply with
the auditor attestation requirements of section 404(b) of the Sarbanes-Oxley Act, and exemptions from the requirements of Sections
14A(a) and (b) of the Exchange Act to hold a nonbinding advisory vote of stockholders on executive compensation and any golden
parachute payments not previously approved.

















6















The
Company has elected to use the extended transition period for complying with new or revised accounting standards under Section
102(b)(1) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different
effective dates for public and private companies until those standards apply to private companies. As a result of this election,
our financial statements may not be comparable to companies that comply with public company effective dates








We
will remain an “emerging growth company” until the earliest of (1) August 31, 2024, (2) the last day of the fiscal
year in which we have total gross revenue of at least$1.07 billion, (3) the last day of our fiscal year in which we are deemed
to be a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act (which would occur if the market
value of our equity securities that is held by non-affiliates exceeds $700 million as of the last business day of our most recently
completed second fiscal quarter), or (4) the date on which we have issued more than $1 billion in nonconvertible debt during the
preceding three-year period.








To
the extent that we continue to qualify as a “smaller reporting company,” as such term is defined in Rule 12b-2 under
the Exchange Act, after we cease to qualify as an emerging growth company, certain of the exemptions available to us as an emerging
growth company may continue to be available to us as a smaller reporting company, including: (1) not being required to comply
with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act; (2) scaled executive compensation disclosures;
and (3) the requirement to provide only two years of audited financial statements, instead of three years.













Item
1A. Risk Factors










Risks
Related to Our Business











We
are a company with a limited operating history and our future profitability is uncertain. We anticipate future losses and negative
cash flows and we may never be profitable.










We
are a company with a limited operating history and limited revenues to date. We have incurred losses since our inception and expect
to experience operating losses and negative cash flows for the foreseeable future. As of August 31, 2020, we had a total accumulated
deficit of approximately $11.3 million. We anticipate our losses will continue to increase from current levels because we expect
to incur additional costs and expenses related to the development of the FinMaster App, marketing and other promotional activities,
the addition of personnel, if necessary, and our continued efforts to form relationships with financial service providers and
insurers. We may never generate significant revenue and we may never be profitable.










If
we do not receive additional financing when and as needed in the future, we may not be able to continue the development and
commercialization of the Apps and our business may fail.










Because
the version of the Apps we plan to sell are not yet fully developed, our business requires capital investments.
Our cash on hand, which at August 31, 2020 was $432,087, will not be sufficient to meet all of our future needs. Furthermore,
our target customers may be slow to adopt the Apps. We anticipate that we will require substantial additional funds in
excess of our current financial resources to complete the development of the Apps and to market them. Until
the Apps generate revenues sufficient to support our operations, we plan to obtain the necessary working capital for operations
through the sale of our securities or loans from related parties, but we may not be able to obtain financing in amounts sufficient
to fund our business plan. If we cannot obtain additional funding when and as needed, our business might fail.










As
the Company has working capital deficiency and accumulated deficit, there is substantial doubt about our ability to continue as
a going concern.










Our
consolidated financial statements included in this report include an explanatory paragraph that indicates that they were prepared
assuming that we would continue as a going concern. As discussed in Note 2 to the consolidated financial statements included with
this report, we had suffered recurring losses from operations, and recorded an accumulated deficit and a working capital
deficit of $11,307,575 and $788,089, respectively as of August 31, 2020. These conditions raise substantial doubt about
our ability to continue as a going concern. These conditions raise substantial doubt about our ability to continue as a going
concern. The ability to continue as a going concern is dependent upon our profit generating 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 become
due. There can be no assurance that we will be successful in our plans described above or in attracting equity or alternative
financing on acceptable terms, or if at all. These consolidated financial statements do not include any adjustments to the recoverability
and classification of recorded asset amounts and classification of liabilities that might be necessary should we be unable to
continue as a going concern.

















7

















We
have identified material weaknesses in our internal control over financial reporting. If we fail to remediate the material weaknesses
or maintain an effective system of internal control over financial reporting, we may be unable to accurately report our financial
results or prevent fraud, and investor confidence and the market price of our shares may be adversely affected.










To
implement Section 404 of the Sarbanes-Oxley Act of 2002, or SOX 404, the SEC adopted rules requiring public companies to include
a report of management on the company’s internal control over financial reporting in their annual reports on Form 10-K.
Under current law, we are subject to the requirement that we maintain internal controls and that management perform periodic evaluation
of the effectiveness of the internal controls, assuming our filing status remains as a smaller reporting company. A report of
our management is included under Item 9A of this Annual Report on Form 10-K. Our management has identified the following material
weaknesses in our internal control over financial reporting:



















































(1)



We do not have an
audit committee – While we are not obligated to have an audit committee, it is management’s view that such a committee,
including a financial expert member, is an utmost important entity level control over the Company’s financial reporting.
Currently, our Chief Executive Officer and directors act in the capacity of the audit committee, and do not include a member
that is considered to be independent of management to provide the necessary oversight over management’s activities.















(2)



We do not have adequate
written policies and procedures – Due to lack of adequate written policies and procedures for accounting and financial
reporting, we did not establish a formal process to close our books monthly and account for all transactions in a timely manner.















(3)



We
did not implement appropriate information technology controls – As of August
31, 2020, we retained copies of all financial data and material agreements; however,
there is no formal procedure or evidence of normal backup of our data or off-site storage
of the data in the event of theft, misplacement, or loss due to unmitigated factors.
















(4)



We do not have sufficient
and skilled accounting personnel with an appropriate level of technical accounting knowledge and experience in the application
of accounting principles generally accepted in the United States commensurate with our financial reporting requirements.












A
“material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting,
such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements
will not be prevented or detected on a timely basis. We have taken measures and plan to continue to take measures to remedy this
material weakness. However, the implementation of these measures may not fully address the material weakness in our internal control
over financial reporting. Our failure to address any control deficiency could result in inaccuracies in our financial statements
and could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on
a timely basis. Moreover, effective internal control over financial reporting is important to prevent fraud. As a result, our
business, financial condition, results of operations and prospects, as well as the trading price of our shares, may be materially
and adversely affected.














Market
acceptance of the Apps is difficult to predict. If the Apps do not achieve market acceptance, our business could
fail.










We
are continuing to develop the Apps. If we are unable to effectively develop and demonstrate the Apps in a timely
fashion, gain recognition with financial service providers, insurers and their clients, and develop a critical level of successful
sales, we may not be able to successfully earn sales revenue and our results of operations and financial condition would then
suffer.

















8















Further,
we cannot predict the rate of adoption or acceptance of the Apps by potential customers and their clients. While we may
be able to effectively demonstrate the usefulness of the Apps, this does not guarantee that financial service providers,
insurers and their clients will accept them, nor can we control the rate at which such acceptance may be achieved. If the
Apps are not widely adopted by financial service providers, insurers and their clients, we may not earn enough by selling
or licensing the technology to support our operations, recover our development costs or become profitable and our business could
fail.










Our
efforts may never demonstrate the feasibility of the Apps.










Our
goal is to create a platform that is easily used by financial service providers, insurers and their clients to manage investments.
Technical problems may result in delays and cause us to incur additional expenses that would increase our losses. If we cannot
complete, or if we experience significant delays in completing, development of the Apps for use in potential commercial
applications, particularly after incurring significant expenditures, our business may fail.













We face substantial political risks
associated with doing business in Taiwan, particularly due to domestic political events and the tense relationship between the
Republic of China (“ROC”) and the People’s Republic of China, which could adversely affect our financial condition
and results of operations.










Our principal executive
offices and substantially all of our assets are located in Hong Kong and Taiwan, and substantially all of our revenues are derived
from our operations in Taiwan. Accordingly, our business, financial condition and results of operations and the market price of
our common shares may be affected by changes in ROC governmental policies, taxation, inflation or interest rates and by social
instability and diplomatic and social developments in or affecting Taiwan which are outside of our control. Taiwan has a unique
international political status. The PRC government asserts sovereignty over mainland China and Taiwan and does not recognize the
legitimacy of the government of the ROC. The PRC government has indicated that it may use military force to gain control over
Taiwan if Taiwan declares independence or if Taiwan refuses to accept the PRC’s stated “One China” policy. In
addition, on March 14, 2005, the National People’s Congress of the PRC passed what is widely referred to as the “anti-secession”
law, a law authorizing the PRC military to respond to efforts by Taiwan to seek formal independence. An increase in tensions between
the ROC and the PRC and the possibility of instability and uncertainty could adversely affect the prices of our ADSs and our shares.
It is unclear what effects any of the events described above may have on relations with the PRC. Relations between Taiwan and
the PRC and other factors affecting Taiwan’s political environment could affect our business.







We may not be able to obtain or renew all licenses, approvals
or permits necessary for our current and future operations.










Our current and future
operations in Taiwan and other regions require a number of regulatory licenses, approvals and permits. We cannot assure you that
we will be able to obtain licenses, approvals or permits necessary for our operations in these regions, or that upon the expiration
of our existing licenses, approvals or permits, we will be able to successfully renew them.




















We
may fail to adequately protect our proprietary technology, which would allow our competitors to take advantage of our research
and development efforts.










We
rely upon trade secrets, proprietary know-how, and continuing technological innovation to develop new services and solutions and
to remain competitive. If our competitors learn of our proprietary technology or processes, they may use this information to produce
services and solutions that are equivalent or superior to our services and solutions, which could materially adversely affect
our business, operations and financial position. Our employees and consultants may breach their obligations not to reveal our
confidential information, and any remedies available to us may be insufficient to compensate our damages. Even in the absence
of such breaches, our trade secrets and proprietary know-how may otherwise become known to our competitors, or be independently
discovered by our competitors, which could adversely affect our competitive position.










We must adapt to changes in software technologies.










In


order to stay competitive, we must anticipate and adapt
to rapid technological changes affecting software development. Any inability to respond to technological advances and implement
new technologies could render our products obsolete or less marketable. Further, the failure to pursue the development of new
technology, platforms, or business models that obtain meaningful commercial success in a timely manner may negatively affect our
business, resulting in increased production costs and more strenuous competition. In order to remain competitive in the market,
we need to continuously develop and introduce new functions and designs for our Apps.










We
are uncertain of our profit margins and whether such profit margins, if achieved, will be able to sustain our business


,


because the Apps have not yet been fully developed.










We
have not yet fully developed the Apps or the pricing that will be associated with them. As a result, we cannot reliably
predict our profit margins, if any. Our operating costs could increase significantly compared to those we currently anticipate
due to unanticipated results from the development process or application of the platform. Further, we envision our pricing to
be highly dependent on the benefits that our customers believe they will achieve using the Apps. Accordingly, we cannot
predict whether or when we will achieve profitability, and if achieved, the amount of such profit margins.










Many
of our potential competitors have greater resources, and it may be difficult to compete against them.










The
software application market is competitive, and we expect competition in this market to increase as existing competitors enhance
and expand their product and service offerings and as new participants enter the market. Increased competition may result in price
reductions, reduced profitability and loss of market share. We cannot ensure that we will be able to compete successfully against
existing or future competitors. Some of our customers and companies with which we have strategic relationships may also become
competitors.

















9















Many
of our current and potential competitors have greater financial, technical, marketing, service and other resources than we have.
As a result, these companies may be able to offer lower prices, additional products or services, or other incentives that we cannot
match or offer. These competitors may be in a stronger position to respond more quickly to new technologies and may be able to
undertake more extensive marketing campaigns. We believe they may also pursue and adopt more aggressive pricing policies and make
more attractive offers to potential customers, employees and strategic partners. In addition, competitors with greater financial
resources may make strategic acquisitions to increase their ability to gain market share or improve the quality or marketability
of their products. Furthermore, we face challenges in selling the Apps to large companies in the process industries that
have internally developed their own proprietary software solutions.









Our success is dependent on the performance
of Yi-Hsiu Lin, our Chief Executive Officer, and the cooperation, performance and retention of our key employees.










Our business and operations
are substantially dependent on the performance of Yi-Hsiu Lin, our Chief Executive Officer. We do not maintain “key person”
life insurance on him. The loss of Mr. Lin or other key employees could seriously harm our business. We cannot assure that employees
will not leave and subsequently compete against us. To mitigate such risk, we plan to require key employees to sign
non-disclosure agreements when they join the Company.





We are also dependent
on our ability to retain and motivate high quality personnel. Competition for such personnel is intense, and we may not be able
to attract, assimilate or retain other highly qualified managerial, sales and technical personnel in the future. The inability
to attract and retain the necessary managerial, sales and technical personnel could cause our business, operating results or financial
condition to suffer.










Our
principal executive offices are located in Hong Kong and our Company has non-U.S. resident officers and directors. As such, it
may be difficult to pursue legal action against our Company or directors.












Due
to the fact that our Company’s executive office is located in Hong Kong and our Company has non-U.S. resident officers and
directors, the enforceability of civil liability provisions of U.S. federal securities laws against our officers and directors,
and our assets located in foreign jurisdictions, will be limited and may not be possible.










Digital
threats such as cyber-attacks, data protection breaches, computer viruses or malware may disrupt our mobile applications, harm
our operating results and damage our reputation, and cyber-attacks or data protection breaches on our clients’ networks
could result in liability for us, damage our reputation or otherwise harm our business.










The
products and services we sell to clients, and our servers and data centers on which our data, and data of our clients and business
partners may be stored, are vulnerable to cyber-attacks, data protection breaches, computer viruses, and similar disruptions from
unauthorized tampering or human error. Any such event could compromise our networks or those of our clients, and the information
stored on our networks or those of our clients could be accessed, publicly disclosed, lost or stolen, which could subject us to
liability to our customers, business partners and others, and could have a material adverse effect on our business, operating
results, and financial condition and may cause damage to our reputation. Efforts to limit the ability of malicious third parties
to disrupt the operations of the Internet or undermine our own security efforts may be costly to implement and meet with resistance,
and may not be successful. Breaches of network security in our clients’ networks, regardless of whether the breach is attributable
to a vulnerability in our products or services, could result in liability for us, damage our reputation or otherwise harm our
business.














Any
failures or interruptions in our services or systems could damage our reputation and substantially harm our business and results
of operations.










Our
success depends in part on our ability to provide reliable remote services, technology integration and managed services to our
clients. The operations of our mobile platforms are susceptible to damage or interruption from human error, fire, flood, power
loss, telecommunications failure, terrorist attacks and similar events. We could also experience failures or interruptions of
our systems and services, or other problems in connection with our operations, as a result of:































damage to or failure
of our computer software or hardware or our connections;










errors in the processing
of data by our systems;










computer viruses
or software defects;

















10






































physical or electronic
break-ins, sabotage, intentional acts of vandalism and similar events;










increased capacity
demands or changes in systems requirements of our customers; and










errors by employees
or third-party service providers.








Any
interruptions in our systems or services could damage our reputation and substantially harm our business and results of operations.










The
outbreak of the recent coronavirus (“COVID-19”), or an outbreak of another highly infectious or contagious disease,
could adversely affect our business activities, financial condition and results of operations.










Our
business is dependent upon the willingness and ability of individuals and business to conduct and monitor financial transactions.
The spread of a highly infectious or contagious disease, such as COVID-19, could cause severe disruptions in the U.S. and world
economy, which could in turn disrupt the business, activities, and operations of our clients, as well as our business and operations.
Moreover, since the beginning of January 2020, the coronavirus outbreak has caused significant disruption in the financial markets
both globally and in the United States. The spread of COVID-19, or an outbreak of another highly infectious or contagious disease,
may result in a significant decrease in use of our mobile platforms. A spread of COVID-19, or an outbreak of another contagious
disease, could also negatively impact the availability of key personnel necessary to conduct our business activities. Such a spread
or outbreak could also negatively impact the business and operations of third-party service providers who perform critical services
for us. If COVID-19, or another highly infectious or contagious disease, spreads or the response to contain COVID-19 is unsuccessful,
we could experience a material adverse effect to our business, financial condition, and results of operations.












We
may not be able to successfully integrate the business and operations of entities that we have acquired or may acquire in the
future into our ongoing business operations, which may result in our inability to fully realize the intended benefits of these
acquisitions, or may disrupt our current operations, which could have a material adverse effect on our business, financial position
and/or results of operations.










We
continue to integrate the operations of NPI and this process involves complex operational, technological and personnel-related
challenges, which are time-consuming and expensive and may disrupt our ongoing business operations. Furthermore, integration involves
a number of risks, including, but not limited to:





































































































difficulties
or complications in combining the companies’ operations;



















differences
in controls, procedures and policies, regulatory standards and business cultures among the combined companies;



















the
diversion of management’s attention from our ongoing core business operations;



















increased
exposure to certain governmental regulations and compliance requirements;



















the
potential loss of key personnel;



















the
potential loss of key customers or suppliers who choose not to do business with the combined business;



















difficulties
or delays in consolidating NPI’s technology platforms, including implementing systems designed to maintain effective
disclosure controls and procedures and internal control over financial reporting for the combined company and enable the Company
to continue to comply with U.S. GAAP and applicable U.S. securities laws and regulations;



















unanticipated
costs and other assumed contingent liabilities;



















difficulty
comparing financial reports due to differing financial and/or internal reporting systems;































making
any necessary modifications to internal financial control standards to comply with the Sarbanes-Oxley Act of 2002 and the
rules and regulations promulgated thereunder; and/or



















possible
tax costs or inefficiencies associated with integrating the operations of the combined company.





















11



















These
factors could cause us to not fully realize the anticipated financial and/or strategic benefits of the acquisition, which could
have a material adverse effect on our business, financial condition and/or results of operations.








Even
if we are able to successfully operate the acquired business, we may not be able to realize the revenue and other synergies and
growth that we anticipated from this acquisition in the time frame that we currently expect, and the costs of achieving these
benefits may be higher than what we currently expect, because of a number of risks, including, but not limited to, the possibility
that the acquisition may not further our business strategy as we expected.








As
a result of these risks, the acquisition and integration may not contribute to our earnings as expected, we may not achieve expected
revenue synergies or our return on invested capital targets when expected, or at all, and we may not achieve the other anticipated
strategic and financial benefits of the acquisition of NPI.












The
risks arising with respect to the historic business and operations of NPI may be different from what we anticipate, which could
significantly increase the costs and decrease the benefits of the acquisition and materially and adversely affect our operations
going forward.










Although
we performed financial, legal, technological and business due diligence with respect to our acquisition of NPI, we may not have
appreciated, understood or fully anticipated the extent of the risks associated with the acquisition. We have secured indemnification
for certain matters in connection with the acquisition in order to mitigate the consequences of breaches of representations, warranties
and covenants under the definitive acquisition agreement and the risks associated with historic operations, including those with
respect to compliance with laws, accuracy of financial statements, financial reporting controls and procedures, tax matters and
undisclosed liabilities, and certain matters known to us. We believe that the indemnification provisions of the definitive acquisition
agreement will limit the economic consequences of the issues we have identified in our due diligence to acceptable levels. Notwithstanding
our exercise of due diligence and risk mitigation strategies, the risks of the acquisition and the costs associated with these
risks may be greater than we anticipate. We may not be able to contain or control the costs associated with unanticipated risks
or liabilities, which could materially and adversely affect our business, liquidity, capital resources or results of operations.










Any
impairment charge may have a material adverse effect on our operating results.














Under
U.S. GAAP, we are required to evaluate our investments and long-term non-financial assets, such as property, plant and equipment,
right-of-use assets and long-term purchase agreements, for impairment whenever triggering events or changes in circumstances indicate
that the asset may be impaired and carrying value may not be recoverable. If certain criteria are met, we are required to recognize
an impairment charge.








The
determination of an impairment charge at any given time is based significantly on our expected results of operations over a number
of years subsequent to that time. As a result, an impairment charge is more likely to occur during a period when our operating
results are otherwise already depressed. The valuation of long-term non-financial assets is subjective and requires us to make
significant estimates about our future performance and cash flows, as well as other assumptions. These estimates can be affected
by numerous factors, including changes in economic, industry or market conditions, changes in business operations, changes in
competition or potential changes in our stock price and market capitalization. Changes in these estimates and assumptions, or
changes in actual performance compared with estimates of our future performance, may affect the fair value of long-term non-financial
assets, which may result in an impairment charge. See “Note 2 – Summary of Significant Accounting Policies - Goodwill
and impairment of goodwill” in our financial statements for a discussion of how we assess if an impairment charge is required
and, if so, how the amount is determined.








Any
impairment charge on our investments and long-term non-financial assets, or the inability to recognize or the subsequent derecognition
of previously



















12

















Because
our officers and directors conduct outside business activities, the attention and efforts of our officers and directors are not
solely focused upon Leader Capital Holdings Corp.










While
our officers and directors intend to devote as much time as necessary to the success and development of the Company, Mr. Lin in
particular has outside interests that require a portion of his time every week. Currently, Mr. Lin is prepared to dedicate 36
hours per week to our operations. Although we believe their time, resources, and effort to be allocated appropriately to allow
for the Company’s future success, there can be no guarantee that their priorities will not shift in the future. In the event
that their outside interests begin to take precedence over their positions in the Company, the Company may not experience the
growth and success that is anticipated.









Risks
Related to Owning Our Securities











There
is no public market for our securities. Our investors may not be able to sell their securities.










Our
common stock was approved for quotation on the OTCQB Marketplace quotation system maintained by the OTC Markets Group, Inc. under
the symbol “LCHD” on November 6, 2020. A market for our common stock has not yet developed and we cannot assure you
that a market will develop in the future. Our shareholders may not be able to sell their common stock.










We
have the right to issue shares of preferred stock. If we were to issue preferred stock, it is likely to have rights, preferences
and privileges that may adversely affect our common stock or other securities.










We
are authorized to issue 200,000,000 shares of “blank check” preferred stock, with such rights, preferences and privileges
as may be determined from time-to-time by our board of directors. Our board of directors is empowered, without shareholder approval,
to issue preferred stock in one or more series, and to fix for any series the dividend rights, dissolution or liquidation preferences,
redemption prices, conversion rights, voting rights, and other rights, preferences and privileges for the preferred stock. No
shares of preferred stock are presently issued and outstanding and we have no immediate plans to issue shares of preferred stock.
The issuance of shares of preferred stock, depending on the rights, preferences and privileges attributable to the preferred stock,
could adversely reduce the voting rights and powers of the common stock and the portion of our assets allocated for distribution
to common stock holders in a liquidation event, and could also result in dilution in the book value per share of our common stock.
The preferred stock could also be utilized, under certain circumstances, as a method for raising additional capital or discouraging,
delaying or preventing a change in control of the Company, to the detriment of holders of our common stock. We cannot assure you
that we will not, under certain circumstances, issue shares of our preferred stock.

















13

















We
may be required to raise additional financing by issuing new securities, which may have terms or rights superior to those of our
shares of common stock, which could adversely affect the market price of our shares of common stock.










We
will require additional financing to fund development and commercialization of the Apps and for working capital and
other purposes. We may not be able to obtain financing on favorable terms, if at all. If we raise additional funds by issuing
equity securities, the percentage ownership of our then-current shareholders will be reduced. Further, we may have to offer new
investors in our equity securities rights that are superior to the holders of common stock, which could adversely affect the market
price and the voting power of shares of our common stock. If we raise additional funds by issuing debt securities, the holders
of the debt securities would similarly have rights senior to those of the holders of shares of common stock, and the terms of
the debt securities could impose restrictions on operations and create a significant interest expense for us which could have
a materially adverse effect on our business and results of operations.










We
have not paid dividends on our common stock to date and do not intend to pay any dividends for the foreseeable future.










We
have not paid any dividends on our common stock to date and do not intend to pay any dividends for the foreseeable future. The
payment of dividends in the future will be made at the discretion of our board of directors, and will be contingent upon our revenues
and earnings, if any, capital requirements and general financial condition. We are under no contractual obligations or restrictions
to declare or pay dividends on shares of our common stock. It is the present intention of our board of directors to retain all
earnings, if any, for use in our business operations and, accordingly, our board does not anticipate declaring any dividends in
the foreseeable future.










We
will incur significant costs as a result of being a public company that reports to the SEC. Furthermore, the reporting requirements
may place undue strain on our personnel, systems and resources.










As
a public company required to report to the SEC, we expect to incur significant legal, accounting, investor relations, printing,
board compensation, and other expenses that we did not incur as a private company.








Once
this registration statement is declared effective, we will be subject to the reporting requirements of the Exchange Act and the
Sarbanes-Oxley Act of 2002 as well as rules subsequently implemented by the SEC that impose significant requirements on public
companies, including requiring us to establish and maintain effective disclosure and financial controls and changes in corporate
governance practices. In addition, there are significant corporate governance and executive compensation-related provisions in
the Dodd-Frank Wall Street Reform and Protection Act that, as we grow, could increase our legal and financial compliance costs
and make some activities more difficult, time-consuming or costly. These requirements may place undue strain on our personnel,
systems and resources.










Our
officers and directors lack experience in, and with, the reporting and disclosure obligations of publicly-traded companies.










Our
officers and directors lack experience in, and with, the reporting and disclosure obligations of publicly-traded companies and
with serving as an officer and/or director of a publicly-traded company. This lack of experience may impair our ability to maintain
effective internal controls over financial reporting and disclosure controls and procedures, which may result in material misstatements
to our financial statements and an inability to provide accurate financial information to our stockholders. Consequently, our
operations, future earnings and ultimate financial success could suffer irreparable harm due to the lack of experience of our
officers and directors with publicly-traded companies and the reporting requirements in general.

















14

















Our
Chief Executive Officer is also our controlling shareholder. He may significantly influence matters to be voted on and his interests
may differ from, or be adverse to, the interests of our other shareholders.









Our Chief Executive Officer,
director and majority shareholder, Mr. Yi-Hsiu Lin, beneficially owns 56% of our common stock. Accordingly, Mr. Lin possesses
significant influence over the Company on matters submitted to the shareholders for approval, including the election of directors,
mergers, consolidations, the sale of all or substantially all our assets, and also the power to prevent or cause a change in control.
This amount of control gives Mr. Lin a substantial ability to determine the future of our Company, and as such, he may elect to
close the business, change the business plan or make any number of other major business decisions without the approval of shareholders.
Mr. Lin’s interests may differ from the interests of our other shareholders and could therefore result in corporate decisions
that are averse to other shareholders.










The
audit reports included in this annual report have been prepared by auditors whose work may not be inspected fully by the Public
Company Accounting Oversight Board and, as such, you may be deprived of the benefits of such inspection.














Our
independent registered public accounting firm that issues the audit reports included in our annual reports filed with the SEC
as auditors of companies that are traded publicly in the United States and firms registered with the Public Company Accounting
Oversight Board (United States), or the PCAOB, are required by the laws of the United States to undergo regular inspections by
the PCAOB to assess their respective compliance with the laws of the United States and professional standards.








Many
other clients of our auditors have substantial operations within mainland China, and the PCAOB has been unable to complete inspections
of the work of our auditors without the approval of the Chinese authorities. Thus, our auditors and their audit work are not currently
inspected fully by the PCAOB. On December 7, 2018, the SEC and the PCAOB issued a joint statement highlighting continued challenges
faced by the U.S. regulation in their oversight of financial statement audits of U.S.-listed companies with significant operation
in China. However, it remains unclear what further actions the SEC and PCAOB will take to address the problem.








Inspections
of other firms that the PCAOB has conducted outside mainland China have identified deficiencies in those firms’ audit procedures
and quality control procedures, which can be addressed as part of the inspection process to improve future audit quality. The
lack of PCAOB inspections in mainland China prevents the PCAOB from regularly evaluating our auditors’ audit procedures
and quality control procedures as they relate to their work in mainland China. As a result, investors may be deprived of the benefits
of such regular inspections.








The
inability of the PCAOB to conduct full inspections of auditors in mainland China makes it more difficult to evaluate the effectiveness
of our auditors’ audit procedures and quality control procedures as compared to auditors who primarily work in jurisdictions
where the PCAOB has full inspection access. Investors may lose confidence in our reported financial information and the quality
of our financial statements.














Proceedings
instituted by the SEC against five PRC-based accounting firms could result in financial statements being determined to be not
in compliance with the requirements of the Securities Exchange Act of 1934.










The
SEC previously instituted proceedings against mainland Chinese affiliates of the “big four” accounting firms, including
the affiliate of our auditor, for failing to produce audit work papers under Section 106 of the Sarbanes-Oxley Act because of
restrictions under PRC law. Each of the “big four” accounting firms in mainland China agreed to a censure and to pay
a fine to the SEC to settle the dispute and stay the proceedings for four years, until the proceedings were deemed dismissed with
prejudice on February 6, 2019. It remains unclear whether the SEC will commence a new administrative proceeding against the four
mainland China-based accounting firms. Any such new proceedings or similar action against our audit firm for failure to provide
access to audit work papers could result in the imposition of penalties, such as suspension of our auditor’s ability to
practice before the SEC. If our independent registered public accounting firm, or its affiliate, was denied, even temporarily,
the ability to practice before the SEC, and it was determined that our financial statements or audit reports were not in compliance
with the requirements of the U.S. Exchange Act, we could be at risk of delisting or become subject to other penalties that would
adversely affect our ability to remain listed on the Nasdaq.

















15















In
recent years, U.S. regulators have continued to express their concerns about challenges in their oversight of financial statement
audits of U.S.-listed companies with significant operations in China. More recently, as part of increased regulatory focus in
the U.S. on access to audit information, on May 20, 2020, the U.S. Senate passed the Holding Foreign Companies Accountable Act,
or the HFCA Act, which includes requirements for the SEC to identify issuers whose audit reports are prepared by auditors that
the PCAOB is unable to inspect or investigate completely because of a restriction imposed by a non-U.S. authority in the auditor’s
local jurisdiction. If the HFCA Act or any similar legislation were enacted into law, our securities may be prohibited from trading
on the Nasdaq or other U.S. stock exchanges if our auditor is not inspected by the PCAOB for three consecutive years, and this
ultimately could result in our ordinary shares being delisted. Delisting of our ordinary shares would force our U.S.-based shareholders
to sell their shares. The market prices of our ordinary shares could be adversely affected as a result of anticipated negative
impacts of the HFCA Act upon, as well as negative investor sentiment towards, China-based companies listed in the United States,
regardless of whether the HFCA Act is enacted and regardless of our actual operating performance.








Furthermore,
on June 4, 2020, the U.S. President issued a memorandum ordering the President’s Working Group on Financial Markets (“PWG”)
to submit a report to the President within 60 days of the memorandum that includes recommendations for actions that can be taken
by the executive branch, the SEC, the PCAOB or other federal agencies and departments with respect to Chinese companies listed
on U.S. stock exchanges and their audit firms, in an effort to protect investors in the United States. On August 6, 2020, PWG
released its Report on Protecting United States Investors from Significant Risks from Chinese Companies (“PWG Report”).
The PWG Report includes five recommendations for the Securities and Exchange Commission. In particular, to address companies from
jurisdictions, such as China, that do not provide the PCAOB with sufficient access to fulfill its statutory mandate, the PWG recommends
enhanced listing standards on U.S. exchanges. This would require, as a condition to initial and continued exchange listing, PCAOB
access to work papers of the principal audit firm for the audit of the listed company. Companies unable to satisfy this standard
as a result of governmental restrictions on access to audit work papers and practices in these countries may satisfy this requirement
by providing a co-audit from an audit firm with comparable resources and experience where the PCAOB determines it has sufficient
access to audit work papers and practices to conduct an appropriate inspection of the co-audit firm. The PWG Report permits the
new listing standards to provide for a transition period until January 1, 2022 for listed companies. The recommendations are to
include actions that could be taken under current laws and rules as well as possible new rulemaking recommendations. Any resulting
actions, proceedings or new rules could adversely affect the listing and compliance status of China-based issuers listed in the
United States, such as our company, and may have a material and adverse impact on the trading prices of the securities of such
issuers, including our ordinary shares, and substantially reduce or effectively terminate the trading of our ordinary shares in
the United States.










The
trading in our shares will be regulated by the Rule 15G-9 of the Exchange Act which defines a “penny stock.”










Our
common stock is a penny stock, as defined in Rule 15G-9 promulgated under the Exchange Act. As discussed at Item 9 of this registration
statement, the Exchange Act and the 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 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 must deliver certain disclosures required by the SEC. Consequently,
the penny stock rules may make it difficult for you to resell any shares you may purchase.










FINRA
sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.










In
addition to the penny stock rules promulgated by the SEC, which are discussed in the immediately preceding risk factor, FINRA
rules require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that
the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional
customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax
status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high
probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it
more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit the ability to buy and
sell our stock and have an adverse effect on the market value for our shares.

















16






















Item
1B. Unresolved Staff Comments









As
a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this
information.











Item
2. Properties









Our
principal executive office is located at Room 2708-09, Metropolis Tower, 10 Metropolis Drive, Hung Hom, Hong Kong. We have an
agreement for use of office space at this location under a lease expiring on July 31, 2021.











Item
3. Legal Proceedings









There
are presently no pending legal proceedings to which the Company, LFGL, JFB or any of its property is subject, or any material
proceedings to which any director, officer or affiliate of the Company, any owner of record or beneficially of more than five
percent of any class of voting securities is a party or has a material interest adverse to the Company, and no such proceedings
are known to the Company to be threatened or contemplated against it.











Item
4. Mine Safety Disclosures









Not
applicable.

















17




















PART
II












Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities









Since
November 6, 2020, our common stock has been quoted on the OTCQB Venture Market maintained by the OTC Markets under the symbol
“LCHD.” From June 27, 2019 until our quotation on the OTCQB, our common stock was quoted on the OTC Pink market under
the same symbol. The following table indicates the quarterly high and low bid price for our common stock for the fiscal years
ended August 31, 2019 and 2020. Such inter-dealer quotations do not necessarily represent actual transactions and do not reflect
retail mark-ups, mark-downs or commissions.












































































































































High



Low


Fiscal year ended August 31, 2019









Quarter ended November 30, 2018


$

-



$

-


Quarter ended February 28, 2019


$

-



$

-


Quarter ended May 31, 2019


$

-



$

-


Quarter ended August 31, 2019


$

-



$

-











Fiscal year ended August 31, 2020









Quarter ended November 30, 2019


$

2.00



$

0.01


Quarter ended February 29, 2020


$

1.50



$

1.00


Quarter ended May 31, 2020


$

1.20



$

0.05


Quarter ended August 31, 2020


$

1.25



$

0.12








On
December 10, 2020, the closing bid price of our common stock as reported on the OTCQB was $3.125.











Holders
of Record









As
of December 10 2020, we had 129,974,219 shares of our common stock issued and outstanding, and there were 104 stockholders of
record of our common stock, not including an indeterminate number of stockholders whose shares are held by brokers in street name.









Dividend
Policy









We
have not paid any dividends on our common stock to date and do not intend to pay any dividends for the foreseeable future. The
payment of dividends in the future will be made at the discretion of our board of directors, and will be contingent upon our revenues
and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination.
We are under no contractual obligations or restrictions to declare or pay dividends on shares of our common stock. it is the present
intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board
does not anticipate declaring any dividends in the foreseeable future.









Transfer
Agent and Registrar









The
transfer agent for our capital stock is Dynamic Stock Transfer, Inc., which is located at 45 W. Easy Street, Suite 28, Simi Valley,
CA 93065.



















18


















Recent
Sales of Unregistered Securities









On
August 1, 2020, the Company entered into a loanout agreement with Holmax International Inc. (the “Lender”) to provide
services by its employee to the Company for a one-year term. Pursuant to the agreement, the Company agreed to issue the Lender
1,000,000 shares of common stock vested on September 15, 2020 with piggyback registration rights. The Company also agreed
to pay the Lender an annual fee of $66,000, payable on the first business day of each quarter commencing on August 1, 2020. The
fair value of the shares of common stock was $1,000,000, which was calculated based on the stock price of $1.00 per
share on September 15, 2020 and will be amortized over the service term. During the year ended August 31, 2020, the
Company recognized $5,500 as compensation under this agreement. The shares are granted and vested on September 15, 2020, prorated
for any partial year and expected to be issued by December 31, 2020. The Company offered the shares of common
stock described herein in reliance upon the exemption from registration afforded by Section 4(a)(2) under the Securities Act of
1933, as amended. The offer and issuance of the shares of common stock do not involve a “public offering” based
upon the following factors: (i) the offer of the shares of common stock was an isolated private transaction; (ii) a limited number
of shares of common stock were offered to one entity; (iii) there were no public solicitations; (iv) the investment intent of
the recipient; and (v) the restriction on transferability of the shares of common stock to be issued.







Penny
Stock Regulations









The
SEC has adopted regulations that generally define “penny stock” to be an equity security that has a market price of
less than $5.00 per share. Our common stock may fall within the definition of penny stock and be subject to rules that impose
additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers
and accredited investors (generally those with assets in excess of $1,000,000, or annual incomes exceeding $200,000 individually,
or $300,000, together with their spouse).








For
transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such
securities and have received the purchaser’s prior written consent to the transaction. Additionally, for any transaction,
other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure
document mandated by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer also must disclose
the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and,
if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed
control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held
in the account and information on the limited market in penny stocks. Consequently, the “penny stock” rules may restrict
the ability of broker-dealers to sell our common stock and may affect the ability of investors to sell their common stock in the
secondary market.








In
addition to the “penny stock” rules promulgated by the SEC, the FINRA has adopted rules that require that in recommending
an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that
customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other
information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced
securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers
to recommend that their customers buy our common stock, which may limit the investors’ ability to buy and sell our stock.











Securities
Authorized for Issuance under Equity Compensation Plans









As
of August 31, 2020, the Company has not authorized any securities for issuance under an equity compensation plan.











Item
6. Selected Financial Data









As
a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this
information.











Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations










The
following discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated
financial statements and the notes to those financial statements appearing elsewhere in this Form 10-K.


















19
















Certain
statements in this Form 10-K constitute forward-looking statements. These forward-looking statements include statements, which
involve risks and uncertainties, regarding, among other things, (a) our projected sales, profitability, and cash flows, (b) our
growth strategy, (c) anticipated trends in our industry, (d) our future financing plans, and (e) our anticipated needs for, and
use of, working capital. They are generally identifiable by use of the words “may,” “will,” “should,”
“anticipate,” “estimate,” “plan,” “potential,” “project,” “continuing,”
“ongoing,” “expects,” “management believes,” “we believe,” “we intend,”
or the negative of these words or other variations on these words or comparable terminology. In light of these risks and uncertainties,
there can be no assurance that the forward-looking statements contained in this filing will in fact occur. You should not place
undue reliance on these forward-looking statements.










The
forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities
laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on
which the statements are made or to reflect the occurrence of unanticipated events.










Overview









Leader
Capital Holdings Corp. is an early stage technology company that conducts its operations through its wholly owned subsidiaries,
Leader Financial Group Limited, a Seychelles corporation incorporated on March 6, 2017 (“LFGL”), and JFB Internet
Service Limited, a Hong Kong corporation incorporated on July 6, 2017 (“JFB”).








Through
LFGL, we act as the service provider for a mobile application investment platform that is owned by JFB. The platform connects
investors with financial service providers in an effort to sharpen operational efficiency and seeks to address customer demands
for more innovative services. It is a ready-made application created to meet the needs of financial service providers, especially
trust companies and insurance companies. The platform is customizable and each financial institution can adjust the platform to
better suit their client’s needs.








Use
of the JFB platform is currently free; however, we have an agreement with a third party whereby we have authorized the third party
to use our investment platform and related applications until December 31, 2020 for a fee. In the future, the Company intends
to generate additional revenue by developing a new, more comprehensive mobile application, with similar functions as the JFB platform,
to offer to our clients for a fee.








The
Company is currently developing a new, more comprehensive FinMaster mobile application (“FinMaster App”), to offer
to our clients for a fee. This FinMaster App intends to offer one-stop shopping for multi financial services. Key services include
real-time Taiwan stock market quotes, financial industry information and news, social media activities, on-line live broadcast,
A.I. stock selection and other features. On August 17, 2020, the Company, through its wholly-owned subsidiary JFB Internet Service
Limited, a company incorporated and existing under the laws of Hong Kong (the “Buyer”), acquired all of the issued
and outstanding capital stock (the “Acquisition”) of Nice Products Inc., a company organized under the laws of the
British Virgin Islands and the Company’s software ODM developer of the FinMaster APP (“NPI”), pursuant to the
terms and conditions of that certain Stock Purchase Agreement, dated as of August 17, 2020, among the Company, the Buyer, NPI,
the selling shareholders of NPI identified therein (each a “Seller,” and, collectively, the “Sellers”)
and the representative of the Sellers identified therein. The aggregate purchase price for the acquisition was $4,850,000, less
certain discounts, expenses and reductions for outstanding NPI debt owed to the Company and/or its affiliates. The net purchase
price for the acquisition was $3,506,042, payable in 8,415,111 shares of the Company’s common stock to the Sellers in accordance
with their respective pro rata percentage.








As
a result of the acquisition, the Company now owns, indirectly through the Buyer, 100% of NPI. NPI, through its wholly-owned subsidiaries,
LOC Weibo Co., Ltd. and Beijing DataComm Cloud Media Technology Co., Ltd., companies organized under the laws of the Republic
of China and the laws of the People’s Republic of China, respectively, engages primarily in the development of ecological-system
applications, integration of big data and promotion of OTT applications. As a result of the acquisition, we believe the FinMaster
App can be launched to the market in a timely and efficient manner and clients on this open platform could be served more effectively
and satisfactorily.

















20















We
have incurred significant operating losses. As of August 31, 2020 and 2019, our accumulated deficits were $11,307,575 and $1,464,746,
respectively. We generated revenue of $6,667 and $18,111 for the fiscal years ended August 31, 2020 and 2019, respectively. Our
net losses were principally attributed to general and administrative expenses.









Going
concern









The
accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization
of assets and the settlement of liabilities and commitments in the normal course of business.








We
have suffered recurring losses from operations, and recorded an accumulated deficit and a working capital deficit of $11,307,575
and $788,089, respectively as of August 31, 2020. These conditions raise substantial doubt about our ability to continue
as a going concern. The ability to continue as a going concern is dependent upon our profit generating operations in the future
and/or obtaining the necessary financing to meet its obligations and repay our liabilities arising from normal business operations
when they become due.








We
expect to finance our operations primarily through cash flow from operations, loans from existing directors and shareholders and
placements of capital stock for additional funding. In the event that we require additional funding to finance the growth of our
current and expected future operations as well as to achieve our strategic objectives, a shareholder has indicated the intent
and ability to provide additional financing. No assurance can be given that any future financing, if needed, will be available
or, if available, that it will be on terms that are satisfactory to us. Even if we are able to obtain additional financing, if
needed, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for
our stockholders, in the case of equity financing.








The
COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause
further business slowdowns or shutdowns, depress demand for our business, and adversely impact our results of operations. We expect
uncertainties around our key accounting estimates to continue to evolve depending on the duration and degree of impact associated
with the COVID-19 pandemic. Its estimates may change as new events occur and additional information emerges, and such changes
are recognized or disclosed in its consolidated financial statements.








These
consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts
and classification of liabilities that might be necessary should we be unable to continue as going concern.









Results
of Operations












Comparison
of years ended August 31, 2020 and 2019

















































































































































Year ended August 31,




2020



2019









Revenue


$

6,667



$

18,111


General and administrative expenses



(9,736,502

)



(955,569

)

Loss from operations



(9,729,835

)



(937,458

)

Interest expenses



(63,256

)



(2,795

)

Loss on change in fair value of convertible notes



(199,000

)



-


Other income



149,262




38,159


Loss before income tax



(9,842,829

)



(902,094

)

Income tax expense



-




-











Net loss and comprehensive loss


$

(9,842,829

)


$

(902,094

)


















21


















Revenue









We
signed an agreement with a third party whereby we authorized the third party to use our investment platform and related applications,
for a period until December 31, 2020, for an upfront service fee. An additional fee is charged upon the third party’s sale
of products on our mobile application. Income recognized on this contract was $6,667 and $18,111 for the fiscal years ended August
31, 2020 and 2019, respectively.









General
and Administrative Expenses









General
and administrative expenses for the year ended August 31, 2020 amounted to $9,736,502 as compared to $955,569 for the year ended
August 31, 2019, an increase of $8,780,933. Our general and administrative expenses consist primarily of software development
costs, consultancy fees, payroll expenses, rental expenses, marketing fees and legal and professional fees. The increase in general
and administrative expenses was mainly because we expensed $1,000,000 and $454,339 in development costs for our mobile application
for the years ended August 31, 2020 and, 2019, respectively. The increase in general and administrative expenses in fiscal year
2020 was also contributed by an increase in share-based compensation from $nil in fiscal year 2019 to $8,062,500 in fiscal year
2020.









Loss
on Change in Fair Value of Convertible Notes









Our
loss on change in fair value of convertible notes increased from $nil in 2019 to $199,000 in 2020 due to fluctuation in the fair
value of our convertible notes, which we issued in 2020.









Other
Income









Other
income for the year ended August 31, 2020 amounted to $149,262 as compared to $38,159 in the prior year, representing an increase
of $111,103. The increase was due primarily to the increase in interest income of $127,849 primarily on notes receivable from
$11,581 during the year ended August 31, 2019 to $139,430 during the year ended August 31, 2020; and partially offset by a drop
of rental income of $25,561.











Net
Loss









As
a result of the foregoing, our net loss was $9,842,829 for the year ended August 31, 2020, as compared to $902,094 for the year
ended August 31, 2019. The net loss was mainly derived from general and administrative expenses.









Liquidity
and Capital Resources









We
had $432,087 in cash and cash equivalents as of August 31, 2020.








Net
cash used in operating activities for the year ended August 31, 2020 was $956,849, as compared to $427,580 for the year ended
August 31, 2019. The net cash used in operating activities for the years ended August 31, 2020 and 2019 were mainly due to our
net loss (excluding non-cash mobile application development costs, share-based compensation depreciation and amortization and
loss on change in fair value of convertible notes) of $1,443,400 for the year ended August 31, 2020, as compared to $439,088 for
the year ended August 31, 2019.








Net
cash used in investing activities for the years ended August 31, 2020 and 2019 were $2,057,014 and $827,218, respectively. The
net cash used in investing activities for the year ended August 31, 2020 were for the issuance of notes receivable of $2,291,760
and partially offset by the notes repayment of $50,000 and acquisition of NPI, net of cash on hand amounted to $185,117. The net
cash used in investing activities for the year ended August 31, 2019 was mainly related to the issuance of notes receivable in
the amount of $824,858 and the purchase of property, plant and equipment in the amount of $2,360.








Net
cash provided by financing activities for the year ended August 31, 2020 was $2,998,388, as compared to $863,037 for the year
ended August 31, 2019. The net cash provided by financing activities for the year ended August 31, 2020 was mainly attributed
to the proceeds from the shares issued in private placement of $1,570,014, convertible notes issuance of $230,000 and advance
from a director of $1,138,299. For the year ended August 31, 2019, net cash provided by financing activities was mainly from an
advance from a director of $262,159 and proceeds from a bond issuance of $600,000.

















22
















Critical
Accounting Policies and Estimates









We
regularly evaluate the accounting policies and estimates that we use to make budgetary and financial statement assumptions. A
complete summary of these policies is included in the notes to our financial statements. In general, management’s estimates
are based on historical experience, on information from third party professionals, and on various other assumptions that are believed
to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management. The discussion
of our critical accounting policies contained in Note 2 to our consolidated financial statements, “Summary of Significant
Accounting Policies,” is incorporated herein by reference.









Recent
Accounting Pronouncements









For
further information on recently issued accounting pronouncements, see Note 2—Summary of Significant Accounting Policies
in the accompanying notes to consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary
Data” of this Annual Report on Form 10-K.









Off-Balance
Sheet Arrangements









As
of August 31, 2020, we have no significant off-balance sheet arrangements that have or are reasonably likely to have a current
or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that are material to our stockholders.









Contractual
Obligations









As
a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this
information.









Fiscal
Year









Our
fiscal year ends on August 31.











Item
7A. Quantitative and Qualitative Disclosures about Market Risk









As
a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the
information required by this Item.













Item
8. Financial Statements and Supplementary Data









Please
see the financial statements beginning on page F-1 located in this Form 10-K and incorporated herein by reference.











Item
9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure









On
September 25, 2019, we decided to dismiss TAAD, LLP as our independent registered public accounting firm, and appointed Centurion
ZD CPA & Co as our independent registered public accounting firm, effective immediately.








The
disclosure required under this section was previously reported as such term is defined in Rule 12b-2 under the Securities Exchange
Act of 1934, as amended, on a current report on Form 8-K filed with the Securities and Exchange Commission on September 27, 2019.

















23


















Item
9A. Controls and Procedures










Evaluation
of Disclosure Controls and Procedures









As
required by Rule 13a-15 under the Exchange Act, our management has carried out an evaluation, with the participation and under
the supervision of our Chief Executive Officer and principal financial officer, of the effectiveness of the design and operation
of our disclosure controls and procedures as of August 31, 2020. Disclosure controls and procedures refer to controls and other
procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act
is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such
information is accumulated and communicated to our management, including our chief executive officer and chief financial officer,
as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and
procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating
and implementing possible controls and procedures.








Management
conducted its evaluation of disclosure controls and procedures under the supervision of our Chief Executive Officer and our principal
financial officer. Based upon, and as of the date of this evaluation, our Chief Executive Officer and principal financial officer
concluded that our disclosure controls and procedures were not effective as of August 31, 2020 due to the material weaknesses
in our internal control over financial reporting, which are described below.









Management’s
Annual Report on Internal Control over Financial Reporting









Our
management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.
Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive
Officer and principal financial officer, and effected by our board of directors, management and other personnel, to provide reasonable
assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes
in accordance with U.S. GAAP, and includes those policies and procedures that:



























(1)



pertain
to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of
our assets;






(2)



provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S.
GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management and
directors; and






(3)



provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could
have a material effect on the financial statements.








All
internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to
be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures may deteriorate.








Our
management assessed the effectiveness of our internal control over financial reporting as of August 31, 2020. In making this assessment,
management used the framework set forth in the report entitled Internal Control - Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission, or COSO. The COSO framework summarizes each of the components of a company’s
internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information
and communication, and (v) monitoring. Based on our assessment, as a result of the material weaknesses described below, our Chief
Executive Officer and principal financial officer determined that, as of August 31, 2020, our internal control over financial
reporting was not effective because of the following material weaknesses in our internal control over financial reporting has
been identified.

















24















A
material weakness is a deficiency or a combination of deficiencies in internal control over financial reporting such that there
is a reasonable possibility that a material misstatement of our annual financial statements will not be prevented or detected
in a timely basis.








Management
identified the following material weaknesses during its assessment of internal controls over financial reporting as of August
31 2020.















































1.




We do not have
an audit committee

– While we are not obligated to have an audit committee, it is management’s view that such
a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial
reporting. Currently, our Chief Executive Officer and directors act in the capacity of the audit committee, and do not include
a member that is considered to be independent of management to provide the necessary oversight over management’s activities.















2.




We do not have
adequate written policies and procedures

– Due to lack of adequate written policies and procedures for accounting
and financial reporting, we did not establish a formal process to close our books monthly and account for all transactions
in a timely manner.















3.




We did not implement
appropriate information technology controls

– As at August 31, 2020, we retained copies of all financial data and
material agreements; however, there is no formal procedure or evidence of normal backup of our data or off-site storage of
the data in the event of theft, misplacement, or loss due to unmitigated factors.















4.




We do not have
sufficient and skilled accounting personnel

with an appropriate level of technical accounting knowledge and experience
in the application of accounting principles generally accepted in the United States commensurate with our financial reporting
requirements.








Notwithstanding
these material weaknesses, however, management has concluded that the consolidated financial statements included in this Annual
Report present fairly, in all material respects, our financial position, results of operations and cash flows for the periods
presented in conformity with U.S. GAAP.









Management’s
Remediation Initiatives









In
an effort to remediate the identified material weaknesses and enhance our internal controls, we have initiated,
or plan to initiate, the following series of measures:





































1.



Create a position
to segregate duties consistent with control objectives and increase our personnel resources and technical accounting expertise
within the accounting function when funds are available to us.















2.



Prepare written
policies and procedures for accounting and financial reporting to establish a formal process to close our books monthly on
an accrual basis and account for all transactions, including equity and debt transactions, in a timely manner.















3.



Add staff members
to our management team to make sure that information required to be disclosed in our reports filed and submitted under the
Exchange Act is recorded, processed, summarized and reported as and when required and the staff members will have segregated
responsibilities with regard to these responsibilities.








We
anticipate that these initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2021.









Changes
in Internal Controls over Financial Reporting









There
was no change in our internal controls over financial reporting that occurred during the period covered by this Form 10-K, which
has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting:








This
Form 10-K does not include an attestation report of the Company’s registered independent public accounting firm regarding
internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered
independent public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide
only management’s report in this Form 10-K.













Item
9B. Other Information









None.

















25




















PART
III












Item
10. Directors, Executive Officers and Corporate Governance









The
following table sets forth the names and ages of all of our current directors and executive officer(s), who are appointed by,
and serve at the pleasure of, the Company’s board of directors.




































Name


Age


Position






Yi-Hsiu Lin


52


Chief Executive Officer, President, Secretary, Treasurer, Director

Shui Fung Cheng


58


Director










Yi-Hsiu
Lin









Mr.
Lin has served as our Chief Executive Officer, President, Secretary, Treasurer and a member of our board of directors since our
inception. Mr. Lin has also served as a director of First Leader Capital Ltd., JFB Internet Service LTD. and Leader Financial
Asset Management Limited since 2017, 2016 and 2015, respectively. Since 2014, Mr. Lin has served as a director for Aquarius Protection
Fund SPC, where he is primarily responsible for administrative management and operation planning. From 2010 to the present, Mr.
Lin has served as the Chief Executive Officer and a director Leader Financial Asset Management Limited, an investment advisory
and management service. Mr. Lin graduated from Overseas Chinese University in Taiwan with a Bachelor’s Degree in Accounting
in 2004. Mr. Lin’s extensive experience in the financial industry provides him with the qualifications and skills to serve
as a director of our Company.









Shui
Fung Cheng









Mr.
Cheng has served as a member of our board of directors since August of 2017. Mr. Cheng has also served as a director of Leader
Financial Asset Management since 2015. From 2013 to 2018, he served as a director for HF Group, a company that provides professional
services for investment, skilled migration to the European Union and oversea real estate investment. Mr. Cheng was responsible
for the development of business strategies, investment decisions and he oversaw all operational activities. Mr. Cheng’s
extensive experience in management and business development provide him with the qualifications and skills to serve as a director
of our Company.








None
of our directors is related to any other director or any officer. None of our directors has been involved in a legal proceeding
that requires disclosure pursuant to Item 401(f) of Regulation S-K promulgated under the Exchange Act.











Corporate
Governance









The
Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely
and understandable disclosure in reports and documents that the Company files with the SEC and in other public communications
made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not
formally adopted a written code of business conduct and ethics that governs the Company’s employees, officers and directors
as the Company is not required to do so.








In
lieu of an audit committee, the Company’s board of directors is responsible for reviewing and making recommendations concerning
the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company’s financial
statements and other services provided by the Company’s independent public accountants. The board of directors and Chief
Executive Officer of the Company review the Company’s internal accounting controls, practices and policies. Consequently,
we do not have a board member that qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)
of Regulation S-K.

















26
















Committees
of the Board











Our
Company currently does not have nominating, compensation, or audit committees or committees performing similar functions nor does
our Company have a written nominating, compensation or audit committee charter. Our directors believe that it is not necessary
to have such committees, at this time, because the directors can adequately perform the functions of such committees.









Involvement
in Certain Legal Proceedings









There
have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material
to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of the Company during
the past ten years.









Independence
of Directors











We
are not required to have independent members of our board of directors, and do not anticipate having independent directors until
such time as we are required to do so.









Code
of Ethics











We
have not adopted a formal code of ethics. The board of directors evaluated the business of the Company and the number of employees
and determined that since the business is operated by a small number of persons, general rules of fiduciary duty and federal and
state criminal, business conduct and securities laws are adequate ethical guidelines. In the event our operations, employees and/or
directors expand in the future, we may take actions to adopt a formal code of ethics.









Shareholder
Proposals









Our
Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations
for directors. The board of directors believes that, given the stage of our development, a specific nominating policy would be
premature and of little assistance until our business operations develop to a more advanced level. Our Company does not currently
have any specific or minimum criteria for the election of nominees to the board of directors and we do not have any specific process
or procedure for evaluating such nominees. The board of directors will assess all candidates, whether submitted by management
or shareholders, and make recommendations for election or appointment.








A
shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our Chief
Executive Officer at the address appearing on the first page of this Form 10-K.









Delinquent
Section 16(a) Reports









Pursuant
to Section 16(a) of the Securities Exchange Act of 1934, the Company’s directors, officers and persons who beneficially
own 10% or more of the common stock are required to file reports specifying their initial ownership of common stock and subsequent
changes in that ownership to the SEC. These reports are required to be filed within specified time periods established by the
SEC. Based solely on our review of reports filed with the SEC, we believe that no director, officer, or 10% shareholder failed
to timely file in fiscal 2020 any report required by Section 16(a), other than the one late filing by First Leader Capital Ltd.
and related entities and persons, including Yi-Hsiu Lin, the Company’s Chief Executive Officer and a member of the Company’s
board of directors, with respect to the cancellation of 5,500,000 shares of common stock pursuant to the terms of a stock forfeiture
letter. Such late filing was filed on December 14, 2020.



















27




















Item
11. Executive Compensation









The
following table sets forth the cash and other compensation paid by the Company to its named executive officer and directors during
the years ended August 31, 2020 and 2019.


















































































































Name and Position


Year ($)


Salary ($)


Bonus ($)



Stock Awards

(1)

($)



Option


Awards ($)


All Other


Compensation ($)


Total ($)

Yi-Hsiu Lin


Chief Executive Officer,


President, Secretary, Treasurer
and director


2020



None

(2)





None



1,250,000


None


30,867

(3)




1,280,867




2019



None




None



None


None



None




None

















Shui Fung Cheng


Director


2020



None

(4)





None



750,000


None


2,171

(3)




752,171




2019



None




None



None


None



None




None






























(1)



The amounts in
the “Stock Awards” column do not reflect compensation actually received by our executive officers. Rather, these
amounts represent the aggregate grant date fair value of all service based RSUs and the target value of the performance based
RSUs granted during each fiscal year computed in accordance with FASB ASC Topic 718, Compensation – Stock Compensation.






(2)



In lieu of Mr.
Lin’s $50,000 annual salary, the Company elected to compensate Mr. Lin with 2,500,000 shares of restricted common stock
pursuant to the terms of his employment agreement.






(3)



Amount reflects
a monthly allowance payable to the individual






(4)



In lieu of Mr.
Cheng’s $30,000 annual compensation, the Company elected to compensate Mr. Cheng with 1,500,000 shares restricted common
stock pursuant to the terms of his director offer letter.









Employment
Agreement(s)









On
September 1, 2019, the Company entered into an employment agreement with Yi-Hsiu Lin to serve as the Chief Executive Officer of
the Company for a two year term. Pursuant to the agreement, Mr. Lin will be compensated at an annual rate of $50,000 per year
(the “Base Compensation”), prorated for any partial year. In place of Base Compensation, the Company, at its option,
may pay Mr. Lin 2,500,000 shares of restricted stock, which would vest as of September 16, 2019. In addition, Mr. Lin may be entitled
to bonus compensation of up to three (3) times Base Compensation based on his achievement of appropriate performance criteria
to be determined by the board of directors or a committee thereof. The agreement will terminate upon death and total or permanent
disability. It may also be terminated for “cause,” as defined in the agreement, upon three days’ notice if the
triggering incident has not been cured in a reasonable time, but no less than 14 days. Additionally, during his employment and
for a period of two years following the termination of his employment, Mr. Lin agreed not to: (a) directly solicit, encourage,
or take any other action which is intended to induce any other employee of the Company to terminate his or her employment with
the Company; or (b) directly interfere in any manner with the contractual or employment relationship between the Company and any
such employee of the Company. Similarly, during his employment and for a period of two years following the termination of his
employment, Mr. Lin agreed not to directly or indirectly, whether for his own account or for the account of any other individual
or entity, solicit the business or patronage of any customers of the Company with respect to products and/or services directly
related to a “competitive business activity,” as defined in the agreement. The agreement also contains a standard
confidentiality clause.











Director
Compensation









On
September 1, 2019, the Company issued a director offer letter to Shui Fung Cheng, pursuant to which Mr. Cheng agreed to serve
as a member of our board of directors for a one year term. For his service as a director, Mr. Cheng will receive annual compensation
in the form of $30,000 in cash or 1,500,000 shares of restricted common stock. The offer letter contains a customary termination
provision and standard confidentiality clauses.








As
of the date of the filing of this Form 10-K, $2,033,058 has been paid to our directors by cash and stock compensation.
In the future, the Company may decide to award the members of the board of directors cash or stock based consideration for
their services to the Company, which awards, if granted shall be in the sole determination of the board of directors.











Executive
Compensation Philosophy









Our
board of directors determines the compensation given to our executive officers in their sole discretion. Our board of directors
reserves the right to pay our executive or any future executives a salary, and/or issue them shares of common stock issued in
consideration for services rendered and/or to award incentive bonuses that are linked to our performance, as well as to the individual
executive officer’s performance. This package may also include long-term stock based compensation to certain executives,
which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our board
of directors has not granted any performance base stock options to date, the board of directors reserves the right to grant such
options in the future, if they in their sole determination believes such grants would be in the best interests of the Company.

















28
















Incentive
Bonus









The
board of directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion,
if the board of directors believes such bonuses are in the Company’s best interest, after analyzing our current business
objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result
of the actions and ability of such executives.









Long-term,
Stock Based Compensation









In
order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we
may award our executive and any future executives with long-term, stock-based compensation in the future, at the sole discretion
of our board of directors, which we do not currently have any immediate plans to award.











Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters









The
following table sets forth certain information as of December 10, 2020, regarding the beneficial ownership of our common stock
by the following persons:



















































our Named Executive Officer;



















each director;



















our executive officer and director as a group;
and



















each person or entity who, to our knowledge,
owns more than 5% of our common stock.








Except
as indicated in the footnotes to the following table, subject to applicable community property laws, each stockholder named in
the table has sole voting and investment power. Unless otherwise indicated, the address for each stockholder listed is c/o Leader
Capital Holdings Corp., Room 2708-09, Metropolis Tower, 10 Metropolis Drive, Hung Hom, Hong Kong. Shares of common stock subject
to options, warrants, or other rights currently exercisable or exercisable within 60 days of December 10, 2020, are deemed to
be beneficially owned and outstanding for computing the share ownership and percentage of the stockholder holding the options,
warrants or other rights, but are not deemed outstanding for computing the percentage of any other stockholder. The information
provided in the following table is based on our records, information filed with the SEC, and information furnished by our stockholders.








As
of December 10, 2020, the Company has 129,974,219 shares of common stock issued and outstanding, which number of issued and outstanding
shares of common stock have been used throughout this Form 10-K.






























































































Name and Address of Beneficial Owner


Shares of


Common Stock


Beneficially


Owned



Total Voting


Percentage


Beneficially


Owned


Named Executive Officers and Directors









Yi-Hsiu Lin



72,770,278

(1)



56.0.

%

Shui Fung Cheng



11,439,225

(2)



8.8

%

All Directors and Officers as a Group (2 individuals)



78,039,225

(3)



60.0

%

More than 5% Beneficial Owner









Anzhao International Limited(4)



10,000,000




7.7

%

First Leader Capital Ltd.(5)



51,000,000




39.2

%

















(1)
Consists of (i) 2,600,000 shares of common stock beneficially held by Mr. Lin, (ii) 51,000,000 shares of common stock beneficially
held by First Leader Capital Ltd., over which Mr. Lin has sole voting and investment power as the sole owner of such entity, (iii)
3,000,000 shares of common stock beneficially held by CPN Investment Ltd., over which Mr. Lin has sole voting and investment power,
(iv) 6,170,278 shares of common stock beneficially held by Leader Financial Asset Management Limited, a company incorporated in
the Cayman Islands, over which Mr. Lin has shared voting and investment power over as a director of such entity, and (v) 10,000,000
shares of common stock beneficially held by Anzhao International Limited, over which Mr. Lin has voting and investment power given
that he has the sole right to appoint the trustee of the Gratis Trust and the right to remove any such trustee with or without
cause or for any reason, which trust has the right to appoint or remove the director of Anzhao International Limited.

















29















(2)
Consists of (i) 5,268,947 shares of common stock beneficially held by Mr. Cheng and (ii) 6,170,278 shares of common stock beneficially
held by Leader Financial Asset Management Limited, over which Mr. Cheng has shared voting and investment power as a director of
such entity.








(3)
Consists of (i) 2,600,000 shares of common stock beneficially held by Mr. Lin, (ii) 5,268,947 shares of common stock beneficially
held by Mr. Cheng, (iii) 51,000,000 shares of common stock beneficially held by First Leader Capital Ltd., over which Mr. Lin
has sole voting and investment power as the sole owner of such entity, (iv) 3,000,000 shares of common stock beneficially held
by CPN Investment Ltd., over which Mr. Lin has sole voting and investment power, (v) 6,170,278 shares of common stock beneficially
held by Leader Financial Asset Management Limited, a company incorporated in the Cayman Islands, over which Messrs. Lin and Cheng
have shared voting and investment power over as directors of such entity, and (vi) 10,000,000 shares of common stock beneficially
held by Anzhao International Limited, over which Mr. Lin has voting and investment power given that he has the sole right to appoint
the trustee of the Gratis Trust and the right to remove any such trustee with or without cause or for any reason, which trust
has the right to appoint or remove the director of Anzhao International Limited.








(4)
Top Goal Management Ltd is the sole director of Anzhao International Limited and, therefore, has voting and investment power over
the shares held by Anzhao International Limited. The authorized representatives of Top Goal Management Ltd (six individuals) have
voting and investment power with respect to such shares. The sole stockholder of Anzhao International Limited is Unity Trust Limited,
which holds the shares of Anzhao International Limited as trustee for the benefit of the Gratis Trust, which is an irrevocable
trust. Mr. Lin is the appointor of the Gratis Trust and, as a result has the sole right to appoint the trustee of the Gratis Trust
and the right to remove any such trustee with or without cause or for any reason. The mailing address of this beneficial holder
is 4007 Central Plaza, 18 Harbour Road, Wan Chai, Hong Kong.








(5)
Mr. Lin has sole voting and investment power over these shares of common stock as the sole owner of this entity. The mailing address
of this beneficial holder is 9F-3, No.910, Sec.2, Taiwan Blvd., Xitun Dist., Taichung City 407, Taiwan (R.O.C).











Securities
Authorized for Issuance under Equity Compensation Plans









As
of August 31, 2020, the Company has not authorized any securities for issuance under an equity compensation plan.











Item
13. Certain Relationships and Related Transactions, and Director Independence








Related
Party Transactions











SEC
regulations define the related person transactions that require disclosure to include any transaction, arrangement or relationship
in which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for
the last two completed fiscal years in which we were or are to be a participant and in which a related person had or will have
a direct or indirect material interest. A related person is: (i) an executive officer, director or director nominee, (ii) a beneficial
owner of more than 5% of our common stock, (iii) an immediate family member of an executive officer, director or director nominee
or beneficial owner of more than 5% of our common stock, or (iv) any entity that is owned or controlled by any of the foregoing
persons or in which any of the foregoing persons has a substantial ownership interest or control.

















30















For
the period from September 1, 2018, through the date of this report, described below are certain transactions or series of transactions
between us and certain related persons.










From
April 2019, the Company entered into multiple loan agreements with LOC and BJDC. The loans are secured by personal guarantees
of certain of its ultimate shareholders, bear interest at 8% per annum, and are due on various dates through August 2021. Interest
of $137,626 and $9,400 was charged as expenses from these two companies for the years ended August 31, 2020 and 2019, respectively.








The
Company sublet its commercial office in Taipei to Greenpro LF Limited under non-cancelable operating lease at a monthly rental
of HK$22,000 ($2,821), adjusted to HK$22,900 ($2,936) from November 1, 2019, with a term of 31 months until October 31, 2020.
Greenpro LF Limited was also obligated to pay the Company HK$230,000 ($29,487) for leasehold improvements. The sub-letting arrangement
was terminated by agreement of the parties early on February 28, 2019. The Company received $nil and $25,561 in
rental income from Greenpro LF Limited for the years ended August 31, 2020 and 2019, respectively. Our Chief Executive
Officer, Mr. Yi-Hsiu Lin, is a director of Greenpro LF Limited.








During
the year ended August 31, 2019, the Company intended to complete a proposed investment of $102,564 (HK$800,000) in Leader Financial
Asset Management Limited, a company incorporated in Hong Kong (“Leader Financial Asset Management Limited HK”). Mr.
Lin is a director of Leader Financial Asset Management Limited HK. The Company did not proceed with the investment and $102,564
(HK$800,000) was refunded to the Company during the year ended August 31, 2019.








As
of August 31, 2020, Mr. Lin has advanced an aggregate total of $1,400,459 to the Company for working capital purposes. The loan
is unsecured, bears no interest and is payable upon demand.









Review,
Approval and Ratification of Related Party Transactions









Given
our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or
ratification of transactions, such as those described above, with our executive officer(s), director(s) and significant stockholders.
We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional
directors, so that such transactions will be subject to the review, approval or ratification of our board of directors, or an
appropriate committee thereof. On a moving forward basis, our directors will continue to approve any related party transaction.









Director
Independence









Our
board of directors currently consists of two directors. None of our directors are “independent” as defined in Rule
5605(a)(2) of the Nasdaq listing rules. We may appoint an independent director or directors to our board of directors in the future,
particularly to serve on appropriate committees should they be established.











Item
14. Principal Accounting Fees and Services.









Set
forth below are approximate fees for services rendered by Centurion ZD CPA & Co., our independent registered public accounting
firm, and by TAAD LLP for the fiscal year ended August 31, 2020 and 2019.




































































2020









2019






Audit Fees






$


72,900








$



28,025






Audit Related Fees






$


85,000








$



-






Tax Fees






$


3,000








$



6,000






All Other Fees






$


-








$



-












Audit
Fees









The
fees for the audit services billed and to be billed by Centurion ZD CPA & Co. for the year ended August 31, 2020 amounted
to $68,400. The fees for audit services billed by TAAD LLP for services for the year ended August 31, 2020 amounted to
$4,500.








The
fees for the audit services billed and to be billed by Centurion ZD CPA & Co. for the year ended August 31, 2019 amounted
to $17,000. The fees for audit services billed by TAAD LLP for services from September 1, 2018 to September 25, 2019 amounted
to $11,025.

















31


















Audit-Related
Fees









The
fees for the audit-related services billed and to be billed by Centurion ZD CPA & Co. for the year ended August 31, 2020 amounted
to $85,000.


There were no audit-related fees billed by Centurion
ZD CPA & Co. for the year ended August 31, 2019.









Tax
Fees









There
were no tax fees billed by Centurion ZD CPA & Co. for the years ended August 31, 2020 and 2019. Tax fees of $3,000 and
$6,000 were billed by TAAD LLP in the fiscal year ended August 31, 2020 and 2019, respectively.









All
Other Fees









There
were no fees billed by Centurion ZD CPA & Co. for other products and services for the years ended August 31, 2020 and 2019.









Audit
Committee’s Pre-Approval Process









The
Company does not have a standing audit committee or a committee performing similar functions.











PART
IV












Item
15. Exhibits and Financial Statement Schedules










(a)
Financial Statements









We
have filed the following documents as part of this Form 10-K:








1.
Financial Statements:









































Page
No.





Report of Independent Registered Public Accounting Firm




F-2




Consolidated Balance Sheets as of August 31, 2020 and 2019




F-3




Consolidated Statements of Operations and Comprehensive Loss for the years ended August 31, 2020 and 2019




F-4




Consolidated Statements of Changes in Stockholder’s Equity for the years ended August 31, 2020 and 2019




F-5




Consolidated Statements of Cash Flows for the years ended August 31, 2020 and 2019




F-6




Notes to the Consolidated Financial Statements




F-7








2.
Financial Statement Schedules








All
schedules have been omitted because they are not required, not applicable, not present in amounts sufficient to require submission
of the schedule, or the required information is otherwise included









(b)
Exhibits




































Exhibit
No.








Description













2.1







Stock Purchase Agreement, dated as of August 17, 2020, among Leader Capital Holdings Corp., JFB Internet Service Limited, Nice Products Inc., the Sellers and the Sellers’ Representative (incorporated by reference to Exhibit 2.1 to the current report on Form 8-K of the Company, filed with the U.S. Securities and Exchange Commission on August 21, 2020).













3.1







Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the registration statement on Form S-1 of the Company, filed with the U.S. Securities and Exchange Commission on November 14, 2017).


















32



















































































































































































































































3.2







Bylaws (incorporated by reference to Exhibit 3.2 to the registration statement on Form S-1 of the Company, filed with the U.S. Securities and Exchange Commission on November 14, 2017).













4.1







Specimen Stock Certificate (incorporated by reference to Exhibit 4.1 to the registration statement on Form 10-12G of the Company, filed with the U.S. Securities and Exchange Commission on March 27, 2020).













4.2







Form of Bond (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K of the Company, filed with the U.S. Securities and Exchange Commission on August 19, 2019).













4.3*







Description of Registrant’s Securities.













10.1







Tenancy Agreement, dated April 15, 2019, by and between JFB Internet Service Limited and Calvary Consultant Limited (incorporated by reference to Exhibit 10.1 to the annual report on Form 10-K for the year ended August 31, 2019 of the Company, filed with the U.S. Securities and Exchange Commission on November 29, 2019).













10.2†







Employment Agreement, dated September 1, 2019, by and between the Company and Yi-Hsiu Lin (incorporated by reference to Exhibit 10.2 to the annual report on Form 10-K for the year ended August 31, 2019 of the Company, filed with the U.S. Securities and Exchange Commission on November 29, 2019).













10.3†







Director Offer Letter, dated September 1, 2019, by and between the Company and Shui Fung Cheng (incorporated by reference to Exhibit 10.3 to the annual report on Form 10-K for the year ended August 31, 2019 of the Company, filed with the U.S. Securities and Exchange Commission on November 29, 2019).













10.4







Consulting Agreement, dated September 1, 2019, by and between the Company and Kuo-Hsun Hsu (incorporated by reference to Exhibit 10.1 to the quarterly report on Form 10-Q for the quarterly period ended November 30, 2019 of the Company, filed with the U.S. Securities and Exchange Commission on January 14, 2020).













10.5







Consulting Agreement, dated September 1, 2019, by and between the Company and Chien Chiao (incorporated by reference to Exhibit 10.2 to the quarterly report on Form 10-Q for the quarterly period ended November 30, 2019 of the Company, filed with the U.S. Securities and Exchange Commission on January 14, 2020).













10.6







Form of Bond Purchase Agreement (incorporated by reference to Exhibit 10.2 to the current report on Form 8-K of the Company, filed with the U.S. Securities and Exchange Commission on August 19, 2019).













10.7







Stock Forfeiture Letter, dated as of June 30, 2020, by and between Leader Capital Holdings Corp. and First Leader Capital Ltd. (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K of the Company, filed with the U.S. Securities and Exchange Commission on July 7, 2020).













10.8







Form of Convertible Promissory Notes Purchase Agreement (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K of the Company, filed with the U.S. Securities and Exchange Commission on August 21, 2020).













10.9







Form of Amendment No. 1 to the Promissory Note and the Convertible Promissory Notes Purchase Agreement (incorporated by reference to Exhibit 10.2 to the current report on Form 8-K, filed with the U.S. Securities and Exchange Commission on August 21, 2020).













21.1*







Subsidiaries of Leader Capital Holdings Corp.













31.1*







Certification of Principal Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.













31.2*







Certification of Principal Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.













32.1**







Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.













101.INS*






XBRL Instance Document.












101.SCH*






XBRL Taxonomy Extension
Schema Document.












101.CAL*






XBRL Taxonomy Extension
Calculation Linkbase Document.












101.DEF*






XBRL Taxonomy Extension
Definition Linkbase Document.












101.LAB*






XBRL Taxonomy Extension
Labels Linkbase Document.












101.PRE*






XBRL Taxonomy Extension
Presentation Linkbase Document.








*
Filed herewith.




**
Furnished herewith.





Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.

















33
















SIGNATURES









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































LEADER
CAPITAL HOLDINGS CORP.










Date:
December 15, 2020



By:




/s/
Yi-Hsiu Lin







Title:




Yi-Hsiu
Lin




Chief
Executive Officer









Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.

































































Name








Title








Date






















By:




/s/
Yi-Hsiu Lin







Chief
Executive Officer, President, Secretary, Treasurer, and Director





December 15, 2020





Yi-Hsiu
Lin






(Principal
Executive Officer, Principal Financial Officer, and Principal Accounting Officer)



























By:




/s/
Shui Fung Cheng







Director





December 15, 2020





Shui
Fung Cheng





























34


















INDEX
TO FINANCIAL STATEMENTS










FINANCIAL
STATEMENTS AND EXHIBITS










































Page
No.





Report of Independent Registered Public Accounting Firm




F-2




Consolidated Balance Sheets as of August 31, 2020 and 2019




F-3




Consolidated Statements of Operations and Comprehensive Loss for the years ended August 31, 2020 and 2019




F-4




Consolidated Statements of Changes in Stockholder’s Equity for the years ended August 31, 2020 and 2019




F-5




Consolidated Statements of Cash Flows for the years ended August 31, 2020 and 2019




F-6




Notes to the Consolidated Financial Statements




F-7
















F-

1


















REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM









To
the Board of Directors and Stockholders of




Leader
Capital Holdings Corp.









Opinion
on the Consolidated Financial Statements









We
have audited the accompanying consolidated balance sheets of Leader Capital Holdings Corp. and its subsidiaries (the “Company”)
as of August 31, 2020 and 2019, the related consolidated statements of operations and comprehensive loss, changes in stockholders’
equity and cash flows for each of the two years in the period ended August 31, 2020, and the related notes (collectively referred
to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly,
in all material respects, the financial position of the Company as of August 31, 2020 and 2019, and the results of its operations
and its cash flows for each of the two years in the period ended August 31, 2020, in conformity with accounting principles generally
accepted in the United States.









Consideration
of the Company’s Ability to Continue as a Going Concern









The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.
As discussed in Note 2 to the consolidated financial statements, the Company has suffered recurring losses from operations, and
records an accumulated deficit as of August 31, 2020, and currently has net working capital deficit. These conditions 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 2. These consolidated financial statements do not include any adjustments that might result from the outcome
of this uncertainty.









Basis
for Opinion









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








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








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






































/s/
Centurion ZD CPA & Co.







Centurion
ZD CPA & Co.












We
have served as the Company’s auditor since 2019.












Hong
Kong, China






December
15, 2020



















F-

2
















LEADER
CAPITAL HOLDINGS CORP








CONSOLIDATED
BALANCE SHEETS






AS
OF AUGUST 31, 2020 AND 2019





(In
U.S. dollars except share and per share data)
























































































































































































































































































































































































































































































































































































































As
of August 31,












2020









2019



























ASSETS



























Current assets:



























Cash
and cash equivalents






$



432,087









$



447,562






Prepayments, deposits
and other receivables









596,166












55,792






Due from a director









189,474












-






Due from a related
company









36,666












-






Loan to a shareholder









34,048












-






Notes
receivable









-












724,858






Total current assets









1,288,441












1,228,212

































Non-current assets



























Plant and equipment,
net









33,667












12,279






Intangible assets









818,200












-






Goodwill









2,974,364












-






Operating lease
right-of-use assets, net









237,239












-






Notes
receivable, non-current









-












100,000






Total non-current assets









4,063,470












112,279

































TOTAL
ASSETS






$



5,351,911









$



1,340,491

































LIABILITIES AND STOCKHOLDERS’
EQUITY



























Current liabilities



























Accrued expenses
and other payables






$



292,246









$



43,650






Contract liabilities









2,896












-






Operating lease
liability, current









189,253












-






Loan from a shareholder









60,075












-






Tax payable









31,871












-






Due to shareholders









99,730












-






Due
to a director









1,400,459












262,159






Total current
liabilities









2,076,530












305,809

































Non-current liabilities



























Operating lease
liability, non-current









54,095












-






Deferred tax liabilities









163,640












-






Bonds payable









600,000












600,000






Convertible
notes payable to related parties









104,000












-






Total non-current
liabilities









921,735












600,000

































TOTAL LIABILITIES






$



2,998,265









$



905,809

































COMMITMENTS AND CONTINGENCIES
(Note 13)






















































STOCKHOLDERS’
EQUITY



























Preferred stock,
$0.0001 par value; 200,000,000 shares authorized; None issued and outstanding





















-






Common stock, $0.0001
par value; 600,000,000 shares authorized; 135,474,219 and 105,184,073 shares issued and outstanding as of August 31, 2020
and 2019, respectively









13,548












10,519






Additional paid-in
capital









13,647,673












1,888,909






Accumulated
deficits









(11,307,575



)









(1,464,746



)






























TOTAL
STOCKHOLDERS’ EQUITY






$



2,353,646









$



434,682

































TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY






$



5,351,911









$



1,340,491











See
accompanying notes to the consolidated financial statements.
















F-

3
















LEADER
CAPITAL HOLDINGS CORP








CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS






FOR
THE YEARS ENDED AUGUST 31, 2020 AND 2019





(In
U.S. dollars except share and per share data)


























































































































































































































































































































Year
ended August 31,












2020









2019



























REVENUE






$



6,667









$



18,111

































OPERATING EXPENSES



























General
and administrative expenses









(9,736,502



)









(955,569



)






























LOSS FROM OPERATIONS









(9,729,835



)









(937,458



)






























Interest expenses









(63,256



)









(2,795



)






























Loss on change in fair value of convertible
notes









(199,000



)









-

































OTHER INCOME



























Other income –
from related parties









137,626












25,561






Other
income – from non-related parties









11,636












12,598















149,262












38,159

































LOSS BEFORE INCOME TAX









(9,842,829



)









(902,094



)






























Income tax expense









-












-

































NET LOSS AND
COMPREHENSIVE LOSS






$



(9,842,829



)






$



(902,094



)






























Net loss per share - Basic and diluted






$



(0.09



)






$



(0.01



)






























Weighted average
number of common shares outstanding - Basic and diluted









115,207,489












104,850,604











See
accompanying notes to the consolidated financial statements.
















F-

4


















LEADER
CAPITAL HOLDINGS CORP








CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY






FOR
THE YEARS ENDED AUGUST 31, 2020 AND 2019





(In
U.S. dollars except for share data)









































































































































































































































































































































































































COMMON
STOCK









ADDITIONAL


















TOTAL












Number
of shares









Amount









PAID
IN CAPITAL









ACCUMULATED
DEFICITS











STOCKHOLDERS’






EQUITY








Balance as of September 1, 2018









104,275,395









$



10,428









$



1,434,661









$



(562,652



)






$



882,437





































































Shares issued for development costs









908,678












91












454,248












-












454,339






Net loss









-












-












-












(902,094



)









(902,094



)



Balance as of August 31, 2019









105,184,073









$



10,519









$



1,888,909









$



(1,464,746



)






$



434,682





































































Shares issued to service providers









9,000,000












900












4,199,100












-












4,200,000






Shares issued to board of directors









4,000,000












400












1,999,600












-












2,000,000






Shares issued to employees









5,000,000












500












1,999,500












-












2,000,000






Shares issued for the acquisition of
NPI









8,415,111












841












1,428,438












-












1,429,279






Shares issued to note holders









325,000












33












324,967












-












325,000






Shares issued in private placement









3,550,035












355












1,569,659












-












1,570,014






Share based compensation









-












-












237,500












-












237,500






Net loss









-












-












-












(9,842,829



)









(9,842,829



)



Balance as of August 31, 2020









135,474,219









$



13,548









$



13,647,673









$



(11,307,575



)






$



2,353,646











See
accompanying notes to consolidated financial statements.
















F-

5
















LEADER
CAPITAL HOLDINGS CORP








CONSOLIDATED
STATEMENTS OF CASH FLOWS





(In
U.S. dollars)














































































































































































































































































































































































































































































































































































For
the year ended August 31,












2020









2019






CASH FLOWS FROM OPERATING
ACTIVITIES:



























Net loss






$



(9,842,829



)






$



(902,094



)



Adjustments to reconcile net loss to
net cash used in operating activities:



























Shares issued for
mobile application development cost









-












454,339






Share-based compensation
expenses









8,062,500












-






Depreciation and
amortization









9,349












8,667






Amortization of
operating lease right-of-use assets









128,580












-






Loss on change in
fair value of convertible notes









199,000












-






Changes in operating
assets and liabilities:



























Prepayments, deposits
and other receivables









(56,812



)









43,672






Accounts payable









989,854












-






Amount due from
a director









(189,474



)









1,201






Operating lease
liabilities









(122,527



)









-






Other
payables and accrued liabilities









(134,490



)









(33,365



)






























Net
cash used in operating activities









(956,849



)









(427,580



)






























CASH FLOWS FROM INVESTING
ACTIVITIES:



























Purchase of plant
and equipment









(371



)









(2,360



)



Issuance of notes
receivable









(2,291,760



)









(824,858



)



Repayment of notes
receivable









50,000












-






Acquisition of NPI,
net of cash on hand









185,117












-






Non-marketable equity
investments









-












(102,564



)



Refund
from equity investments









-












102,564

































Net
cash used in investing activities









(2,057,014



)









(827,218



)






























CASH FLOWS FROM FINANCING
ACTIVITIES:



























Proceeds from shares
issued in private placement









1,570,014












-






Proceeds from convertible
notes issuance









230,000












-






Advance from a director









1,138,299












262,159






Repayment from an
employee









-












878






Loan from a shareholder









60,075












-






Proceeds
from bond issuance









-












600,000

































Net
cash provided by financing activities









2,998,388












863,037

































Net decrease in cash
and cash equivalents









(15,475



)









(391,761



)



Cash
and cash equivalents, beginning of year









447,562












839,323






CASH
AND CASH EQUIVALENTS, END OF YEAR






$



432,087









$



447,562

































SUPPLEMENTAL DISCLOSURE
OF NON-CASH INVESTING AND FINANCING ACTIVITIES



























Common stock issued for acquisition
of NPI









1,429,279












-






Common stock
issued to note holders









325,000












-

































SUPPLEMENTAL CASH
FLOWS INFORMATION



























Cash paid for income taxes






$



-









$



-






Cash paid for
interest






$



60,000









$



-











See
accompanying notes to the consolidated financial statements.
















F-

6
















LEADER
CAPITAL HOLDINGS CORP.




AND SUBSIDIARIES








NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS






For
the YEARS ended August 31, 2020 and 2019





(In
U.S. dollars)









1.
ORGANIZATION AND BUSINESS BACKGROUND









Leader
Capital Holdings Corp. (“LCHD” or the “Company”) was incorporated on March 22, 2017 under the laws
of the State of Nevada.








The
Company mainly engages in the provision of investment platform services with the use of a mobile application through the following
subsidiaries:












































Company
name






Place/date
of incorporation






Principal
activities


















1.
Leader Financial Group Limited (“LFG”)






Seychelles
/ March 6, 2017






Investment
Holding


















2.
JFB Internet Service Limited (“JFB”)






Hong
Kong / July 6, 2017






Provide
an Investment platform








On
August 17, 2020, LCHD, through JFB, acquired all of the issued and outstanding capital stock (the “Acquisition”) of
Nice Products Inc. (“NPI”), pursuant to the terms and conditions of that certain Stock Purchase Agreement, dated as
of the Closing Date, among the Company, JFB, NPI, the selling shareholders of NPI identified therein (each a “Seller,”
and, collectively, the “Sellers”) and the representative of the Sellers identified therein. As a result of the Acquisition,
the Company now owns indirectly 100% of NPI, LOC Weibo Co., Ltd. and Beijing DataComm Cloud Media Technology Co., Ltd..








The
aggregate purchase price for the Acquisition was $4,850,000, less certain discounts, expenses and reductions for outstanding NPI
debt owed to the Company and/or its affiliates, resulting in a net purchase price of $3,506,042, payable in 8,415,111 shares of
the Company’s common stock to the Sellers in accordance with their respective pro rata percentage.








After
the completion of the acquisition, NPI became a wholly owned subsidiary of the Company.








NPI
was incorporated in the British Virgin Islands on December 17, 2018.








NPI,
through its subsidiaries, mainly engages in the development of ecological-systems applications, integration of big data and promotion
of OTT applications.












































Company
name






Place/date
of incorporation






Principal
activities


















1.
LOC Weibo Co., Ltd. (“LOC”)






Republic
of China/September 29, 2017






Development
of ecological-systems applications, integration of big data and promotion of OTT applications


















2.
Beijing DataComm Cloud Media Technology Co., Ltd. (“BJDC”)






People’s
Republic of China /April 16, 2013






Development
of ecological-systems applications, integration of big data and promotion of OTT applications








LCHD


and its subsidiaries (including NPI and its subsidiaries) are
hereinafter referred to as the “Company”.
















F-

7
















2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES










Basis
of presentation









The
consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States
of America (“US GAAP”) and include the financial statements of LCHD and its wholly owned subsidiaries. Intercompany
accounts and transactions have been eliminated in consolidation. The Company has adopted August 31 as its fiscal year end.









Going
concern









The
accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization
of assets and the settlement of liabilities and commitments in the normal course of business.








The
Company has suffered recurring losses from operations, and records an accumulated deficit and a working capital deficit of $11,307,575
and $788,089, respectively as of August 31, 2020. These conditions raise substantial doubt about the Company’s
ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company’s profit
generating operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities
arising from normal business operations when they become due.








The
Company expects to finance its operations primarily through cash flows from operations, loans from existing directors and shareholders
and placements of capital stock for additional funding. In the event that the Company requires additional funding to finance the
growth of the Company’s current and expected future operations as well as to achieve our strategic objectives, a shareholder
has indicated the intent and ability to provide additional financing. No assurance can be given that any future financing, if
needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company
is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing,
or cause substantial dilution for its stock holders, in the case of equity financing.








In
March 2020 the World Health Organization declared coronavirus COVID-19 a global pandemic. The COVID-19 pandemic has negatively
impacted the global economy, workforces, customers, and created significant volatility and disruption of financial markets. It
has also disrupted the normal operations of many businesses, including the Company’s businesses. This outbreak could decrease
spending, adversely affect demand for the Company’s services and harm its business and results of operations. It is not
possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on its business
or results of operations at this time.








These
consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts
and classification of liabilities that might be necessary should the Company be unable to continue as going concern.









Use
of estimates









The
preparation of these consolidated financial statements in conformity with U.S. GAAP requires management of the Company to make
estimates and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures.
On an on-going basis, the Company evaluates its estimates based on historical experience and on various other assumptions that
are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying
values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates
under different assumptions or conditions.








The
COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause
further business slowdowns or shutdowns, depress demand for the Company’s business, and adversely impact its results of
operations. The Company expects uncertainties around its key accounting estimates to continue to evolve depending on the duration
and degree of impact associated with the COVID-19 pandemic. Its estimates may change as new events occur and additional information
emerges, and such changes are recognized or disclosed in its consolidated financial statements.
















F-

8















Identified
below are the accounting policies that reflect the Company’s most significant estimates and judgments, and those that the
Company believes are the most critical to fully understanding and evaluating its consolidated financial statements.









Business
combination









The
Company accounts for its business combinations using the acquisition method of accounting in accordance with Accounting Standards
Codification (“ASC”) 805 “Business Combinations.” The cost of an acquisition is measured as the aggregate
of the acquisition date fair values of the assets transferred and liabilities incurred by the Company to the sellers and equity
instruments issued. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and
liabilities acquired or assumed are measured separately at their fair values as of the acquisition date, irrespective of the extent
of any non-controlling interests. The excess of (i) the total costs of acquisition, fair value of the non-controlling interests
and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable
net assets of the acquiree is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of
the subsidiary acquired, the difference is recognized directly in the consolidated statements of comprehensive income. During
the measurement period, which can be up to one year from the acquisition date, the Company may record adjustments to the assets
acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final
determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded
to the consolidated statements of comprehensive income.








When
there is a change in ownership interests that result in a loss of control of a subsidiary, the Company deconsolidates the subsidiary
from the date control is lost. Any retained non-controlling investment in the former subsidiary is measured at fair value and
is included in the calculation of the gain or loss upon deconsolidation of the subsidiary.









Goodwill
and impairment of goodwill









Goodwill
represents the excess of the purchase price and related costs over the fair value of the net identified tangible and intangible
assets and liabilities assumed and is not amortized. The total amount of goodwill is deductible for tax purposes.








In
accordance with ASC Topic 350, “Intangibles-Goodwill and Other,” goodwill is not amortized but is tested for impairment,
annually or more frequently when circumstances indicate a possible impairment may exist. Impairment testing is performed at a
reporting unit level. An impairment loss generally would be recognized when the carrying amount of the reporting unit exceeds
its fair value.








The
Company estimates fair value of the applicable reporting unit or units using a discounted cash flow methodology. This methodology
represents a level

3

fair value measurement as defined under ASC

820, Fair Value Measurements and Disclosures

, since
the inputs are

not

readily observable in the marketplace. The goodwill impairment testing process involves the use of significant
assumptions, estimates and judgments, including projected sales, gross margins, selling, general and administrative expenses,
and capital expenditures, and the selection of an appropriate discount rate, all of which are subject to inherent uncertainties
and subjectivity. When the Company performs goodwill impairment testing, its assumptions are based on annual business plans and
other forecasted results, which it believes represent those of a market participant. The Company selects a discount rate, which
is used to reflect market-based estimates of the risks associated with the projected cash flows based on the best information
available as of the date of the impairment assessment. Based on the annual impairment analysis, there is no impairment on the
goodwill recorded in the Company’s financial statements.








Given
the current macro-economic environment and the uncertainties regarding its potential impact on the Company’s business, there
can be no assurance that its estimates and assumptions used in its impairment tests will prove to be accurate predictions of the
future. If the Company’s assumptions regarding forecasted cash flows are not achieved, it is possible that an impairment
review may be triggered and goodwill may be impaired.
















F-

9
















Cash
and cash equivalents









Cash
and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions
and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.









Software
development costs









The
Company expenses software development costs, including costs to develop software products or the software component of products
to be marketed to external users, before technological feasibility is reached. Technological feasibility is typically reached
shortly before the release of such products and as a result, development costs that meet the criteria for capitalization were
not material for the periods presented.








The
Company capitalizes development costs related to these software applications once the preliminary project stage is complete and
it is probable that the project will be completed and the software will be used to perform the function intended.








On
September 1, 2018 (before the acquisition of NPI (Note 1)), JFB appointed LOC to develop a mobile application in four stages for
a total consideration of TWD20,000,000 ($651,466), payable in the form of common shares of the Company. As of August 31, 2019,
the first and second stages of development for the basic functions of the mobile application have been completed, and the Company
has issued a total of 908,678 of restricted common shares in aggregate at $0.50 per share for the work completed up to August
31, 2019. The Company has expensed $454,339 development costs for the first and second development stage in general and administrative
expenses for the year ended August 31, 2019. In August 2020, the development of the mobile application has been completed, and
the Company expensed $0.2 million development costs in general and administrative expenses for the year ended August 31, 2020.
Further $600,000 was incurred for additional functions developed and $200,000 was incurred for the acquisition of the ownership
of the intellectual property.









Revenue
recognition









The
Company adopted Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606), which establishes
principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the
entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue
to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled
to receive in exchange for those goods or services recognized as performance obligations are satisfied.








The
Company recognizes revenues following the five-step model prescribed under ASU No. 2014-09:
































Step
1: Identify the contract






Step
2: Identify the performance obligations






Step
3: Determine the transaction price






Step
4: Allocate the transaction price






Step
5: Recognize revenue








Revenues
are recognized when control of the promised goods or services is transferred to the Company’s customers, which may occur
at a point in time or over time depending on the terms and conditions of the agreement, in an amount that reflects the consideration
we expect to be entitled to in exchange for those goods or services.









Provision
of investment platform services









The
Company signed an agreement with a third party whereby the Company authorizes the third party to use the Company’s investment
platform and related applications for a period until December 31, 2020. Income from provision of investment platform services
with the use of the Company’s mobile applications is recognized when the service is performed.
















F-

10
















Provision
of software development service and maintenance service









The
Company entered into several agreements with third party customers to assist the customers in the development of their mobile
communications software and mobile e-commerce software. Income from provision of software development service and maintenance
service are recognized when the service is performed.









Revenue
by major product line
































































Year
ended August 31,












2020









2019






Provision of investment
platform services






$



6,667









$



11,111






Provision of
software development service and maintenance service









-












7,000












$



6,667









$



18,111












Revenue
by recognition over time vs point in time
































































Year
ended August 31,












2020









2019






Revenue by recognition over
time






$



6,667









$



11,111






Revenue by recognition
at a point in time









-












7,000












$



6,667









$



18,111











The
Company had not occurred any costs to obtain contracts.








The
Company does not have amounts of contract assets since revenue is recognized as control of goods or services


is
transferred. The contract liabilities consist of advance payments from customers. The contract liabilities are reported in a net
position on a customer-by-customer basis at the end of each reporting period. All contract liabilities are expected to be recognized
as revenue within one year.









Other
Income-Related Party









Revenue
from subletting of leasehold land and buildings are recognized on a straight-line basis over the lease term when collectability
is reasonably assured and the tenant has taken possession or controls the physical use of the leased assets. The Company leased
its commercial office in Taipei from April 1, 2018 to February 28, 2019 under non-cancelable operating leases with terms of 31
months to a related party which is Greenpro LF Limited, a Seychelles company, owned by Mr. Lin Yi-Hsiu, the director of the Company
and Mr. Lee Chong Kuang.








From
April 2019, the Company entered into multiple loan agreements with LOC and BJDC. The loans are secured by personal guarantees
of certain of its ultimate shareholders, bear interest at 8% per annum, and are due on various dates through August 2021. Interest
of $137,626 and $9,400 was charged as expenses from these two companies for the years ended August 31, 2020 and 2019, respectively
(note 8).









Practical
expedients and exemption









The
Company had not occurred any costs to obtain contracts, and do not disclose the value of unsatisfied performance obligations for
contracts with an original expected length of one year or less.















Sales
and marketing expenses









Sales
and marketing expenses consist primarily of marketing and promotional expenses, salaries and other compensation-related expenses
to sales and marketing personnel. Advertising expenses consist primarily of costs for the promotion of corporate image and product
marketing.



The
Company expenses all advertising costs as incurred and classifies these costs under sales and marketing expenses. For the years
ended August 31, 2020 and 2019, no advertising costs were recognized.

















F-

11















From
September, 2019, customers or users of the Company’s mobile application can obtain points through ways such as frequent
sign-ins to the Company’s mobile application, sharing articles from the application to users’ own social media. The
Company believes these points are to encourage user engagement and generate market awareness. As a result, the Company accounts
for such points as selling and marketing expenses with a corresponding liability recorded under other current liabilities of its
consolidated balance sheets upon the points offering. The Company estimates liabilities under the customer loyalty program based
on cost of the merchandise that can be redeemed, and its estimate of probability of redemption. At the time of redemption,
the Company records a reduction of inventory and other current liabilities.








Since
historical information is limited for the Company to determine any potential points forfeiture and most merchandise can be redeemed
without requiring a significant amount of points compared with the amount of points provided to users, the Company has used an
estimated forfeiture rate of zero.








For
the year ended August 31, 2020, the total points recorded as selling and marketing expenses were $nil.








As
of August 31, 2020, liabilities recorded related to unredeemed points were $40,003.









General
and administrative expenses









General
and administrative expenses consist primarily of salaries, bonuses and benefits for employees involved in general corporate functions,
depreciation and amortization of fixed assets, legal and other professional services fees, rental and other general corporate
related expenses.









Leases









The
Company determines if an arrangement is a lease or contains a lease at inception. Operating lease liabilities are recognized based
on the present value of the remaining lease payments, discounted using the discount rate for the lease at the commencement date.
As the rate implicit in the lease is not readily determinable for the operating lease, the Company generally uses an incremental
borrowing rate based on information available at the commencement date to determine the present value of future lease payments.
Operating lease right-of-use (“ROU assets”) assets represent the Company’s right to control the use of an identified
asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the
lease. ROU assets are generally recognized based on the amount of the initial measurement of the lease liability. Lease expense is recognized on a straight-line basis over the lease term.
The Company elected the package of practical expedients permitted under the transition guidance to combine the lease and non-lease
components as a single lease component for operating leases associated with the Company’s office space lease, and to keep
leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the consolidated
statements of income on a straight-line basis over the lease term.








The
operating lease is included in operating lease right-of-use assets, operating lease liabilities-current and operating lease liabilities-non-current
on the Company’s consolidated balance sheets.









Accounts
receivable









Accounts
receivable are stated at the original amount less an allowance for doubtful receivables, if any, based on a review of all outstanding
amounts at period end. An allowance is also made when there is objective evidence that the Company will not be able to collect
all amounts due according to the original terms of the receivables. The Company analyzes the aging of the customer accounts, coverage
of credit insurance, customer concentrations, customer credit-worthiness, historical and current economic trends and changes in
its customer payment patterns when evaluating the adequacy of the allowance for doubtful accounts.









Plant
and equipment









Plant
and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated
on the straight-line basis over the following expected useful lives from the date on which they become fully operational:










































Expected
useful life






Furniture and fixtures









3






Office equipment









3






Leasehold improvements









3



















F-

12
















Intangible
asset









The
Company recorded intangible assets with definite lives, including investment platform and technical know-hows. Intangible assets
are recorded at cost less accumulated amortization with no residual value. Amortization of intangible assets is computed using
the straight-line method over their estimated useful lives.








The
estimated useful lives of the Company’s intangible assets are listed below:























Investment platform









5
years






Technical know-hows









8
years












Impairment
of long-lived assets (including amortizable intangible assets)









The
Company reviews the carrying values of long-lived assets for impairment whenever events or changes in circumstances indicate that
the carrying value of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison
of the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by the asset. If the assets
are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets
exceeds the fair value of the assets. No impairment has been recorded by the Company for the years ended August 31, 2020 and 2019.









Income
taxes









Income
taxes are determined using an asset and liability method in accordance with the provisions of ASC Topic 740, “

Income
Taxes

” (“ASC Topic 740”). Under this method, deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities
and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply
to taxable income in the periods in which those temporary differences are expected to be recovered or settled. Any effect on deferred
tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.








ASC
740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements
uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized
in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities.
Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50%
likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant
facts.








The
Company recorded a liability for an uncertain income tax position, tax penalties and any imputed interest thereon of $0 at August
31, 2020 and 2019, included in accrued payables and accrued liabilities due to the potential of incurring a tax penalty for late
filing of its tax returns with the Internal Revenue Service and, if recognized, such penalty will affect the Company’s effective
tax rate.








The
Company conducts businesses in the PRC, Taiwan and Hong Kong. The Company is subject to tax in these jurisdictions. As a result
of its business activities, the Company will file tax returns that are subject to examination by the respective tax authorities.




















F-

13
















Net
loss per share









The
Company calculates net income/(loss) per share in accordance with ASC Topic 260,

“Earnings per Share.”

Basic
income/(loss) per share is computed by dividing the net income/(loss) by the weighted-average number of common shares outstanding
during the period. Diluted income per share is computed similar to basic income/(loss) per share except that the denominator is
increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents
had been issued and if the additional common shares were dilutive. The following table presents a reconciliation of basic and
diluted net loss per share:








































































Year
ended August 31,












2020









2019



























Net loss






$



(9,842,829



)






$



(902,094



)



Weighted average number of common shares
outstanding - Basic and diluted (Note)









115,207,489












104,850,604






Net loss per
share - Basic and diluted






$



(0.09



)






$



(0.01



)








Note:
Including 5,500,000 shares to be canceled, 593,750 shares as stock compensation and 375,000 shares to be issued to investors
(note 14).








As
of August 31, 2020, the Company’s convertible notes payable were excluded from the diluted loss per share calculation as
they were anti-dilutive.









Stock-based
compensation









Stock-based
compensation is accounted for based on the requirements of the Share-Based Payment topic of ASC Topic 718 (“ASC 718”),
which requires recognition in the financial statements of the cost of employee and director services received in exchange for
an award of equity instruments over the vesting period or immediately if fully vested and non-forfeitable. The Financial Accounting
Standards Board (“FASB”) also requires measurement of the cost of employee and director services received in exchange
for an award based on the grant-date fair value of the award.








Additionally,
ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, permits the election of an accounting policy for forfeitures
of share-based payment awards, either to recognize forfeitures as they occur or estimate forfeitures over the vesting period of
the award. The Company has elected to recognize forfeitures as they occur.








In
June 2018, the FASB issued ASU No. 2018-07, “Compensation—Stock Compensation (Topic 718) - Improvements to Nonemployee
Share-Based Payment Accounting” (“ASU 2018-07”), which simplifies several aspects of the accounting for nonemployee
share-based payment transactions by expanding the scope of the stock-based compensation guidance in ASC 718 to include share-based
payment transactions for acquiring goods and services from non-employees. ASU 2018-07 is effective for annual periods beginning
after December 15, 2018, including interim periods within those annual periods. The Company adopted ASU 2018-07 on September 1,
2019 and there was no cumulative effect of adoption.









Foreign
currencies translation









Transactions
denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates
prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional
currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting
exchange differences are recorded in the statements of operations.








The
reporting currency of the Company is United States Dollars (“US$”). The Company’s subsidiary in Seychelles,
the PRC, Taiwan and Hong Kong maintains its books and record in United States Dollars (“US$”), Renminbi (“RMB”),
New Taiwanese Dollars (“NT$”) and Hong Kong Dollars (“HK$”) respectively, which are the primary currencies
of the economic environment in which the entities operate (the functional currencies).








In
general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not the US$ are translated
into US$, in accordance with ASC Topic 830-30, “

Translation of Financial Statement

”, using the exchange rate
on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses
resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other
comprehensive income within the statement of retained earnings.
















F-

14















Translation
of amounts from foreign currencies into US$ has been made at the following exchange rates for the respective periods:
























































































As
of and for the


year ended


August 31, 2020









As
of and for the


year ended


August 31, 2019



























Year-end / average HK$ :
US$ 1 exchange rate









7.80












7.80






Year-end NT$ : US$ 1 exchange rate









29.37












31.32






Year-average NT$ : US$ 1 exchange rate









30.10












N/A






Year-end RMB : US$ 1 exchange rate









6.85












7.15






Year-average RMB : US$ 1 exchange rate









7.03












N/A












Related
parties









Parties,
which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly,
to control the other party or exercise significant influence over the other party in making financial and operating decisions.
Companies are also considered to be related if they are subject to common control or common significant influence.









Convertible
instruments









The
Company accounts for hybrid contracts that feature conversion options in accordance with U.S. GAAP. ASC 815 “Derivatives
and Hedging Activities,” (“ASC 815”) requires companies to bifurcate conversion options from their host instruments
and account for them as free standing derivative financial instruments according to certain criteria. The criteria includes circumstances
in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related
to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative
instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles
with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded
derivative instrument would be considered a derivative instrument.








Conversion
options that contain variable settlement features such as provisions to adjust the conversion price upon subsequent issuances
of equity or equity linked securities at exercise prices more favorable than that featured in the hybrid contract generally result
in their bifurcation from the host instrument.








The
Company accounts for convertible instruments, when the Company has determined that the embedded conversion options should not
be bifurcated from their host instruments, in accordance with ASC 470-20 “Debt with Conversion and Other Options”
(“ASC 470-20”). Under ASC 470-20 the Company records, when necessary, discounts to convertible notes for the intrinsic
value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common
stock at the commitment date of the note transaction and the effective conversion price embedded in the note. The Company accounts
for convertible instruments (when the Company has determined that the embedded conversion options should be bifurcated from their
host instruments) in accordance with ASC 815. Under ASC 815, a portion of the proceeds received upon the issuance of the hybrid
contract are allocated to the fair value of the derivative. The derivative is subsequently marked to market at each reporting
date based on current fair value, with the changes in fair value reported in results of operations.









Fair
value of financial instruments









The
carrying value of the Company’s financial instruments: cash and cash equivalents, deposits, notes receivable, accounts payable
and accrued liabilities, balances due to a director and bonds payable approximate at their fair values because of the short-term
nature of these financial instruments or the rate of interest of these instruments approximate the market rate of interest.








The
Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”),
with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value
hierarchy that prioritizes the inputs used in measuring fair value as follows:









Level
1

: Observable inputs such as quoted prices (unadjusted) for identical assets or liabilities in active markets;
















F-

15


















Level
2

: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and









Level
3:

Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.








The
following table sets forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for
at fair value on a recurring basis:



































































Carrying Value at









Fair Value Measurement
at












August
31, 2020









August
31, 2020





















Level 1









Level 2









Level 3






Convertible
notes measured at fair value






$



104,000









$



-









$



-









$



104,000











A
summary of changes in financial liabilities for the year ended August 31, 2020 was as follows:


























































Balance at September 1, 2019






$



-






Issuance of convertible
notes









230,000






Interest expenses on convertible notes









3,997






Interest waived in conversion of convertible
notes









(3,997



)



Change in fair value of convertible
notes









199,000






Conversion of
convertible notes









(325,000



)



Balance at August 31, 2020









104,000











Fair
value of the convertible notes is determined using the binomial model using the following assumptions at inception and on subsequent
valuation dates:



































































































































































































































































































Convertible notes holder






Teh-Ling Chen









Li-Ching Yang









Jui-Chin Chen






Appraisal Date (Inception Date)









February
24, 2020












February
27, 2020












March
18, 2020






Risk-free Rate









1.25



%









1.06



%









0.54



%



Applicable Closing Stock Price






$



1.25









$



1.25









$



1.20






Conversion Price






$



1.00



(i)






$



1.00



(i)






$



1.00



(i)









$



2.00



(ii)






$



2.00



(ii)






$



2.00



(ii)



Volatility









27.82



%









27.94



%









34.20



%



Dividend Yield









0.00



%









0.00



%









0.00



%



Credit Spread









2.71



%









2.96



%









6.88



%



Liquidity Risk Premium









42.09



%









36.26



%









51.08



%










































Appraisal Date









N/A












N/A












August
31, 2020






Risk-free Rate









N/A












N/A












0.13



%



Applicable Closing Stock Price









N/A












N/A









$



1.00






Conversion Price









N/A












N/A









$



0.40






Volatility









N/A












N/A












43.71



%



Dividend Yield









N/A












N/A












0.00



%



Credit Spread









N/A












N/A












3.80



%



Liquidity Risk Premium









N/A












N/A












76.69



%








(i)
USD1.00 per share if converted on or before the one-year anniversary of the issuance date








(ii)
USD1.50 per share if converted at any time after the one-year anniversary of the issuance date









Segment
reporting









ASC
Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting.
The management approach model is based on the way a company’s chief operating decision maker organizes segments within the
company for making operating decisions assessing performance and allocating resources. Reportable segments are based on products
and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company.
















F-

16















Management
determined that the Company’s operations constitute a single reportable segment in accordance with ASC 280. The Company
operates exclusively in one business and industry segment: the provision of investment platform services through mobile application.









Recent
accounting pronouncements











Recently
Adopted Accounting Standards










On
September 1, 2019, the Company adopted ASU 2016-02,

Leases

, using the modified retrospective method which allows for the
application of the transition provisions at the beginning of the period of adoption, rather than at the beginning of the earliest
comparative period presented in these consolidated financial statements. As permitted by the guidance, the Company elected to
retain the original lease classification and historical accounting for initial direct costs for leases existing prior to the adoption
date and did not reassess contracts entered into prior to the adoption date for the existence of a lease. The Company recognized
ROU assets and lease liabilities for short-term leases, which are leases in existence as of the adoption date with an original
term of twelve months or less as the Company was reasonably certain to exercise an option to extend the lease.








As
a result of the adoption of the standard, based on the present value of the lease payments for the remaining lease term of the
Company’s existing leases, the Company recognized ROU assets and lease liabilities of $262,766 on its consolidated balance
sheet as of September 1, 2019. The assets and liabilities recognized upon application of the transition provisions were
primarily associated with existing office leases. There were no finance leases as of August 31, 2020.










Accounting
Pronouncements Issued But Not Yet Adopted










In
August 2018, the FASB issued ASU 2018-13 Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure
Requirements for Fair Value Measurement, which eliminates, adds, and modifies certain disclosure requirements for fair value measurements
under ASC 820. This ASU is to be applied on a prospective basis for certain modified or new disclosure requirements, and all other
amendments in the standard are to be applied on a retrospective basis. The new standard is effective for interim and annual periods
beginning after December 15, 2019, with early adoption permitted. The new standard is effective for the Company on September 1,
2020 and the new standard did not have a material impact on the consolidated financial statements.








In
May 2019, the Financial Accounting Standards Board (“FASB”) issued ASU 2019-05, which is an update to ASU Update No.
2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced
the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis,
replacing the previous incurred loss methodology. The amendments in Update 2016-13 added Topic 326, Financial Instruments—Credit
Losses, and made several consequential amendments to the Codification. Update 2016-13 also modified the accounting for available-for-sale
debt securities, which must be individually assessed for credit losses when fair value is less than the amortized cost basis,
in accordance with Subtopic 326-30, Financial Instruments— Credit Losses—Available-for-Sale Debt Securities. The amendments
in this ASU address those stakeholders’ concerns by providing an option to irrevocably elect the fair value option for certain
financial assets previously measured at amortized cost basis. For those entities, the targeted transition relief will increase
comparability of financial statement information by providing an option to align measurement methodologies for similar financial
assets. Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments
in Update 2016-13 while still providing financial statement users with decision-useful information. ASU 2019-05 is effective for
“smaller reporting companies” for fiscal year beginning after December 15, 2022. The Company is currently evaluating
the impact of this new standard on its consolidated financial statements and related disclosures.








In
December 2019, the FASB issued ASU 2019-12: Simplifying the Accounting for Income Taxes (Topic 740), which removes certain exceptions
to the general principles in Topic 740 and improves consistent application of and simplifies GAAP for other areas of Topic 740
by clarifying and amending existing guidance. This ASU is effective for fiscal years beginning after December 15, 2020, and interim
periods within those fiscal years, with early adoption permitted. The Company is evaluating the effect of adopting this new accounting
guidance but does not expect adoption will have a material impact on the Company’s consolidated financial statements and
related disclosures.
















F-

17















In
March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”). ASU 2020-04 contains practical
expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance
in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The Company continues to evaluate
the impact of the guidance and may apply the elections as applicable as changes in the market occur.








In
August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and
Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an
Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with
characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible
preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, that requires entities
to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt
or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments
and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing
certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share, to require entities
to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities
must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares.








For
SEC filers, excluding smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2021
including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after
December 15, 2020. For all other entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including
interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of the fiscal year of adoption
and cannot adopt the guidance in an interim reporting period. The Company is currently evaluating the impact that ASU 2020-06
may have on its consolidated financial statements and related disclosures.








Except
for the above-mentioned pronouncements, there are no new recent issued accounting standards that will have material impact on
the consolidated financial position, statements of operations and cash flows.









3.
ACQUISITION OF SUBSIDIARIES









On
August 17, 2020, the Company acquired all of the issued and outstanding capital stock (the “Acquisition”) of NPI,
pursuant to the terms and conditions of that certain Stock Purchase Agreement, dated as of the Closing Date, among the Company,
NPI, the selling shareholders of NPI identified therein (each a “Seller,” and, collectively, the “Sellers”)
and the representative of the Sellers identified therein.








The
aggregate purchase price for the Acquisition was $4,850,000, less certain discounts, expenses and reductions for outstanding NPI
debt owed to the Company and/or its affiliates, resulting in a net purchase price of $3,506,042, payable in 8,415,111 shares of
the Company’s common stock to the Sellers in accordance with their respective pro rata percentage.








After
the completion of the Acquisition, NPI became a wholly owned subsidiary of the Company.








The
Company completed the valuations necessary to assess the fair values of the tangible and intangible assets acquired and liabilities
assumed, resulting from which the amount of goodwill was determined and recognized as of the respective acquisition date. The
following table summarizes the estimated aggregate fair values of the assets acquired and liabilities assumed as of the closing
date, August 31, 2020.














































































































































Cash and cash equivalents






$



185,117






Prepayments, deposits and other receivables









145,228






Due from a shareholder









34,048






Right-of-use operating lease assets









113,590






Plant and equipment, net









30,365






Intangible assets- Technical know-hows









818,200






Goodwill









2,974,364






Other payables and accrued liabilities









(383,087



)



Contract liabilities









(2,896



)



Due to shareholders









(99,730



)



Operating lease liability









(113,646



)



Tax payable









(31,871



)



Deferred tax
liabilities









(163,640



)



Net purchase price






$



3,506,042





















Less: Outstanding NPI debt owed to the
Company















Accounts receivable









989,854






Notes payable









(3,066,617



)









$



1,429,279



















F-

18















The
transaction resulted in a purchase price allocation of $2,974,364 to goodwill, representing the financial, strategic and operational
value of the transaction to the Company. Goodwill is attributed to the premium that the Company paid to obtain the value of the
business of NPI and the synergies expected from the combined operations of NPI and the Company, the assembled workforce and their
knowledge and experience in provision of products and projects utilizing NPI’s technical know-hows. The total amount
of the goodwill acquired is not deductible for tax purposes.









4.
PLANT AND EQUIPMENT

,

NET









Plant
and equipment as of August 31, 2020 and 2019 are summarized below:
































































































As
of August 31,












2020









2019






Furniture and fixtures






$



20,159









$



3,912






Office equipment









65,809












7,678






Leasehold
improvements









18,832












16,178






Total









104,800












27,768






Less: Accumulated
depreciation









(71,133



)









(15,489



)



Plant and
equipment, net






$



33,667









$



12,279











Depreciation
expense, classified as operating expenses, was $9,349 and $8,667 for the year ended August 31, 2020 and 2019 respectively.









5.
INTANGIBLE ASSETS, NET









Intangible
assets, net, as of August 31, 2020 and 2019 consisted of the following:
































































































As
of August 31,












2020









2019






Investment platform (a)






$



30,000









$



30,000






Technical know-hows
(Note 3)









818,200












-






Total









848,200












30,000






Less: Accumulated amortization









(6,500



)









(6,500



)



Impairment









(23,500



)









(23,500



)



Intangible
assets, net






$



818,200









$



-
















(a)



On
August 4, 2017, JFB, a wholly owned subsidiary of the Company, acquired an investment platform, which connects investor with
other financial service providers in an effort to sharpen operational efficiency and respond to customer demands for more
innovative services from a related company which is wholly owned by Mr. Lin at a purchase price of $30,000.
















F-

19















According
to provisions of FASB ASC 805-50-30 Transactions Between Commonly Controlled Entities, when accounting for transfers of intangible
assets between entities under common control, the entity that receives the net intangible assets is required to measure the recognized
assets transferred at their carrying amounts in the accounts of the transferring entity at the date of the transfer and the value
recorded is from historical carrying value. Amortization expense for intangible assets was $nil for the years ended August
31, 2020 and 2019.








During
the course of the Company’s strategic review of its operations, the Company assessed the recoverability of the carrying
value of the Company’s intangible assets. The impairment charge, if any, represented the excess of carrying amounts of the
Company’s intangible assets over their fair value, using the expected future discounted cash flows. No impairment loss
of intangible asset was recognized for the years ended August 31, 2020 and 2019.








As
of August 31, 2020, amortization expenses related to intangible assets for future periods are estimated to be as follows:

























































12 months ending
August 31,












2021






$



102,275






2022









102,275






2023









102,275






2024









102,275






2025 and thereafter









409,100






Total






$



818,200












6.
RELATED PARTY TRANSACTIONS










































































































Year
ended August 31,












2020









2019



























Professional fee - Greenpro
Financial Consulting Limited (a)






$



21,753









$



8,800






Computer and networking - LOC (note
2)









1,000,000












-






Other income:



























Rental income from Greenpro LF Limited
(b)









-












25,561






Note interest income from LOC (note
8)









92,395












6,564






Note interest income from BJDC (note
8)









45,231












2,836
















































(a)



The
directors of Greenpro Financial Consulting Limited (Mr. Lee Chong Kuang and Mr. Loke Che Chan) are also the directors of the
investment managers of Greenpro Asia Strategic SPC, a 4.75% shareholder of the Company. This fee is due for payment to Greenpro
Financial Consulting Limited upon receipt of an invoice.












Greenpro
Financial Consulting Limited provides services to the Company and the Company incurred professional fees $21,753 and $8,800
for the year ended August 31, 2020 and 2019, respectively. There is no accrued amount as of August 31, 2020 and 2019.









(b)



Directors
of Greenpro LF Limited are Mr. Lin Yi-Hsiu, a director of the Company (“Mr. Lin”), and Mr. Lee Chong Kuang. The
Company sublet its commercial office in Taipei to Greenpro LF Limited under non-cancelable operating lease at a monthly rental
of HK$22,000 ($2,821), adjusted to HK$22,900 ($2,936) from November 1, 2019, with a term of 31 months until October 31, 2019.
Greenpro LF Limited was also obligated to pay the Company HK$230,000 ($29,487) for leasehold improvements. The sub-letting
arrangement was early terminated on February 28, 2019.












The
Company received $nil and $25,561 rental income from Greenpro LF Limited for the year ended August 31, 2020 and 2019, respectively.
The rental income is recorded under other income.









(c)



During
the year ended August 31, 2019, the Company intended to invest $102,564 (HK$800,000) in the equity interest of Leader Financial
Asset Management Limited. Leader Financial Asset Management Limited is a company incorporated in Hong Kong and was owned by
the Company’s directors Lin Yi-Hsiu and Cheng Shui Fung, respectively. The Company did not proceed with the investment
and $102,564 (HK$800,000) was refunded to the Company during the year ended August 31, 2019.
















F-

20


















7.
PREPAYMENTS, DEPOSITS AND OTHER RECEIVABLES

































































































As
of August 31,












2020









2019






Rental and management fee
deposits






$



137,088









$



44,076






Prepaid expenses









81,108












135






Prepaid consulting fee (Note 14)









375,000












-






Staff advances









2,970












-






Interest receivables
(Note 8)









-












11,581












$



596,166









$



55,792












8.
NOTES RECEIVABLE









On
February 13, 2019, the Company entered into a loan agreement with Kurrency Technology Holding Limited. (“Kurrency”)
and loaned Kurrency $50,000. The loan was unsecured and interest bearing at 8% per annum. Kurrency Technology Holding Limited
will repay the loan principal in five equal instalments commencing December 15, 2019. Interest of $nil and $2,181 was accrued
as of August 31, 2020 and 2019 respectively.








From
April 2019, the Company entered into multiple loan agreements with LOC (Notes 2 and 14) and loaned LOC a total amount of $2,164,082
and $582,521 as of August 31, 2020 and 2019, respectively. The loans are secured by personal guarantees of certain of its ultimate
shareholders, bear interest at 8% per annum, and are due on various dates through August 2021.








From
May 2019, the Company entered into multiple short-term loan agreements with another company in Beijing, China, and loaned this
company a total amount of $841,763 and $192,337 as of August 31, 2020 and 2019, respectively. The loans are secured by personal
guarantees of certain of its ultimate shareholders, bear interest at 8% per annum, and are due on various dates through August
2021.








Interest
of $137,626 and $9,400 was charged as expenses from these two companies for the years ended August 31, 2020 and 2019, respectively.








As
of August 31, 2020, the outstanding balance of notes receivable from LOC and the company in Beijing were offset against the consideration
for the Company’s Acquisition of NPI (note 3).









9.
ACCRUED EXPENSES AND OTHER PAYABLES






















































































As
of August 31,












2020









2019






Accrued interests (Notes
10, 11 and 12)






$



6,191









$



2,794






Accrued expenses









240,172












20,294






Unearned income









2,222












8,889






Other payable









43,661












11,673












$



292,246









$



43,650











The
Company signed an agreement with a third party whereby the Company authorizes the third party to use the Company’s investment
platform and related applications for a period until December 31, 2020, for an upfront fee. An additional fee is charged upon
the third party’s sale of products on the Company’s mobile application. Unearned income on this contract was $2,222
and $8,889 as of August 31, 2020 and 2019, respectively.









10.
DUE FROM (TO) SHAREHOLDERS, DIRECTORS AND A RELATED COMPANY






























































































As
of August 31,









As
of August 31,












2020









2019






Loan
to Cheng Hung-Pin (a shareholder)






$



34,048









$



-

































Due from a director:



























Cheng
Shui-Fung






$



189,474









$



-

































Due from a related company: